Edinburgh Worldwide
Investment Trust plc
Legal
Entity Identifier: 213800JUA8RKIDDLH380
Result of Annual General
Meeting
Edinburgh Worldwide Investment Trust
plc ("the Company") held its Annual General Meeting ("AGM") today.
All ordinary resolutions put to the meeting have been passed by
shareholders, including the re-election of the Board of Directors
("Board").
One special resolution did not pass,
which required 75% shareholder approval. This was a special
resolution related to the disapplication of pre-emption rights on
the issue of new shares. A second special resolution to renew the
Company's share buyback programme was approved.
A Requisitioned General Meeting
("RGM") requested by Saba Capital took place immediately prior to
the AGM. 63.8% of shares voted against Saba's proposals in the RGM.
Excluding the shares voted by Saba, 98.4% of shares were voted
against the requisitioned resolutions.
Jonathan Simpson-Dent, Chair of
Edinburgh Worldwide, said: "Today's result is about Edinburgh
Worldwide's shareholders. You have told us that Saba Capital's
proposals are not the answer. You want this unique mandate to
continue and you want the Trust to perform.
I would like to thank our investors
for taking the time to vote, and for their support. We all want an
exciting and sustainable Edinburgh Worldwide, a Trust that appeals
to long term shareholders. We continue to implement our action plan
and will keep all shareholders informed on progress, including the
previously announced capital return of up to £130m."
Shareholders voted on the following
resolutions at the AGM:
Ordinary Resolutions
1. To receive and adopt the Annual
Report and Financial Statements of the Company for the financial
year ended 31 October 2024 together with the Reports of the
Directors and of the Independent Auditor thereon.
2. To approve the Directors' Annual
Report on Remuneration for the financial year ended 31 October
2024.
3. To re-elect Jonathan Simpson-Dent
as a Director of the Company.
4. To re-elect Caroline Roxburgh as
a Director of the Company.
5. To re-elect Mungo Wilson as a
Director of the Company.
6. To re-elect Mary Gunn as a
Director of the Company.
7. To re-elect Jane McCracken as a
Director of the Company.
8. To re-appoint Ernst & Young
LLP as Independent Auditor of the Company to hold office until the
conclusion of the next Annual General Meeting at which the
Financial Statements are laid before the Company.
9. To authorise the Directors to
determine the remuneration of the Independent Auditor of the
Company.
10. That, the Directors of the
Company be and they are hereby generally and unconditionally
authorised in accordance with section 551 of the Companies Act 2006
(the 'Act') to exercise all the powers of the Company to allot
shares in the Company and to grant rights to subscribe for or to
convert any security into shares in the Company ('Securities')
provided that such authority shall be limited to the allotment of
shares and grant of rights in respect of shares with an aggregate
nominal value of up to £1,228,906.50 (representing approximately
33% of the nominal value of the issued share capital as at 16
January 2025), such authority to expire at the conclusion of the
next Annual General Meeting of the Company after the passing of
this resolution or on the expiry of 15 months from the passing of
this resolution, whichever is the earlier, unless previously
revoked, varied or extended by the Company in a general meeting,
save that the Company may at any time prior to the expiry of this
authority make an offer or enter into an agreement which would or
might require Securities to be allotted or granted after the expiry
of such authority and the Directors shall be entitled to allot or
grant Securities in pursuance of such an offer or agreement as if
such authority had not expired.
Special Resolutions
11. That, subject to the passing of
Resolution 10 above, the Directors of the Company be and they are
hereby generally empowered, pursuant to sections 570 and 573 of the
Companies Act 2006 (the 'Act') to allot equity securities (within
the meaning of section 560(1) of the Act) for cash pursuant to the
authority given by Resolution 10 above and to sell treasury shares
for cash as if section 561(1) of the Act did not apply to any such
allotment or sale, provided that this power:
a. expires at the conclusion of the
next Annual General Meeting of the Company after the passing of
this Resolution or on the expiry of 15 months from the passing of
this Resolution, whichever is the earlier, save that the Company
may, before such expiry, make an offer or agreement which would or
might require equity securities to be allotted after such expiry
and the Directors may allot equity securities in pursuance of any
such offer or agreement as if the power conferred hereby had not
expired; and
b. shall be limited to the allotment
of equity securities or the sale of treasury shares up to an
aggregate nominal value of £372,395.91 (representing approximately
10% of the nominal value of the issued share capital of the Company
as at 16 January 2025).
