Syncona Limited Result of AGM
08 September 2017 - 11:40PM
UK Regulatory
TIDMSYNC
8 September 2017
Syncona Limited
Legal Entity Identifier - 213800X8MBI5VQITLW60
Result of Annual General Meeting
At the Annual General Meeting ("AGM") of the Company held today all Resolutions
as set out in the AGM Notice dated 21 July 2017 (the "Notice") and sent to
shareholders of the Company, were duly passed.
Resolutions 1 to 12 were proposed as ordinary resolutions. Only shareholders
who were "Independent Shareholders" as such term is defined in the Notice were
entitled to vote on Resolution 12. Resolution 13 was proposed as a Special
Resolution and Resolution 14 was proposed as an Extraordinary Resolution.
Details of the proxy voting results which should be read alongside the Notice
are noted below:
No Resolution For Against Abstain Discretion
1 To receive the Annual 412,375,454 1,341,544 641 33,115
Report and Financial
Statements
2 To re-appoint Deloitte as 412,491,165 1,032,894 193,580 33,115
Auditors
3 To authorise the Directors 413,716,998 0 641 33,115
to determine the
remuneration of the
Auditors
4 To re-elect Jeremy Tigue 412,042,939 1,674,059 641 33,115
as a Director.
5 To re-elect Thomas 410,513,438 3,203,560 641 33,115
Henderson as a Director.
6 To re-elect Nigel Keen as 412,172,908 1,544,090 641 33,115
a Director.
7 To re-elect Nicholas Moss 413,708,170 8,828 641 33,115
as a Director.
8 To re-elect Ellen 413,716,998 0 641 33,115
Strahlman as a Director.
9 To approve the directors' 413,716,998 0 641 33,115
remuneration report.
10 To approve the directors' 413,716,998 0 641 33,115
remuneration policy.
11 Authority to allot shares. 413,708,170 0 9,469 33,115
12 Waiver of Rule 9 119,833,417 34,561,490 259,322,732 33,115
obligation on Wellcome
Ventures.
13 To authorise the company 413,708,170 0 9,469 33,115
to purchase its own
shares.
14 To disapply pre-emption 413,708,170 0 9,469 33,115
rights.
Note - A vote withheld is not a vote in law and has not been counted in the
votes for and against a resolution.
Although Resolution 12 (to approve the waiver of the Rule 9 obligation on
Wellcome Ventures) was passed with the requisite majority, 22% of the votes
were cast against. In addition, after taking account of the 243,461,685 shares
held by Wellcome Ventures (who are not Independent Shareholders and so are not
permitted to vote on Resolution 12), shares held by Independent Shareholders
equivalent to 10% of the votes cast were withheld from Resolution 12.
In accordance with the relationship agreement with Wellcome Ventures entered
into as part of the transaction approved by shareholders in December 2016, the
Company can only use a buyback authority if it either has a Rule 9 waiver in
place or purchases are made in a way that does not increase Wellcome Ventures'
interest in the Company. The Board believes it is in the interests of
shareholders that the Company has flexibility in how it uses the buyback
authority and that it is not dependent on Wellcome Ventures choosing to sell
shares. In reaching that view, the Board took account of the possibility that
Wellcome Ventures' interest in the Company could increase to a maximum of
43.5%. In light of today's results, the Board intends to engage further with
shareholders to understand and consider any concerns regarding the Rule 9
waiver.
In accordance with the Listing Rule 9.6.2, a copy of all the resolutions passed
other than resolutions concerning ordinary business have been submitted to the
UK Listing Authority via the National Storage Mechanism and will shortly be
available for inspection at www.hemscott.com/nsm.do.
The full text of the resolutions can be found in the Notice of Annual General
Meeting, which is available on the Company's website at www.synconaltd.com.
[ENDS]
Enquiries
Northern Trust International Fund Administration Services (Guernsey) Limited
Company Secretary
Tel: 01481 745001
Copies of this announcement and other corporate information can be found on the
company website at:www.synconaltd.com
About Syncona:
Syncona is a leading FTSE250 healthcare company focused on investing in and
building global leaders in life science. Our vision is to deliver
transformational treatments to patients in truly innovative areas of healthcare
while generating superior returns for shareholders. Our current investment
portfolio consists of seven high quality companies in life science and a
leading range of fund investments.
We seek to partner with the best, brightest and most ambitious minds in science
to build globally competitive businesses. We are established leaders in gene
therapy, cell therapy and advanced diagnostics, and focus on delivering
dramatic efficacy for patients in areas of high unmet need.
Our market leading funds portfolio seeks to generate superior returns by
investing in long only and alternative investment funds. This represents a
productively deployed evergreen funding base which enables us to take a long
term approach to investing in life sciences as we target the best new
opportunities and support our existing portfolio companies to grow and succeed.
Syncona is aligned with two of the premium charitable funders in UK science,
the Wellcome Trust, original founder of Syncona, and Cancer Research UK, both
of which are significant shareholders in our business. We make a donation of
0.3% of Net Asset Value to a range of charities each year.
END
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