City of London Investment Group PLC Result of AGM and Board Committee changes (0006R)

TIDMCLIG

RNS Number : 0006R

City of London Investment Group PLC

23 October 2023

City of London Investment Group PLC

23 October 2023

City of London Investment Group plc

("City of London" or the "Company")

Result of Annual General Meeting

and

Board Committee changes

City of London announces that, at the Annual General Meeting ("AGM") of the Company held on 23 October 2023:

 
 -- Resolutions 1 to 12 as set out in the Notice of AGM dated 15 September 
  2023 were passed; and 
 -- Resolutions 13 to 16 set out in the Notice of AGM dated 15 September 
  2023 were not passed, 
 

following a poll on each resolution.

Resolutions 1 to 11 were proposed as Ordinary Resolutions and resolutions 12 to 16 were proposed as Special Resolutions.

The Board notes that, in relation to Resolutions 5 to 8, 11 and 13 to 16, the Company received less than 80% approval. The Board notes that a recent advisory report published by ISS, relating to the Company's proposed resolutions at the AGM, recommended voting in favour of all resolutions without exception. Notwithstanding this report, the Board notes with disappointment the opposition to a number of the resolutions tabled at the AGM primarily from a single shareholder and commits to further consultation, therefore, with a view to providing an update within six months, as required by the UK Corporate Governance Code.

Resolutions 13 to 16, which were not passed, sought authority (i) to disapply pre-emption rights on the issue of a limited number of new shares, (ii) to undertake market purchases of the Company's shares and (iii) to call a general meeting, other than an AGM on not less than 14 clear days' notice. The Board does not currently expect this to have an impact on the Company or its business.

The table below details votes cast on each resolution.

 
                                Votes For      %      Votes Against     %      Total Votes   Votes Withheld     % of 
                                                                                (excluding                     Issued 
                                                                                withheld)                       Share 
                                                                                                               Capital 
                                                                                                                Voted 
 Ordinary Resolutions 
 Resolution 1 : To receive 
  the Directors' report and 
  accounts                      18,984,407   95.88%      814,913      4.12%    19,799,320       811,668        39.07% 
                               -----------  -------  --------------  -------  ------------  ---------------  --------- 
 Resolution 2 : To approve 
  the Directors' Remuneration 
  Report                        18,331,222   93.59%     1,256,199     6.41%    19,587,421       981,201        38.65% 
                               -----------  -------  --------------  -------  ------------  ---------------  --------- 
 Resolution 3 : To declare 
  a final dividend of 22p per 
  Ordinary Share of 1p each 
  in 
  the Company ("Ordinary 
  Shares"), 
  payable on 27 October 2023    19,772,238   95.02%     1,036,586     4.98%    20,808,824        4,000         41.06% 
                               -----------  -------  --------------  -------  ------------  ---------------  --------- 
 Resolution 4 : To re-elect 
  Thomas Griffith as a 
  Director                      13,481,724   82.32%     2,896,252     17.68%   16,377,976      15,250,989      32.32% 
                               -----------  -------  --------------  -------  ------------  ---------------  --------- 
 Resolution 5 : To re-elect 
  Rian Dartnell as a Director   12,099,650   60.10%     8,033,016     39.90%   20,132,666       544,970        39.73% 
                               -----------  -------  --------------  -------  ------------  ---------------  --------- 
 Resolution 6 : To re-elect 
  Tazim Essani as a Director    12,424,782   61.71%     7,707,884     38.29%   20,132,666       544,970        39.73% 
                               -----------  -------  --------------  -------  ------------  ---------------  --------- 
 Resolution 7 : To re-elect 
  Peter Roth as a Director      12,503,467   62.10%     7,629,657     37.90%   20,133,124       544,603        39.73% 
                               -----------  -------  --------------  -------  ------------  ---------------  --------- 
 Resolution 8 : To re-elect 
  Jane Stabile as a Director    12,503,731   62.10%     7,629,723     37.90%   20,133,454       544,339        39.73% 
                               -----------  -------  --------------  -------  ------------  ---------------  --------- 
 Resolution 9 : To re-appoint 
  RSM UK Audit LLP as 
  auditors 
  of the Company                18,870,022   92.07%     1,625,091     7.93%    20,495,113       254,989        40.44% 
                               -----------  -------  --------------  -------  ------------  ---------------  --------- 
 Resolution 10 : To authorise 
  the Audit & Risk Committee 
  of the Company to fix the 
  remuneration 
  of the auditors               18,864,765   92.05%     1,630,348     7.95%    20,495,113       254,989        40.44% 
                               -----------  -------  --------------  -------  ------------  ---------------  --------- 
 Resolution 11 : To authorise 
  the Directors to allot 
  shares                        11,590,079   55.73%     9,208,340     44.27%   20,798,419        12,325        41.04% 
                               -----------  -------  --------------  -------  ------------  ---------------  --------- 
 Special Resolutions 
 Resolution 12 : To authorise 
  the Employee Benefit Trust 
  to hold Ordinary Shares up 
  to a maximum aggregate of 
  10% 
  of the issued Ordinary 
  Share 
  capital of the Company        16,827,484   80.90%     3,972,516     19.10%   20,800,000        11,060        41.04% 
                               -----------  -------  --------------  -------  ------------  ---------------  --------- 
 Resolution 13 : Authority 
  to disapply rep-emption 
  rights                        11,532,209   55.47%     9,256,173     44.53%   20,788,382        20,355        41.02% 
                               -----------  -------  --------------  -------  ------------  ---------------  --------- 
 Resolution 14 : Additional 
  authority to disapply 
  pre-emption 
  rights                        11,567,427   55.61%     9,232,874     44.39%   20,800,301        10,819        41.04% 
                               -----------  -------  --------------  -------  ------------  ---------------  --------- 
 Resolution 15 : To authorise 
  the Company to make market 
  purchases of Ordinary 
  Shares                        11,651,135   56.00%     9,153,471     44.00%   20,804,606        7,375         41.05% 
                               -----------  -------  --------------  -------  ------------  ---------------  --------- 
 Resolution 16 : To authorise 
  the Directors to call a 
  general 
  meeting, other than an AGM, 
  on not less than 14 clear 
  days' 
  notice                        12,790,024   61.48%     8,014,582     38.52%   20,804,606        7,375         41.05% 
                               -----------  -------  --------------  -------  ------------  ---------------  --------- 
 