12. That, in substitution for any
existing authority but without prejudice to the exercise of any
such authority prior to the date hereof, the Company be generally
and unconditionally authorised, in accordance with section 701 of
the Companies Act 2006 (the 'Act') to make market purchases (within
the meaning of section 693(4) of the Act) of fully paid ordinary
shares in the capital of the Company ('Ordinary Shares') (either
for retention as treasury shares for future reissue, resale,
transfer or for cancellation) provided that:
a. the maximum aggregate number of
Ordinary Shares hereby authorised to be purchased is 55,822,146 or,
if less, the number representing approximately 14.99% of the issued
ordinary share capital (excluding treasury shares) of the Company
as at the date of the passing of this Resolution;
b. the minimum price (excluding
expenses) which may be paid for each Ordinary Share shall be the
nominal value of that share;
c. the maximum price (excluding
expenses) which may be paid for any Ordinary Share purchased
pursuant to this authority shall not be more than the higher
of:
i. 5% above the average closing
price on the London Stock Exchange of an Ordinary Share over the
five business days immediately preceding the day of purchase;
and
ii. an amount equal to the
higher of the price of the last independent trade of an Ordinary
Share and the highest current independent bid for an Ordinary Share
on the trading venue where the purchase is carried out;
and
d. unless previously varied, revoked
or renewed by the Company in a general meeting, the authority
hereby conferred shall expire at the conclusion of the next Annual
General Meeting, save that the Company may, prior to such expiry,
enter into a contract to purchase Ordinary Shares under such
authority which will or might be completed or executed wholly or
partly after the expiration of such authority and may make a
purchase of Ordinary Shares pursuant to any such contract or
contracts.
Resolutions 1 to 10 and 12 were
passed on a poll. Resolution 11 did not pass. A breakdown of the
votes registered is shown below:
|
Resolution
|
Votes for (including votes at the
discretion of the Chairman)
|
%
|
Votes Against
|
%
|
Votes Withheld
|
|
Ordinary Resolutions
|
|
1
|
214,087,171
|
98.3%
|
3,685,545
|
1.7%
|
1,029,607
|
|
2
|
212,696,378
|
98.0%
|
4,425,845
|
2.0%
|
1,680,100
|
|
3
|
125,604,537
|
57.6%
|
92,371,956
|
42.4%
|
805,830
|
|
4
|
125,590,367
|
57.6%
|
92,347,749
|
42.4%
|
825,657
|
|
5
|
125,599,289
|
57.6%
|
92,323,495
|
42.4%
|
840,989
|
|
6
|
125,568,454
|
57.6%
|
92,357,126
|
42.4%
|
838,193
|
|
7
|
125,204,965
|
57.5%
|
92,681,446
|
42.5%
|
877,302
|
|
8
|
213,510,859
|
98.1%
|
4,199,124
|
1.9%
|
1,072,340
|
|
9
|
213,763,298
|
98.2%
|
3,864,807
|
1.8%
|
1,154,218
|
|
10
|
128,421,473
|
59.0%
|
89,270,537
|
41.0%
|
1,090,313
|
|
Special Resolutions
|
|
11
|
127,591,819
|
58.6%
|
89,999,677
|
41.4%
|
1,105,565
|
|
12
|
213,930,610
|
98.2%
|
3,833,122
|
1.8%
|
914,779
|
The Board commits to engage with
shareholders in relation to the outcome of the
resolutions.
For any enquiries, please
contact:
Teneo
EWIT@teneo.com
Iain Dey
Tel: +44 7976 295906
Oliver Bell
Tel: +44 7917 221748
Investors:
Deutsche Numis
David Benda
Nathan Brown
Tel: +44 20 7260 1000
Baillie Gifford & Co
Naomi Cherry
Tel: +44 131 275 2000
Baillie Gifford & Co
Limited
Company
Secretaries
14 February
2025
Regulated Information
Classification: Additional regulated information required to
be disclosed under applicable laws
