13 September 2023
CASTELNAU GROUP LIMITED
(a
closed-ended investment company incorporated in
Guernsey with
registration number 67529)
(The
"Company")
LEI
Number: 213800PED8RFUBMK1T64
Result
of Annual General Meeting
The Board
of Castelnau Group Limited is pleased to announce that all
resolutions were passed at today's Annual General
Meeting.
Resolutions
1 to 7 (inclusive) were proposed as ordinary resolutions and
resolution 8 was proposed as a special resolution. The proxy votes*
submitted in respect of the resolutions represented 86.51% of the
total shares in issue.
Ordinary
Business - Ordinary Resolutions
|
For
|
Discretion
(voted in favour)
|
Against
|
Abstain
|
1. To
receive the audited financial statements of the Company together
with the reports of the directors and auditors for the year ended
31 December 2022
|
275,667,319
|
0
|
1,466
|
0
|
2.
To
re-elect
and
re-appoint Joanne Peacegood as a director
|
275,659,203
|
176
|
1,466
|
7,940
|
3.
To
re-elect and re-appoint Andrew Whittaker as a director
|
272,119,203
|
176
|
3,541,466
|
7,940
|
4.
To
re-elect and re-appoint Joanna Duquemin Nicolle as a
director
|
275,659,203
|
176
|
1,466
|
7,940
|
5.
To
re-elect and re-appoint David Stevenson as a director
|
272,118,404
|
0
|
3,542,441
|
7,940
|
6.
To
re-appoint Grant Thornton Limited as auditors of the Company, to
hold office until the conclusion of the next general meeting at
which accounts are laid before the Company
|
275,663,778
|
0
|
2,441
|
2,566
|
7.
To
authorise the Audit Committee to determine the auditors'
remuneration
|
275,666,586
|
0
|
1,466
|
733
|
Special
Resolution
|
|
|
|
|
8.
To
authorise the Company to purchase its own shares
|
275,657,685
|
0
|
10,279
|
821
|
* A vote
withheld is not a vote in law and is not counted in the calculation
of the proportion of votes for or against a resolution
** Special
Resolution
Special Resolution 8 -
Authority to purchase own shares
-
In
substitution for all existing authorities to the extent
unused,
to
authorise the
Company to make market purchases of its own ordinary shares either
for cancellation or to hold as treasury shares for future resale or
transfer, provided that:
(a)
the
maximum number of ordinary shares authorised to be purchased is
14.99% of the ordinary shares in issue as at 10
August 2023
(being the latest practicable date before the publication of the
notice of AGM);
(b)
the
minimum price which may be paid for an ordinary share is
£0.01;
(c)
the
maximum price (exclusive of expenses) which may be paid for an
ordinary share must not be more than the higher of (i) 5 per cent.
above the average of the mid-market quotations for the five
Business Days before the purchase is made; and (ii) the higher of:
(a) the price of the last independent trade, and (b) the highest
current independent bid for ordinary shares on the London Stock
Exchange at the time the purchase is carried out,
and such
authority will unless previously revoked or varied, expire at the
conclusion of the next annual general meeting of the Company, save
that the Company may contract to purchase ordinary shares under the
authority thereby conferred prior to the expiry of such authority,
which contract will or may be executed wholly or partly after the
expiry of such authority and may purchase ordinary shares in
pursuance of such contract.
Resolution
8 is to allow the Company to repurchase up to 47,763,425 ordinary
shares and replaces the existing authority in this regard. There is
no present intention to exercise such general authority. This
authority will expire at the conclusion of the next annual general
meeting of the Company. The Directors intend to seek renewal of
this authority at subsequent annual general meetings in accordance
with best practice.
The
resolution specifies the maximum number of ordinary shares which
may be purchased (representing 14.99% (excluding treasury shares)
of the Company's issued ordinary share capital as at 10 August 2023, being the latest practicable date
before the publication of the notice of AGM) and the maximum and
minimum prices at which they may be bought, exclusive of expenses.
General purchases undertaken in accordance with this resolution
will only be made through the market.
The
Directors undertake that, after considering the maximum number of
shares that may be repurchased pursuant to the general authority
granted by Resolution 8, and the price at which any such
repurchases shall be effected, on the date on which the repurchase
is to be effected they will ensure there are reasonable grounds for
believing that the Company is, and after the repurchase will
continue to be, able to pay its liabilities as they become
due.
Under the
Companies (Guernsey) Law, 2008, as amended (the
"Companies
Law"), the
Company is allowed to hold its own shares in treasury following a
repurchase, instead of having to cancel them. In accordance with
the Company's articles of incorporation, the Companies Law and the
LSE listing requirements, treasury shares may be resold for cash,
used to settle future scrip dividends offered by the Company to its
shareholders or used for the exercise of options under employee
share schemes. However, all rights attaching to such shares,
including voting rights and any right to receive dividends are
suspended whilst they are held in treasury. If the Directors
exercise the authority conferred by Resolution 8, the Company will
have the option of holding them in treasury or cancelling any of
its own shares purchased under this authority and will decide at
the time of purchase which option to pursue.
The total
number of voting rights was 318,635,256 ordinary shares of no par
value each.
The full
text of all the resolutions can be found in the Notice of Annual
General Meeting dated 14 August 2023,
a copy of which is available on the Company's website at
www.castelnaugroup.com.
In
accordance with Listing Rule 9.6.2 copies of all the resolutions
passed, other than ordinary business, will be submitted to the
National Storage Mechanism and will shortly be available for
inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism .