Jupiter Fund Management PLC Result of General Meeting and AGM (6652N)

TIDMJUP

RNS Number : 6652N

Jupiter Fund Management PLC

21 May 2020

21 May 2020

Jupiter Fund Management plc (the "Company")

Results of the General Meeting and the Annual General Meeting

The Board is pleased to announce the results of both the General Meeting, to approve the acquisition of Merian Global Investors Limited ("Merian"), and the Annual General Meeting ("AGM") of the Company held today, 21 May 2020, at The Zig Zag Building, 70 Victoria Street, London SW1E 6SQ.

All resolutions proposed at both the General Meeting and Annual General Meeting were passed by the requisite majorities.

Andrew Formica, Chief Executive, commented:

"We are delighted by the support from our shareholders for the acquisition of Merian, which reflects the strong strategic and financial rationale for the transaction. Whilst completion of the acquisition remains conditional on a small number of provisions, including the receipt of customary regulatory approvals, this is an important milestone. We remain on track to complete the acquisition on, or as soon as possible after, 1 July 2020 and have been working closely with colleagues at Merian on the integration, which is progressing smoothly despite the lockdown."

Results of the General Meeting

 
 Resolution                  For           % of     Against      % of     Total votes   Votes 
                                            total                 total    cast          withheld* 
                                            votes                 votes 
                                            cast                  cast 
 To approve the 
  acquisition of 
  Merian Global Investors 
  Limited and authorise 
  the Directors to 
  allot the consideration 
  shares                     348,500,180   95.04    18,199,862   4.96     366,700,042   18,694,296 
                            ------------  -------  -----------  -------  ------------  ----------- 
 

The results of the resolution proposed at the General Meeting, decided by way of poll, is set out below.

*Please note that 'vote withheld' is not a vote under English law and is not counted in the calculation of votes 'for' or 'against' a resolution, or in the 'percentage of total votes cast'.

A total of 385,394,338 shares, representing 84.2% of the issued share capital, was voted at the General Meeting.

Results of the AGM

The results of the AGM resolutions, all decided by way of poll, are set out below.

