Alternative Income REIT PLC Result of Annual General Meeting (6626G)

TIDMAIRE

RNS Number : 6626G

Alternative Income REIT PLC

26 November 2020

THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION IN THE UNITED STATES OF AMERICA, ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA, CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA.

26 November 2020

Alternative Income REIT PLC

   (the " Company "   or "Group") 

RESULT OF ANNUAL GENERAL MEETING

The Board of Directors of Alternative Income REIT PLC (ticker: AIRE) announces that at the Company's Annual General Meeting held today, with the exception of resolutions 9, 11, 12 and 13, which failed to carry, all other resolutions were passed by shareholders. All resolutions were voted on by way of a poll.

Resolutions 1 to 11 (inclusive) were proposed as ordinary resolutions and resolutions 12 to 15 (inclusive) were proposed as special resolutions. The results of the poll are outlined in the table below.

The Board acknowledges the failure to pass resolutions 9, 11, 12 and 13.

The Board is disappointed by the level of voting participation and also, in particular, the failure to pass resolution 11 to adopt the proposed revised Investment Policy. The Board considers that the proposed amendments would have allowed the Company to take advantage of the current market opportunities and deliver significant added value to shareholders. Given the lack of support from shareholders (in particular following the recent Tender Offer) for the amendments and recognising that the Group remains sub-scale, the Board will engage immediately with shareholders, including those new to the register, on a range of potential options for the future strategy of the Company.

With regards to resolutions 12 and 13 the Board is disappointed in this outcome given that the resolutions follow the provisions of the Pre-emption Group's Statement of Principles for the disapplication of pre-emption rights and reflect UK listed company market practice.

The Board considers the flexibility afforded by these authorities to be in the best interests of the Company and shareholders and notes that they have each previously received support at past Annual General Meetings. In addition, any issue of shares pursuant to these authorities would, in any case, need to comply with Listing Rule 15.4.11, which prohibits the issue of shares for cash at a price below the net asset value per share, unless offered pro rata to existing shareholders or with separate, specific shareholder authority. However, the Board remains committed to continuing an open and transparent dialogue and will, accordingly, seek to continue to engage with those shareholders regarding their views in this area.

 
       Resolution         Votes For*     %     Votes Against     %     Total votes    Total votes     Votes Withheld** 
                                                                         validly        cast as % 
                                                                           cast         of issued 
                                                                                      share capital 
      To receive and 
      adopt the Annual 
      Report and 
      accounts of the 
      Company for the 
      year ended 
 1    30 June 2020        40,479,871   98.35      678,653      1.65    41,158,524        51.13           1,834,202 
     ------------------  -----------  ------  --------------  ------  ------------  ---------------  ----------------- 
      To approve the 
      Directors' 
      Remuneration 
 2    Report              40,326,456   98.26      712,068      1.74    41,038,524        50.98           1,954,202 
     ------------------  -----------  ------  --------------  ------  ------------  ---------------  ----------------- 
      To approve the 
      Directors' 
      Remuneration 
 3    Policy              40,326,456   98.26      712,068      1.74    41,038,524        50.98           1,954,202 
     ------------------  -----------  ------  --------------  ------  ------------  ---------------  ----------------- 
      To re-elect Steve 
      Smith as 
      a Director of the 
 4    Company             11,051,821   82.47     2,348,989     17.53   13,400,810        16.65           29,591,916 
     ------------------  -----------  ------  --------------  ------  ------------  ---------------  ----------------- 
      To re-elect Jim 
      Prower as a 
      Director of the 
 5    Company             13,251,821   94.99      698,989      5.01    13,950,810        17.33           29,041,916 
     ------------------  -----------  ------  --------------  ------  ------------  ---------------  ----------------- 
      To re-elect Alan 
      Sippetts as 
      a Director of the 
 6    Company             13,253,821   95.00      696,989      5.00    13,950,810        17.33           29,041,916 
     ------------------  -----------  ------  --------------  ------  ------------  ---------------  ----------------- 
      To re-appoint 
      KPMG as Auditors 
 7    of the Company      40,426,331   98.24      722,193      1.76    41,148,524        51.12           1,844,202 
     ------------------  -----------  ------  --------------  ------  ------------  ---------------  ----------------- 
      To authorise the 
      Board to 
      determine 
      the Auditors' 
 8    remuneration        40,469,796   98.33      688,728      1.67    41,158,524        51.13           1,834,202 
     ------------------  -----------  ------  --------------  ------  ------------  ---------------  ----------------- 
      To authorise the 
      Directors 
 9    to allot shares     11,591,821   28.16    29,566,703     71.84   41,158,524        51.13           1,834,202 
     ------------------  -----------  ------  --------------  ------  ------------  ---------------  ----------------- 
      To authorise the 
      Directors 
      to declare and 
      pay all dividends 
      of the Company as 
 10   interim dividends   40,461,796   98.31      696,728      1.69    41,158,524        51.13           1,834,202 
     ------------------  -----------  ------  --------------  ------  ------------  ---------------  ----------------- 
      That the proposed 
      revised 
      Investment 
 11   Policy be adopted   17,974,382   41.83    24,998,344     58.17   42,972,726        53.38             20,000 
     ------------------  -----------  ------  --------------  ------  ------------  ---------------  ----------------- 
      To dis-apply 
      statutory 
      pre-emption 
 12   rights up to 5%     11,527,655   28.01    29,630,869     71.99   41,158,524        51.13           1,834,202 
     ------------------  -----------  ------  --------------  ------  ------------  ---------------  ----------------- 
      To dis-apply 
      pre-emption 
      rights 
      up to a further 
      5% in connection 
      with an 
      acquisition or 
      specified 
      capital 
 13   investment          11,547,655   28.06    29,610,869     71.94   41,158,524        51.13           1,834,202 
     ------------------  -----------  ------  --------------  ------  ------------  ---------------  ----------------- 
      To authorise the 
      Company to 
      purchase its own 
 14   shares              42,312,073   98.42      680,653      1.58    42,992,726        53.41               0 
     ------------------  -----------  ------  --------------  ------  ------------  ---------------  ----------------- 
      To authorise the 
      calling of 
      general meetings, 
      other than 
      an annual general 
      meeting, 
      on not less than 
      14 clear days' 
 15   notice              39,815,870   97.00     1,232,654     3.00    41,048,524        50.99           1,944,202 
     ------------------  -----------  ------  --------------  ------  ------------  ---------------  ----------------- 
 

