TIDMRDI
RNS Number : 7748A
RDI REIT PLC
23 January 2020
RDI REIT P.L.C.
("RDI" or the "Company")
(Registered number 010534V)
LSE share code: RDI
JSE share code: RPL
ISIN: IM00BH3JLY32
LEI: 2138006NHZUMMRYQ1745
Annual General Meeting Voting Results and Changes to the
Board
RDI, the income-focused UK-REIT, announces that at the Annual
General Meeting ("AGM") held today all the proposed resolutions set
out below (except Resolution 15) were duly passed by the required
majority on votes conducted by way of a poll.
The results of voting by shareholders on the resolutions, which
can be found in the Notice of the AGM, were as follows: -
Ordinary Resolution For % Against % Withheld
To receive and adopt the Annual
Report and audited financial
statements for the year ended
1 31 August 2019 282,833,221 99.99 41,286 0.01 1,503,799
----------------------------------------- -------------- -------- ------------ ------- ------------
To approve the Annual Report
on Remuneration for the year
2 ended 31 August 2019 281,950,469 99.61 1,105,418 0.39 1,322,419
----------------------------------------- -------------- -------- ------------ ------- ------------
3 To re-elect GR Tipper as a Director. 239,322,166 85.07 42,011,252 14.93 3,044,888
----------------------------------------- -------------- -------- ------------ ------- ------------
To re-elect MJW Farrow as an
4 Independent Director 282,329,945 99.74 729,124 0.26 1,319,238
----------------------------------------- -------------- -------- ------------ ------- ------------
To re-elect SE Ford as an Independent
5 Director 282,423,226 99.78 635,843 0.22 1,319,238
----------------------------------------- -------------- -------- ------------ ------- ------------
To re-elect EA Peace as an Independent
6 Director 282,678,247 99.87 380,822 0.13 1,319,238
----------------------------------------- -------------- -------- ------------ ------- ------------
7 To elect P Prinsloo as a Director 282,742,442 99.89 316,421 0.11 1,319,444
----------------------------------------- -------------- -------- ------------ ------- ------------
To re-elect MJ Watters as a
8 Director 282,507,940 99.80 552,038 0.20 1,318,329
----------------------------------------- -------------- -------- ------------ ------- ------------
9 To re-elect DA Grant as a Director 282,481,714 99.80 578,027 0.20 1,318,566
----------------------------------------- -------------- -------- ------------ ------- ------------
To appoint KPMG LLP as the Company's
10 Independent Auditor 281,794,487 99.55 1,271,792 0.45 1,312,027
----------------------------------------- -------------- -------- ------------ ------- ------------
To authorise the Audit and Risk
Committee to determine the remuneration
11 of the Independent Auditor 282,961,458 99.97 98,721 0.03 1,318,127
----------------------------------------- -------------- -------- ------------ ------- ------------
To authorise the new Remuneration
12 Policy. 279,530,761 99.37 1,766,680 0.63 3,080,865
----------------------------------------- -------------- -------- ------------ ------- ------------
To authorise the Directors to
allot Ordinary Shares up to
the limit contained in the Notice
13 of the AGM 211,982,383 74.89 71,080,685 25.11 1,315,239
----------------------------------------- -------------- -------- ------------ ------- ------------
Special Resolutions
-------------- -------- ------------ ------- ------------
To authorise the Directors to
dis-apply pre-emption rights
up to the limit stated in the
14 Notice of AGM 214,240,165 75.69 68,825,757 24.31 1,312,384
----------------------------------------- -------------- -------- ------------ ------- ------------
To authorise the Directors to
dis-apply pre-emption rights
in connection with a Specified
Investment up to the limit set
15 out in the Notice of the AGM. 210,425,005 74.34 72,640,224 25.66 1,313,077
----------------------------------------- -------------- -------- ------------ ------- ------------
To authorise the Directors to
make market purchases of Ordinary
Shares up to the limit set out
16 in the Notice of the AGM 280,459,541 99.09 2,567,147 0.91 1,351,618
----------------------------------------- -------------- -------- ------------ ------- ------------
A vote withheld is not a vote in law and is not counted towards
votes cast "For" or "Against" a resolution.
The Company's total issued share capital as at 23 January 2020
is 380,315,623 ordinary shares of 40 pence each.
