TIDMHCFT

RNS Number : 3290Z

Highcroft Investments PLC

20 May 2021

Annual General Meeting 2021

Highcroft Investments plc

(the "Company" or "Highcroft")

Results of the Annual General Meeting held on 20 May 2021

Highcroft announces that at its Annual General Meeting, which was held at 12.00 today, all the proposed resolutions were duly approved by the shareholders by way of a poll. Resolutions 1 to 9 were proposed as ordinary resolutions and resolutions 10 and 11 were proposed as special resolutions. The voting results are set out below and are also available on the Company's website at www.highcroftplc.com.

Under the Financial Conduct Authority's Listing Rules, because the Kingerlee Concert Party is classed as a "controlling shareholder" (defined as a person who exercises or controls, on their own or together with any other person with whom they are acting in concert, 30% or more of the voting rights in the Company) a resolution for the election and re-election of independent directors must be approved by an ordinary resolution of, the shareholders and separately approved by, those shareholders who are not controlling shareholders (the "Independent Shareholders").

Accordingly, the results below show the voting by all shareholders and, separately, on resolutions 4 and 8 only, the voting by the Independent Shareholders (which excludes the voting interest of the Kingerlee Concert Party, as controlling shareholder, holding 2,127,382 ordinary shares which represents 41.04% of the issued ordinary share capital of the Company).

 
                                           In favour           Against 
      RESOLUTION                         Votes      %age    Votes   %age    Withheld 
     -------------------------------  ----------  -------  ------  ------  --------- 
      To receive and consider 
       the report and accounts 
       for the year ended 31 
 1     December 2020.                  2,673,890      100       0       0          0 
     -------------------------------  ----------  -------  ------  ------  --------- 
      To approve a final property 
       income distribution 
       of 30p per share and 
       a special dividend of 
       6p per share on the 
       ordinary shares of the 
       Company for the year 
       ended 31 December 2020 
       to be paid on 27 May 
       2021 to shareholders 
       on the register of members 
 2     on 23 April 2021.               2,673,890      100       0       0          0 
     -------------------------------  ----------  -------  ------  ------  --------- 
      In accordance with the 
       Companies Act 2006, 
       to approve, on an advisory 
       only basis the directors' 
       remuneration report, 
       excluding the part containing 
       the directors' remuneration 
       policy, contained in 
       the annual report for 
       the year ended 31 December 
 3     2020.                           2,672,890   99.963   1,000   0.037          0 
     -------------------------------  ----------  -------  ------  ------  --------- 
      To re-elect Charles 
       Butler as a director 
 4     of the Company.                 2,673,890      100       0       0          0 
     -------------------------------  ----------  -------  ------  ------  --------- 
      To re-elect Simon Gill 
       as a director of the 
 5     Company.                        2,673,890      100       0       0          0 
     -------------------------------  ----------  -------  ------  ------  --------- 
      To re-elect David Kingerlee 
       as a director of the 
 6     Company.                        2,673,890      100       0       0          0 
     -------------------------------  ----------  -------  ------  ------  --------- 
      To re-elect Roberta 
       Miles as a director 
 7     of the Company.                 2,673,890      100       0       0          0 
     -------------------------------  ----------  -------  ------  ------  --------- 
      To re-elect Simon Costa 
       as a director of the 
 8     Company.                        2,673,890      100       0       0          0 
     -------------------------------  ----------  -------  ------  ------  --------- 
      To re- appoint Mazars 
       LLP as auditor to hold 
       office from the conclusion 
       of the meeting to the 
       conclusion of the next 
       meeting at which accounts 
       are laid before the 
       Company and to authorise 
       the board to fix the 
       appointment of the auditor 
 9     for the ensuing year.           2,673,890      100       0       0          0 
     -------------------------------  ----------  -------  ------  ------  --------- 
      That a General Meeting 
       of the Company (other 
       than an Annual General 
       Meeting) may be called 
       on not less than 14 
 10    days' notice.                   2,673,775   99.996     115   0.004          0 
     -------------------------------  ----------  -------  ------  ------  --------- 
      That the new articles 
       of association produced 
       to the meeting be adopted 
       for, and to the exclusion 
       of the entirety of, 
       the existing articles 
       of association of the 
 11    company.                        2,673,890      100       0       0          0 
     -------------------------------  ----------  -------  ------  ------  --------- 
 

Votes of Independent Shareholders (excluding the voting interest of the Kingerlee Concert Party)

 
                                 In favour        Against 
     RESOLUTION                 Votes    %age   Votes   %age   Withheld 
    ------------------------  --------  -----  ------  -----  --------- 
     To re-elect Charles 
      Butler as a director 
 4    of the Company.          905,000    100       0      0          0 
    ------------------------  --------  -----  ------  -----  --------- 
     To re-elect Simon Costa 
      as a director of the 
 8    Company.                 905,000    100       0      0          0 
    ------------------------  --------  -----  ------  -----  --------- 
 

Notes:

(a) The votes in favour include those votes giving the Chairman discretion.

(b) A vote withheld is not a vote in law and is not counted in the votes for or against a resolution.

Enquiries:

Highcroft Investments PLC

Charles Butler/Roberta Miles 01869 352766

 
 
 N+1 Singer 
 Peter Steel / Amanda Gray - Corporate Finance 
 Tom Salvesen - Corporate Broking 
 

020 7496 3000

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