Highcroft Investments PLC Result of AGM (3067Z)

TIDMHCFT

RNS Number : 3067Z

Highcroft Investments PLC

16 May 2019

Annual General Meeting 2019

Highcroft Investments plc

(the "Company" or "Highcroft")

Results of the Annual General Meeting held on 16 May 2019

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. Resolutions 1 to 11 were proposed as ordinary resolutions and resolutions 12 and 13 were proposed as special 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, 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 resolutions 4 and 8 only, the voting by the Independent Shareholders (which excludes the voting interest of the Kingerlee Concert Party, as controlling shareholder, holding 2,164,466 ordinary shares which represents 41.89% of the issued ordinary share capital of the Company).

 
                                                 In favour         Against 
                 RESOLUTION                     Votes     %age   Votes   %age   Withheld 
                ---------------------------  ----------  -----  ------  -----  --------- 
                 To receive and consider 
                  the report and accounts 
                  for the year ended 
            1     31 December 2018.           1,993,645    100       0      0          0 
                ---------------------------  ----------  -----  ------  -----  --------- 
                 To approve a final 
                  property income 
                  distribution of 
                  33.75p per share 
                  on the ordinary 
                  shares of the Company 
                  for the year ended 
                  31 December 2018 
                  to be paid on 31 
                  May 2019 to shareholders 
                  on the register 
                  of members on 3 
            2     May 2019.                   1,993,645    100       0      0          0 
                ---------------------------  ----------  -----  ------  -----  --------- 
                 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 
            3     December 2018.              1,993,645    100       0      0          0 
                ---------------------------  ----------  -----  ------  -----  --------- 
                 To approve the director's 
                  remuneration policy 
                  contained in the 
                  annual report for 
                  the year ended 31 
                  December 2018, in 
                  accordance with 
                  section 439A of 
                  the Companies Act 
            4     2006.                       1,993,645    100       0      0          0 
                ---------------------------  ----------  -----  ------  -----  --------- 
                 To approve the Company's 
                  new incentive plan 
                  and to authorise 
                  the directors to 
                  do all such things 
                  to carry the plan 
            5     into effect.                1,993,645    100       0      0          0 
                ---------------------------  ----------  -----  ------  -----  --------- 
                 To re-elect Charles 
                  Butler as a director 
            6     of the Company.             1,993,645    100       0      0          0 
                ---------------------------  ----------  -----  ------  -----  --------- 
                 To re-elect Simon 
                  Gill as a director 
            7     of the Company.             1,993,645    100       0      0          0 
                ---------------------------  ----------  -----  ------  -----  --------- 
                 To re-elect David 
                  Kingerlee as a director 
            8     of the Company.             1,993,645    100       0      0          0 
                ---------------------------  ----------  -----  ------  -----  --------- 
                 To re-elect Roberta 
                  Miles as a director 
            9     of the Company.             1,993,645    100       0      0          0 
                ---------------------------  ----------  -----  ------  -----  --------- 
                 To re-elect Simon 
                  Costa as a director 
            10    of the Company.             1,993,645    100       0      0          0 
                ---------------------------  ----------  -----  ------  -----  --------- 
                 To re- appoint Mazars 
                  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 
            11    the ensuing year.           1,993,645    100       0      0          0 
                ---------------------------  ----------  -----  ------  -----  --------- 
                 To allot shares 
                  in the company up 
                  to an aggregate 
                  nominal amount of 
            12    GBP64,591.                  1,993,645    100       0      0          0 
                ---------------------------  ----------  -----  ------  -----  --------- 
                 That a General Meeting 
                  of the Company (other 
                  than an Annual General 
                  Meeting) may be 
                  called on not less 
            13    than 14 days' notice.       1,993,645    100       0      0          0 
                ---------------------------  ----------  -----  ------  -----  --------- 
 

Votes of Independent Shareholders (excluding the voting interest of the Kingerlee Concert Party)

 
                                In favour        Against 
      RESOLUTION               Votes    %age   Votes   %age   Withheld 
     ----------------------  --------  -----  ------  -----  --------- 
      To re-elect Charles 
       Butler as a director 
 6     of the Company.        365,034    100       0      0          0 
     ----------------------  --------  -----  ------  -----  --------- 
      To re-elect Simon 
       Costa as a director 
 10    of the Company.        365,034    100       0      0          0 
     ----------------------  --------  -----  ------  -----  --------- 
 

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

Charles Butler/Roberta Miles 01865 840023

Panmure Gordon (UK) Limited

Fabien Holler 020 7886 2500

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May 16, 2019 09:27 ET (13:27 GMT)