TIDMHCFT
RNS Number : 9939L
Highcroft Investments PLC
18 May 2022
Annual General Meeting 2022
Highcroft Investments plc
(the "Company" or "Highcroft")
Results of the Annual General Meeting held on 18 May 2022
Highcroft announces that at its Annual General Meeting, which
was held at 2.00 p.m. today, all the proposed resolutions were duly
approved by the shareholders by way of a poll. Resolutions 1 to 11
were proposed as ordinary resolutions and Resolution 12 as a
special resolution. The full text of the resolutions considered at
the AGM are contained in the Notice of AGM published on 14 April
2022 which is available on the Company's website at
www.highcroftplc.com. Results of the poll vote on each resolution
are set out below.
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 5 and 9 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
40.95% of the issued ordinary share capital of the Company).
In favour Against
RESOLUTION Votes % Votes % Withheld
---------------------------- ---------- ------ ---------- ------ ---------
To receive the 2021
1 Annual Report 2,985,366 100 0 0 0
---------------------------- ---------- ------ ---------- ------ ---------
To approve a final property
income distribution
of 33p per share on
the ordinary shares
2 of the Company 2,985,366 100 0 0 0
---------------------------- ---------- ------ ---------- ------ ---------
To approve the Directors'
3 Remuneration report 2,982,739 99.91 2,627 0.09 0
---------------------------- ---------- ------ ---------- ------ ---------
To approve the directors'
4 remuneration policy 2,982,739 99.91 2,627 0.09 0
---------------------------- ---------- ------ ---------- ------ ---------
5 Re-elect Charles Butler 2,985,366 100 0 0 0
---------------------------- ---------- ------ ---------- ------ ---------
6 Re-elect Simon Gill. 2,985,366 100 0 0 0
---------------------------- ---------- ------ ---------- ------ ---------
7 Re-elect David Kingerlee. 1,839,461 61.62 1,145,905 38.38 0
---------------------------- ---------- ------ ---------- ------ ---------
8 Re-elect Roberta Miles 2,985,366 100 0 0 0
---------------------------- ---------- ------ ---------- ------ ---------
9 Re-elect Simon Costa. 2,985,366 100 0 0 0
---------------------------- ---------- ------ ---------- ------ ---------
10 Reappointment of auditor 2,985,366 100 0 0 0
---------------------------- ---------- ------ ---------- ------ ---------
11 Remuneration of auditor. 2,985,366 100 0 0 0
---------------------------- ---------- ------ ---------- ------ ---------
Authority for reduced
notice of a general
meeting other than an
12 AGM 2,982,739 99.91 2,627 0.09 0
---------------------------- ---------- ------ ---------- ------ ---------
Votes of Independent Shareholders (excluding the voting interest
of the Kingerlee Concert Party)
In favour Against
RESOLUTION Votes % Votes % Withheld
------------------------- ---------- ---- ------ ---------
5 Re-elect Charles Butler. 1,205,477 100 0 0 0
------------------------- ---------- ---- ------ ---------
9 Re-elect Simon Costa. 1,205,477 100 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.
Shareholders were invited to submit questions in advance of the
meeting and a copy of the questions received prior to the meeting
and the responses from the Board are available at:
www.highcroftplc.com/investors
Resolution 7: The re-election of David Kingerlee received over
60% in favour. Where 20% or more of votes have been cast against
any Board recommendation for a resolution, the Company is required
by provision 4 of the UK Corporate Governance Code to explain what
action it will take to consult shareholders to understand the
reason behind the result.
The Board remains committed to open and transparent dialogue and
will accordingly, seek to engage with those shareholders regarding
their views in this area. The Company will publish an update on
this engagement in accordance with the UK Corporate Governance
Code, within six months of the 2022 AGM and in the Company's 2022
Annual Report and Accounts. It will report on any steps that have
been taken to understand shareholders' views in relation to this
resolution and what impact any feedback may have on future
decisions to be taken by the Board and actions or resolutions to be
proposed.
Enquiries:
Highcroft Investments PLC
Charles Butler/Roberta Miles 01869 352766
Singer Capital Markets
Peter Steel / Amanda Gray - Corporate Finance
Tom Salvesen - Corporate Broking
020 7496 3000
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END
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