Notes:

 
      1) Following the completion of the merger with Karpus Management, Inc. on 1 October 2020, the 
       Company has a "Controlling Shareholder Group", which has agreed to limit their voting rights 
       to the lower of: (i) the number of shares held by them; and (ii) 24.99 per cent. of the votes 
       cast on any resolution by all shareholders. The Controlling Shareholder Group cast votes in 
       excess of 24.99 per cent. of the votes cast on the resolutions by all shareholders and, accordingly, 
       the number of votes stated above as being cast "in favour", "against" and those "withheld" have 
       been reduced accordingly. 
      2) The total number of Ordinary Shares of 1p each in the Company in issue at close of business 
       on 19 October 2023 and the number used for the percentage of issued share capital voted was 
       50,679,095. 
      3) The percentage of issued share capital voted calculation uses total votes cast (including 
       votes withheld) as adjusted per the Controlling Shareholder Group calculation detailed in point 
       1, above. 
      4) The votes "for" include those giving the Chair of the AGM discretion. 
      5) Votes "for" and "against" are expressed as a percentage of the number in the total votes 
       cast column (excluding votes withheld). 
      6) The percentages above are rounded to two decimal places. 
      7) A vote withheld is not a vote in law and is not counted in the calculation of votes "for" 
       or "against" a resolution. 
 

Resolutions 5, 6, 7 and 8 related to the re-election of the Independent Directors. Under the Listing Rules, because the Controlling Shareholder Group together control in concert more than 30 per cent. of the voting rights of the Company (even though they have agreed to limit their voting rights as stated above), the re-election of an Independent Director by shareholders must be approved by a majority of both: (i) the shareholders of the Company; and (ii) the independent shareholders of the Company (that is, the shareholders of the Company entitled to vote on the election of Independent Directors who are not part of the Controlling Shareholder Group). The Company has separately counted the number of votes cast by the independent shareholders in favour of resolutions 5, 6, 7 and 8 and has determined that, in each case, the second threshold referred to in (ii) above has also been met. Notes 4 to 7 above also apply to the following table.

 
 Resolution                      Votes For      %      Votes Against     %     Votes Total   Votes Withheld 
                                                                                (excluding 

                                                                                withheld) 
 Resolution 5 : To re-appoint 
  Rian Dartnell as a Director    12,099,650   96.71%      411,166      3.29%   12,510,816       544,970 
                                -----------  -------  --------------  ------  ------------  --------------- 
 Resolution 6 : To re-appoint 
  Tazim Essani as a Director     12,424,782   99.94%       7,786       0.06%   12,432,568       544,970 
                                -----------  -------  --------------  ------  ------------  --------------- 
 Resolution 7 : To re-appoint 
  Peter Roth as a Director       12,503,467   99.94%       7,716       0.06%   12,511,183       544,603 
                                -----------  -------  --------------  ------  ------------  --------------- 
 Resolution 8 : To re-appoint 
  Jane Stabile as a Director     12,503,731   99.94%       7,716       0.06%   12,511,447       544,339 
                                -----------  -------  --------------  ------  ------------  --------------- 
 

In accordance with Listing Rule 9.6.2R, copies of the resolutions comprising special business have been made available for inspection on the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

City of London also announces the following changes in composition within the Board's Committees following the re-election of Rian Dartnell at the AGM and his appointment as Chair:

 
 
        *    Rian Dartnell shall step down as Chair of the 
             Remuneration Committee and cease to be a member of 
             the Audit & Risk Committee; and 
 
        *    Tazim Essani shall become Chair of the Remuneration 
             Committee. 
 

These changes were both subject to both Rian Dartnell and Tazim Essani being re-elected as Directors of the Company at the AGM and shall take immediate effect.

For further information, please visit http://www.clig.co.uk/ or contact:

Tom Griffith, CEO

City of London Investment Group PLC

Tel: [phone]

Martin Green, James Hornigold

Zeus Capital Limited

Financial Adviser & Broker

Tel: [phone]

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 [e-mail] or visit www.rns.com.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.

END

RAGMJBTTMTITBFJ

(END) Dow Jones Newswires

October 23, 2023 08:47 ET (12:47 GMT)