*Any proxy appointments which gave discretion to the Chairman have been included in the "For" totals.

**A vote withheld is not a vote in law and is not counted in the calculation of the votes for or against a resolution.

Every shareholder has one vote for every Ordinary Share held. As at 26 November 2020, the share capital of the Company consisted of 80,500,000 Ordinary Shares of GBP0.01 each with voting rights. The Company does not hold any shares in Treasury.

In accordance with the UK Corporate Governance Code, the Company will publish an update on engagement with regards to all failed resolutions, within six months of the 2020 Annual General Meeting and will report in the Company's 2021 Annual Report what steps have been taken by the Board in order to understand shareholders' views in relation to these resolutions and the impact of feedback on future decisions to be taken by the Board and actions or resolutions to be proposed.

The full text of all the resolutions can be found in the Notice of Annual General Meeting dated 19 October 2020, a copy of which is available on the Company's website at https://www.alternativeincomereit.com/investors/documents/2020 .

In accordance with Listing Rule 9.6.2 copies of all the resolutions passed, other than ordinary business, will be submitted to the National Storage Mechanism and will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism .

ENQUIRIES

 
 Alternative Income REIT PLC 
 Steve Smith - Chairman                   via Maitland/AMO below 
 
 M7 Real Estate Ltd 
  Richard Croft                           [phone] 
 
 Panmure Gordon (UK) Limited              [phone] 
 Alex Collins 
 Tom Scrivens 
 Chloe Ponsonby 
 
 Maitland/AMO (Communications Adviser)    [phone] 
 James Benjamin                           [e-mail] 
 

The Company's LEI is 213800MPBIJS12Q88F71.

Further information on Alternative Income REIT plc is available at www.alternativeincomereit.com (1)

NOTES

Alternative Income REIT PLC aims to generate a sustainable, secure and attractive income return for shareholders from a diversified portfolio of UK property investments, predominately in alternative and specialist sectors. The majority of the assets in the Group's portfolio are let on long leases which contain inflation linked rent review provisions.

The Company's investment adviser is M7 Real Estate Limited ("M7"). M7 is a leading specialist in the pan-European, regional, multi-tenanted real estate market. Majority owned by its senior managers, it has over 200 employees in 14 countries across Europe. The team manages over 835 properties with a value of circa EUR5.1 billion.

1 Neither the content of the Company's website, nor the content on any website accessible from hyperlinks on its website or any other website, is incorporated into, or forms part of, this announcement nor, unless previously published on a Regulatory Information Service, should any such content be relied upon in reaching a decision as to whether or not to acquire, continue to hold, or dispose of, securities in the Company.

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November 26, 2020 09:02 ET (14:02 GMT)