It has been noted that 14.93% of votes were registered against
the re-election of Gavin Tipper, the Chairman of RDI. The Company
is aware that Mr Tipper is classified as being overboarded, and
there are shareholder concerns regarding his ability to devote
sufficient time to the Company. The Board considers Mr Tipper to be
an exceptional Chairman who has attended all scheduled and
unscheduled Board and Committee meetings during the year. He took
an active role following an approach from the Cromwell Property
Group and was heavily involved in all material and strategic
discussions during the past 12 months. RDI therefore has no
concerns regarding his ability to devote sufficient time to the
Company.
It has been further noted that a significant number of
shareholders on the JSE register have voted against Resolution 13,
14 and 15, with Resolution 15 marginally failing to be passed.
Following substantial votes against the same resolutions
previously, management has had continuous dialogue with the major
dissenting South African shareholders and has reduced the directors
authority to issue shares from 66% in 2017, to just 10% in 2020. It
is therefore disappointing that South African shareholders have
voted against this resolution again but liaison with shareholders
will continue in light of the fact that management believe it
important to allow acquisitions to take place via share placements
as opposed to holding cash pending investment, which could cause a
drag on earnings in the short term.
An update will be made in accordance with the UK Corporate
Governance Code within six months of the AGM.
Board Changes
Following the conclusion of the Annual General Meeting, Marc
Wainer has retired as a Director of RDI. We offer our thanks to
Marc for his considerable contribution during his eight-year
tenure. Pieter Prinsloo will act as Redefine Properties Limited's
("RDF") sole representative on the RDI Board and Andrew Konig, a
Director of RDF, will be appointed his alternate with effect from
23 January 2020.
Stephen Oakenfull and Adrian Horsburgh have also stepped down as
members of the Board, with effect from today, but will continue
their roles as Deputy CEO and Property Director, respectively, on
the executive committee. This will result in the RDI Board
comprising seven directors, which better reflects the current size
of the Company. The changes will improve the balance between
independent and non-independent directors, aligning the composition
of the Board with the requirements of the 2018 UK Corporate
Governance Code, whilst also improving Board diversity.
In accordance with LR 9.6.2 R of the Listing Rules of the UKLA,
copies of all resolutions passed by the Company, other than
resolutions concerning ordinary business, have been submitted to
the UK's National Storage Mechanism and will shortly be available
for inspection at: http://www.morningstar.co.uk/uk/NSM and can also
be viewed on the Company's website, www.rdireit.com.
For further information:
RDI REIT P.L.C.
Mike Watters, Stephen Oakenfull Tel: +44 (0) 20 7811 0100
FTI Consulting
UK Public Relations Adviser
Dido Laurimore, Claire Turvey, Tel: +44 (0) 20 3727 1000
Ellie Sweeney
Instinctif Partners
SA Public Relations Adviser
Frederic Cornet Tel: +27 (0) 11 447 3030
JSE Sponsor
Java Capital Tel: + 27 (0) 11 722 3050
Note to editors:
About RDI
RDI is an income focused UK-REIT with a diversified portfolio
invested principally in the UK. The investment approach is driven
by an in depth understanding of occupational demand including the
impact of technology, transport and infrastructure investment. The
portfolio has been repositioned in recent years to increase its
weighting to London and the South East and to provide greater
exposure to our leading hotel and serviced office operating
platforms.
RDI is committed to delivering attractive income led total
returns across the real estate cycle. The current strategic
objectives of a lower leverage capital structure and more focused
allocation of capital are targeted at delivering an industry
leading and sustainable income return.
RDI is a UK Real Estate Investment Trust (UK-REIT) and holds a
primary listing on the London Stock Exchange and a secondary
listing on the JSE. The Company is included within the EPRA, GPR,
JSE All Property and JSE Tradeable Property indices.
For more information on RDI, please refer to the Company's
website www.rdireit.com
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
RAGEXLFLBFLLBBB
(END) Dow Jones Newswires
January 23, 2020 10:30 ET (15:30 GMT)
Rdi Reit P.l.c (LSE:RDI)
Historical Stock Chart
From Apr 2024 to May 2024
Rdi Reit P.l.c (LSE:RDI)
Historical Stock Chart
From May 2023 to May 2024