Highcroft Investments PLC Result of AGM (9939L)

TIDMHCFT

RNS Number : 9939L

Highcroft Investments PLC

18 May 2022

Annual General Meeting 2022

Highcroft Investments plc

(the "Company" or "Highcroft")

Results of the Annual General Meeting held on 18 May 2022

Highcroft announces that at its Annual General Meeting, which was held at 2.00 p.m. 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 Resolution 12 as a special resolution. The full text of the resolutions considered at the AGM are contained in the Notice of AGM published on 14 April 2022 which is available on the Company's website at www.highcroftplc.com. Results of the poll vote on each resolution are set out below.

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 5 and 9 only, the voting by the Independent Shareholders (which excludes the voting interest of the Kingerlee Concert Party, as controlling shareholder, holding 2,127,382 ordinary shares which represents 40.95% of the issued ordinary share capital of the Company).

 
                                        In favour            Against 
      RESOLUTION                      Votes       %       Votes       %     Withheld 
     ----------------------------  ----------  ------  ----------  ------  --------- 
      To receive the 2021 
 1     Annual Report                2,985,366     100           0       0          0 
     ----------------------------  ----------  ------  ----------  ------  --------- 
      To approve a final property 
       income distribution 
       of 33p per share on 
       the ordinary shares 
 2     of the Company               2,985,366     100           0       0          0 
     ----------------------------  ----------  ------  ----------  ------  --------- 
      To approve the Directors' 
 3     Remuneration report          2,982,739   99.91       2,627    0.09          0 
     ----------------------------  ----------  ------  ----------  ------  --------- 
      To approve the directors' 
 4     remuneration policy          2,982,739   99.91       2,627    0.09          0 
     ----------------------------  ----------  ------  ----------  ------  --------- 
 5    Re-elect Charles Butler       2,985,366     100           0       0          0 
     ----------------------------  ----------  ------  ----------  ------  --------- 
 6    Re-elect Simon Gill.          2,985,366     100           0       0          0 
     ----------------------------  ----------  ------  ----------  ------  --------- 
 7    Re-elect David Kingerlee.     1,839,461   61.62   1,145,905   38.38          0 
     ----------------------------  ----------  ------  ----------  ------  --------- 
 8    Re-elect Roberta Miles        2,985,366     100           0       0          0 
     ----------------------------  ----------  ------  ----------  ------  --------- 
 9    Re-elect Simon Costa.         2,985,366     100           0       0          0 
     ----------------------------  ----------  ------  ----------  ------  --------- 
 10   Reappointment of auditor      2,985,366     100           0       0          0 
     ----------------------------  ----------  ------  ----------  ------  --------- 
 11   Remuneration of auditor.      2,985,366     100           0       0          0 
     ----------------------------  ----------  ------  ----------  ------  --------- 
      Authority for reduced 
       notice of a general 
       meeting other than an 
 12    AGM                          2,982,739   99.91       2,627    0.09          0 
     ----------------------------  ----------  ------  ----------  ------  --------- 
 

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

 
                                   In favour       Against 
     RESOLUTION                   Votes      %    Votes   %   Withheld 
    -------------------------  ----------  ----  ------      --------- 
 5   Re-elect Charles Butler.   1,205,477   100       0   0          0 
    -------------------------  ----------  ----  ------      --------- 
 9   Re-elect Simon Costa.      1,205,477   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.

Shareholders were invited to submit questions in advance of the meeting and a copy of the questions received prior to the meeting and the responses from the Board are available at: www.highcroftplc.com/investors

Resolution 7: The re-election of David Kingerlee received over 60% in favour. Where 20% or more of votes have been cast against any Board recommendation for a resolution, the Company is required by provision 4 of the UK Corporate Governance Code to explain what action it will take to consult shareholders to understand the reason behind the result.

The Board remains committed to open and transparent dialogue and will accordingly, seek to engage with those shareholders regarding their views in this area. The Company will publish an update on this engagement in accordance with the UK Corporate Governance Code, within six months of the 2022 AGM and in the Company's 2022 Annual Report and Accounts. It will report on any steps that have been taken to understand shareholders' views in relation to this resolution and what impact any feedback may have on future decisions to be taken by the Board and actions or resolutions to be proposed.

Enquiries:

Highcroft Investments PLC

Charles Butler/Roberta Miles 01869 352766

 
 
 Singer Capital Markets 
 Peter Steel / Amanda Gray - Corporate Finance 
 Tom Salvesen - Corporate Broking 
 

020 7496 3000

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May 18, 2022 10:51 ET (14:51 GMT)