Caledonia Investments PLC Result of AGM (6736L)

TIDMCLDN

RNS Number : 6736L

Caledonia Investments PLC

20 July 2017

Caledonia Investments plc: Result of Annual General Meeting

Caledonia Investments plc (the "Company") is pleased to announce that all of the resolutions proposed at its annual general meeting held on 20 July 2017 were duly passed. Resolutions 10, 11, 12, 13 and 14 relating to the re-election of independent directors, were passed by separate majorities of all shareholders and of those shareholders who are independent of the Cayzer family concert party, the members of which are regarded as controlling shareholders for the purposes of the Listing Rules.

The following table indicates the number of valid proxy votes lodged in advance of the meeting for each of the resolutions. It should be noted that votes withheld do not constitute votes in law and therefore are not counted in the number of votes for or against any resolution.

 
 Resolution                 In favour             Against             Withheld   Total 
                                                                                  lodged 
-------------------------  --------------------  ------------------  ---------  ----------- 
 No                         No.          %        No.         %       No.        No. 
---  --------------------  -----------  -------  ----------  ------  ---------  ----------- 
      To receive 
       and adopt 
       the annual 
       report 
       and accounts 
       for the 
       year ended 
       31 March 
 1     2017                 35,862,794   99.99    3,530       0.01    0          35,866,324 
---  --------------------  -----------  -------  ----------  ------  ---------  ----------- 
      To approve 
       the directors' 
       remuneration 
       report 
       for the 
       year ended 
       31 March 
       2017 (other 
       than the 
       directors' 
       remuneration 
 2     policy)              35,550,450   99.25    269,827     0.75    45,815     35,866,092 
---  --------------------  -----------  -------  ----------  ------  ---------  ----------- 
      To approve 
       the 2017 
       directors' 
       remuneration 
 3     policy               35,568,437   99.20    285,805     0.80    11,850     35,866,092 
---  --------------------  -----------  -------  ----------  ------  ---------  ----------- 
      To approve 
       and declare 
       a final 
       dividend 
       of 39.9p 
       per ordinary 
 4     share                35,866,324   100.00   0           0.00    0          35,866,324 
---  --------------------  -----------  -------  ----------  ------  ---------  ----------- 
      To approve 
       and declare 
       a special 
       dividend 
       of 100.0p 
       per ordinary 
 5     share                35,864,324   99.99    2,000       0.01    0          35,866,324 
---  --------------------  -----------  -------  ----------  ------  ---------  ----------- 
      To re-elect 
       Mr W P 
       Wyatt a 
 6     director             35,825,849   100.00   0           0.00    40,475     35,866,324 
---  --------------------  -----------  -------  ----------  ------  ---------  ----------- 
      To re-elect 
       Mr S A 
       King a 
 7     director             35,825,849   100.00   0           0.00    40,475     35,866,324 
---  --------------------  -----------  -------  ----------  ------  ---------  ----------- 
      To re-elect 
       Mr J M 
       B Cayzer-Colvin 
 8     a director           35,683,517   99.60    142,332     0.40    40,475     35,866,324 
---  --------------------  -----------  -------  ----------  ------  ---------  ----------- 
      To re-elect 
       The Hon 
       C W Cayzer 
 9     a director           34,623,865   96.64    1,202,659   3.36    39,800     35,866,324 
---  --------------------  -----------  -------  ----------  ------  ---------  ----------- 
      To re-elect 
       Mr H Y 
       H Boël 
       a director 
 10    (all shareholders)   34,598,617   96.79    1,146,494   3.21    121,212    35,866,323 
---  --------------------  -----------  -------  ----------  ------  ---------  ----------- 
      To re-elect 
       Mr H Y 
       H Boël 
       a director 
       (independent 
 10    shareholders)        9,041,170    88.75    1,146,494   11.25   121,212    10,308,876 
---  --------------------  -----------  -------  ----------  ------  ---------  ----------- 
      To re-elect 
       Mr S J 
       Bridges 
       a director 
 11    (all shareholders)   35,686,740   99.50    178,267     0.50    1,317      35,866,324 
---  --------------------  -----------  -------  ----------  ------  ---------  ----------- 
      To re-elect 
       Mr S J 
       Bridges 
       a director 
       (independent 
 11    shareholders)        10,129,293   98.27    178,267     1.73    1,317      10,308,877 
---  --------------------  -----------  -------  ----------  ------  ---------  ----------- 
      To re-elect 
       Mr C H 
       Gregson 
       a director 
 12    (all shareholders)   35,686,174   99.50    180,150     0.50    0          35,866,324 
---  --------------------  -----------  -------  ----------  ------  ---------  ----------- 
      To re-elect 
       Mr C H 
       Gregson 
       a director 
       (independent 
 12    shareholders)        10,128,727   98.25    180,150     1.75    0          10,308,877 
---  --------------------  -----------  -------  ----------  ------  ---------  ----------- 
      To re-elect 
       Mrs S C 
       R Jemmett-Page 
       a director 
 13    (all shareholders)   35,852,587   99.96    13,737      0.04    0          35,866,324 
---  --------------------  -----------  -------  ----------  ------  ---------  ----------- 
      To re-elect 
       Mrs S C 
       R Jemmett-Page 
       a director 
       (independent 
 13    shareholders)        10,295,140   99.87    13,737      0.13    0          10,308,877 
---  --------------------  -----------  -------  ----------  ------  ---------  ----------- 
      To re-elect 
       Mr D C 
       Stewart 
       a director 
 14    (all shareholders)   35,038,378   97.80    788,146     2.20    39,800     35,866,324 
---  --------------------  -----------  -------  ----------  ------  ---------  ----------- 
      To re-elect 
       Mr D C 
       Stewart 
       a director 
       (independent 
 14    shareholders)        9,480,931    92.33    788,146     7.67    39,800     10,308,877 
---  --------------------  -----------  -------  ----------  ------  ---------  ----------- 
      To re-appoint 
       KPMG LLP 
 15    as auditor           35,738,719   99.88    41,944      0.12    85,661     35,866,324 
---  --------------------  -----------  -------  ----------  ------  ---------  ----------- 
      To authorise 
       the directors 
       to agree 
       the auditor's 
 16    remuneration         35,105,151   97.88    760,898     2.12    275        35,866,324 
---  --------------------  -----------  -------  ----------  ------  ---------  ----------- 
      To grant 
       the Company 
       authority 
       to make 
       market 
       purchases 
       of its 
 17    own shares           35,856,322   99.97    10,002      0.03    0          35,866,324 
---  --------------------  -----------  -------  ----------  ------  ---------  ----------- 
      To approve 
       the waiver 
       of the 
       mandatory 
       offer provisions 
       set out 
       in Rule 
       9 of the 
       City Code 
       on Takeovers 
       and Mergers 
       in relation 
       to the 
       Cayzer 
       Concert 
 18    Party*               8,453,782    83.72    1,643,548   16.28   211,547    10,308,877 
---  --------------------  -----------  -------  ----------  ------  ---------  ----------- 
      To authorise 
       the allotment 
       of unissued 
 19    shares               35,775,100   99.98    5,811       0.02    413        35,781,324 
---  --------------------  -----------  -------  ----------  ------  ---------  ----------- 
      To authorise 
       the allotment 
       of shares 
       on a non 
       pre-emptive 
 20    basis                35,768,841   99.97    12,070      0.03    413        35,781,324 
---  --------------------  -----------  -------  ----------  ------  ---------  ----------- 
      To authorise 
       the convening 
       of general 
       meetings 
       (other 
       than annual 
       general 
       meetings) 
       on not 
       less than 
       14 clear 
 21    days' notice         35,677,510   99.47    188,813     0.53    0          35,866,323 
---  --------------------  -----------  -------  ----------  ------  ---------  ----------- 
 