 
 Resolutions                   For           % of     Against       % of     Total votes   Votes 
                                              total                  total    cast          withheld* 
                                              votes                  votes 
                                              cast                   cast 
 1. To receive the 
  report of the Directors 
  and the Accounts 
  of the Company 
  for the year ended 
  31 December 2019             382,003,896   99.38    2,393,575     0.62     384,397,471   920,630 
                              ------------  -------  ------------  -------  ------------  ----------- 
 2. To approve the 
  Annual Remuneration 
  Report for the 
  year ended 31 December 
  2019                         373,197,433   97.01    11,511,682    2.99     384,709,115   608,986 
                              ------------  -------  ------------  -------  ------------  ----------- 
 3. To elect Wayne 
  Mepham as a Director         383,172,717   99.60    1,540,670     0.40     384,713,387   604,714 
                              ------------  -------  ------------  -------  ------------  ----------- 
 4. To elect Nichola 
  Pease as a Director          378,640,163   98.92    4,125,554     1.08     382,765,717   2,552,384 
                              ------------  -------  ------------  -------  ------------  ----------- 
 5. To re-elect 
  Jonathon Bond as 
  a Director                   382,742,126   99.49    1,963,488     0.51     384,705,614   612,487 
                              ------------  -------  ------------  -------  ------------  ----------- 
 6. To re-elect 
  Edward Bonham Carter 
  as a Director                380,559,404   98.92    4,163,344     1.08     384,722,748   595,353 
                              ------------  -------  ------------  -------  ------------  ----------- 
 7. To re-elect 
  Andrew Formica 
  as a Director                383,212,523   99.61    1,507,945     0.39     384,720,468   597,633 
                              ------------  -------  ------------  -------  ------------  ----------- 
 8. To re-elect 
  Karl Sternberg 
  as a Director                276,263,699   72.43    105,135,649   27.57    381,399,348   3,918,753 
                              ------------  -------  ------------  -------  ------------  ----------- 
 9. To re-elect 
  Polly Williams 
  as a Director                383,361,767   99.65    1,343,950     0.35     384,705,717   612,384 
                              ------------  -------  ------------  -------  ------------  ----------- 
 10. To re-elect 
  Roger Yates as 
  a Director                   382,742,126   99.49    1,973,649     0.51     384,715,775   602,326 
                              ------------  -------  ------------  -------  ------------  ----------- 
 11. To re-appoint 
  PricewaterhouseCoopers 
  LLP as the Company's 
  auditors                     377,296,472   98.07    7,417,821     1.93     384,714,293   603,808 
                              ------------  -------  ------------  -------  ------------  ----------- 
 12. To authorise 
  the Audit and Risk 
  Committee to set 
  the remuneration 
  of the auditor               379,598,369   98.67    5,121,914     1.33     384,720,283   597,818 
                              ------------  -------  ------------  -------  ------------  ----------- 
 13. To authorise 
  the Directors to 
  allot shares in 
  the Company                  382,795,699   99.50    1,921,294     0.50     384,716,993   601,108 
                              ------------  -------  ------------  -------  ------------  ----------- 
 14. To authorise 
  political donations 
  and political expenditure    381,625,275   99.20    3,072,582     0.80     384,697,857   620,244 
                              ------------  -------  ------------  -------  ------------  ----------- 
 15. To authorise 
  the Directors to 
  disapply pre-emption 
  rights                       384,583,050   99.97    115,861       0.03     384,698,911   619,190 
                              ------------  -------  ------------  -------  ------------  ----------- 
 16. To authorise 
  the Company to 
  purchase its own 
  shares                       382,229,736   99.38    2,403,891     0.62     384,633,627   684,474 
                              ------------  -------  ------------  -------  ------------  ----------- 
 17. To approve 
  general meetings 
  (other than annual 
  general meetings) 
  of the Company 
  being called on 
  14 clear days' 
  notice                       374,536,325   97.36    10,171,485    2.64     384,707,810   610,291 
                              ------------  -------  ------------  -------  ------------  ----------- 
 

*Please note that 'vote withheld' is not a vote under English law and is not counted in the calculation of votes 'for' or 'against' a resolution, or in the 'percentage of total votes cast'.

A total of 385,318,101 shares, representing 84.2% of the issued share capital, was voted at the AGM.

The Board has considered the results of the AGM today and notes the level of votes cast against resolution 8, the re-election of Karl Sternberg, which received under 80% approval. As previously disclosed, this is primarily driven by the votes of our largest shareholder, who applies a more stringent voting policy on directors' external commitments than is market practice. Karl's external commitments are to listed investment trusts which require significantly less time commitment than a listed operating company. The Board strongly supports Karl's re-appointment to the Board and throughout his tenure Karl has clearly demonstrated his commitment to the Company and ability to dedicate sufficient time to his duties. The Nomination Committee carefully monitor all directors external time commitments and would take appropriate action should concerns be identified. In line with the requirements of the UK Governance Code, we will continue to engage with our major dissenting shareholders on this matter and provide the required updates on engagement.

The issued share capital of the Company comprises 457,699,916 shares. Resolutions 15, 16 and 17 were passed as special resolutions.

The Company has today sent copies of the resolutions passed at the General Meeting and AGM concerning items other than ordinary business to the National Storage Mechanism and they are available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism .

Details of proxy votes lodged will be available shortly on the Company's website at https://www.jupiteram.com/corporate/Investor-Relations/Shareholder-information/AGM-information

Jupiter Fund Management plc

LEI Number: 5493003DJ1G01IMQ7S28

For further information please contact:

 
                                     Investors                    Media 
            Jupiter                  Lisa Daniels                 Despina Constantinides 
                                      [phone]               [phone] 
                                      1664                         1278 
            Powerscourt                               Justin Griffiths 
                                                     [phone] 
 

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May 21, 2020 10:27 ET (14:27 GMT)