15 May 2015
Highcroft Investments plc
(the "Company" or "Highcroft")
Results of the Annual General Meeting held on 15 May 2015
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. Resolution 1 was proposed as a special resolution and resolutions 2 to 8 as ordinary 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, as updated in May 2014, 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 resolution 5 only, the voting by by the Independent Shareholders (which excludes the voting interest of the Kingerlee Concert Party, as controlling shareholder, holding 2,171,519 ordinary shares which represents 42% of the issued ordinary share capital of the Company).
|
|
|
In favour |
Against |
|
||
|
|
RESOLUTION |
Votes |
%age |
Votes |
%age |
WITHHELD |
|
1 |
THAT a General Meeting of the Company (other than an Annual General Meeting) may be called on not less than 14 days' notice. |
2,566,580 |
100 |
100 |
- |
- |
|
2 |
To receive and consider the report and financial statements for the year ended 31 December 2014. |
2,566,680 |
100 |
- |
- |
- |
|
3 |
To approve a final property income distribution of 22.75p per share on the ordinary shares of the Company for the year ended 31 December 2014 to be paid on 5 June 2015 to shareholders on the register of members on 8 May 2015. |
2,566,680 |
100 |
- |
- |
- |
|
4 |
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 2014. |
2,566,080 |
99.98 |
600 |
0.02 |
- |
|
5 |
To re-elect John Hewitt as a director of the company. |
2,566,680 |
100 |
- |
- |
- |
|
6 |
To re-elect Simon Gill as a director of the company. |
2,566,180 |
99.98 |
500 |
0.02 |
- |
|
7 |
To re-elect David Kingerlee as a director of the company. |
2,566,680 |
100 |
- |
- |
- |
|
8 |
To re-appoint Grant Thornton UK 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 directors to fix the remuneration of the auditor for the ensuing year. |
2,566,180 |
99.98 |
500 |
0.02 |
- |
Votes of Independent Shareholders (excluding the voting interest of the Kingerlee Concert Party)
|
|
|
In favour |
Against |
|
||
|
|
RESOLUTION |
Votes |
%age |
Votes |
%age |
WITHHELD |
|
5 |
To re-elect John Hewitt as a director of the company. |
574,011 |
100 |
- |
- |
- |
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
John Hewitt/Roberta Miles 01865 840023
Charles Stanley Securities
Dugald J. Carlean / Karri Vuori 0207 149 6000