*As required by the City Code on Takeovers and Mergers, the Cayzer family concert party did not vote on this resolution.

Each of the resolutions was voted on by way of a show of hands, other than resolution 18 which was voted on by way of a poll. The numbers of votes cast at the meeting on resolution 18 were 8,382,237 in favour and 1,643,548 against.

At the date of the annual general meeting there were 55,381,017 ordinary shares with voting rights in issue. No shares are held in treasury.

In accordance with Listing Rule 9.6.2R, copies of resolutions 17 to 21, being the resolutions passed as special business at the annual general meeting, have been submitted to the National Storage Mechanism and will shortly be available at: www.Hemscott.com/nsm.do.

As previously announced, Rod Kent retired from the board at the conclusion of the annual general meeting and was succeeded as Chairman by David Stewart. As a consequence of his appointment, Mr Stewart has also become Chairman of the Company's Nomination Committee and has ceased to be a member of the Company's Audit Committee, being replaced on the latter by Shonaid Jemmett-Page. He remains a member of the Remuneration Committee.

Enquiries:

G P Denison,

Company Secretary

Tel: [phone]

20 July 2017

All of the resolutions proposed at the annual general meeting are also set out in the circular to shareholders incorporating the notice of the 2017 annual general meeting available on Caledonia's website at www.caledonia.com.

Neither the contents of the Company's website nor the contents of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement.

This information is provided by RNS

The company news service from the London Stock Exchange

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