Brooks Macdonald Group PLC Result of AGM (9241F)

TIDMBRK

RNS Number : 9241F

Brooks Macdonald Group PLC

31 October 2018

BROOKS MACDONALD GROUP PLC

(the "Company")

Result of Annual General Meeting ('AGM')

The Company's 2018 AGM was held today at 72 Welbeck Street, London. All resolutions proposed at the meeting were passed on a poll. The table below shows the total votes validly cast, being those votes for or against each resolution. Total votes cast, including votes withheld, were over 10,672,202 Ordinary Shares, representing 77% of the Ordinary Shares in issue on 29 October 2018.

 
                                          For                Against             Votes withheld 
                                        (see note            (see note              (see note 
                                           1)                   1)                     2) 
---  -------------------------------  -----------  ------  -----------  ------  --------------- 
                                         Votes        %       Votes        %         Votes 
---  -------------------------------  -----------  ------  -----------  ------  --------------- 
      Receipt of the Report 
 1     and Accounts                    10,672,202    100        0          0           0 
---  -------------------------------  -----------  ------  -----------  ------  --------------- 
      Declaration of a final 
 2     dividend                        10,672,202    100        0          0           0 
---  -------------------------------  -----------  ------  -----------  ------  --------------- 
      Approval of the report 
       of the Remuneration 
 3     Committee                       10,421,107   97.65    250,735     2.35         360 
---  -------------------------------  -----------  ------  -----------  ------  --------------- 
      Approval of the new 
       Long Term Incentive 
 4     Plan                            6,261,460    58.67   4,410,713    41.33         29 
---  -------------------------------  -----------  ------  -----------  ------  --------------- 
      Re-election of Christopher 
       Knight as a Director 
 5     of the Company                  10,672,196   99.99       6        0.01          0 
---  -------------------------------  -----------  ------  -----------  ------  --------------- 
      Re-election of Caroline 
       Connellan as a Director 
 6     of the Company                  10,672,196    100        0          0           6 
---  -------------------------------  -----------  ------  -----------  ------  --------------- 
      Re-election of Andrew 
       Shepherd as a Director 
 7     of the Company                  10,672,202    100        0          0           0 
---  -------------------------------  -----------  ------  -----------  ------  --------------- 
      Election of Ben Thorpe 
       as a Director of the 
 8     Company                         10,672,202    100        0          0           0 
---  -------------------------------  -----------  ------  -----------  ------  --------------- 
      Re-election of Nicholas 
       Holmes as a Director 
 9     of the Company                  10,672,202    100        0          0           0 
---  -------------------------------  -----------  ------  -----------  ------  --------------- 
      Re-election of Colin 
       Harris as a Director 
 10    of the Company                  10,672,202    100        0          0           0 
---  -------------------------------  -----------  ------  -----------  ------  --------------- 
      Re-election of Richard 
       Price as a Director 
 11    of the Company                  10,672,196   99.99       6        0.01          0 
---  -------------------------------  -----------  ------  -----------  ------  --------------- 
      Re-election of Diane 
       Seymour-Williams as 
 12    a Director of the Company       10,672,202    100        0          0           0 
---  -------------------------------  -----------  ------  -----------  ------  --------------- 
      Election of David Stewart 
       as a Director of the 
 13    Company                         10,672,196   99.99       6        0.01          0 
---  -------------------------------  -----------  ------  -----------  ------  --------------- 
      Election of John Linwood 
       as a Director of the 
 14    Company                         10,672,196   99.99       6        0.01          0 
---  -------------------------------  -----------  ------  -----------  ------  --------------- 
      Reappointment and remuneration 
 15    of the Auditor                  10,672,167   99.99       6        0.01          29 
---  -------------------------------  -----------  ------  -----------  ------  --------------- 
 16   Electronic communications        10,671,813   99.99      360       0.01          29 
---  -------------------------------  -----------  ------  -----------  ------  --------------- 
 17   Political donation               9,029,841    98.92     98,356     1.08      1,544,005 
---  -------------------------------  -----------  ------  -----------  ------  --------------- 
      Authority to allot 
 18    new shares                      10,672,173    100        0          0           29 
---  -------------------------------  -----------  ------  -----------  ------  --------------- 
      Authority to disapply 
 19    pre-emption rights              10,357,582   97.06    314,231     2.94         389 
---  -------------------------------  -----------  ------  -----------  ------  --------------- 
      Additional authority 
       to disapply pre-emption 
 20    rights                          10,357,582   97.06    314,231     2.94         389 
---  -------------------------------  -----------  ------  -----------  ------  --------------- 
      Authority to purchase 
 21    own share                       9,128,551    99.99       6        0.01      1,543,645 
---  -------------------------------  -----------  ------  -----------  ------  --------------- 
      Notice period for general 
       meetings other than 
 22    AGM                             10,672,196   99.99       6        0.01          0 
---  -------------------------------  -----------  ------  -----------  ------  --------------- 
 

Notes

1. Votes "For" and "Against" are expressed as a percentage of votes received. Any proxy appointments which gave the Chairman discretion have been included in the "for" total.

2. A "Vote Withheld" is not a vote in law and is not counted in the calculation of the proportion of votes "For" or "Against" a resolution.

3. Resolutions 1 to 18 were ordinary resolutions and resolutions 19 to 22 were special resolutions.

   4.     The number of ordinary shares in issue at 30 October 2018 was 13,908,220. 

The Board is pleased that all resolutions have been passed but acknowledges that Resolution 4, relating to the introduction of a new Long Term Incentive Plan, received a significant number of votes against.

Based on the AGM vote and the Board's prior engagement with shareholders, it is clear that most shareholders are supportive of the new plan but some were concerned about the implications for dilution. The new plan will keep dilution within the 15% limit approved by shareholders in 2010. A large part of existing dilution, approximately 5%, relates to the Company's employee Save As You Earn scheme, which has a high level of participation. Dilution relating to discretionary awards is explicitly capped at 10% over 10 years by the rules governing discretionary share awards. Nevertheless, the Board recognises the concerns raised and will continue to engage with shareholders and reflect on the feedback received.

Enquiries to:

 
 Brooks Macdonald Group plc                       www.brooksmacdonald.com 
  Caroline Connellan, Chief Executive              020 7499 6424 
  Ben Thorpe, Finance Director 
 Peel Hunt LLP (Nominated Adviser and Broker) 
  Guy Wiehahn / Adrian Haxby                      020 7418 8900 
 MHP Communications 
  Reg Hoare / Simon Hockridge / Charlie Barker    020 3128 8540 
 

Notes to editors

Brooks Macdonald Group plc, through its various subsidiaries, provides leading investment management services in the UK and internationally. The Group, which was founded in 1991 and began trading on AIM in 2005, had discretionary funds under management (FUM) of GBP12.8bn as at 30 September 2018.

Brooks Macdonald offers a range of investment management services to private high net worth individuals, pension funds, institutions, charities and trusts. The Group also provides financial planning as well as offshore investment management and acts as fund manager to regulated OEICs providing specialist funds in the property and structured return sectors.

The Group has thirteen offices across the UK and the Channel Islands including London, East Anglia, Hampshire, Leamington Spa, Manchester, Taunton, Tunbridge Wells, York, Scotland, Wales, Jersey, and Guernsey.

LEI: 213800WRDF8LB8MIEX37

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October 31, 2018 12:11 ET (16:11 GMT)