Syncona Limited Result of AGM

 
TIDMSYNC 
 
8 September 2017 
 
                                Syncona Limited 
                Legal Entity Identifier - 213800X8MBI5VQITLW60 
 
                       Result of Annual General Meeting 
 
At the Annual General Meeting ("AGM") of the Company held today all Resolutions 
as set out in the AGM Notice dated 21 July 2017 (the "Notice") and sent to 
shareholders of the Company, were duly passed. 
 
Resolutions 1 to 12 were proposed as ordinary resolutions.  Only shareholders 
who were "Independent Shareholders" as such term is defined in the Notice were 
entitled to vote on Resolution 12.  Resolution 13 was proposed as a Special 
Resolution and Resolution 14 was proposed as an Extraordinary Resolution. 
 
Details of the proxy voting results which should be read alongside the Notice 
are noted below: 
 
 No           Resolution              For        Against      Abstain    Discretion 
 
  1   To receive the Annual       412,375,454   1,341,544       641        33,115 
      Report and Financial 
      Statements 
 
  2   To re-appoint Deloitte as   412,491,165   1,032,894     193,580      33,115 
      Auditors 
 
  3   To authorise the Directors  413,716,998       0           641        33,115 
      to determine the 
      remuneration of the 
      Auditors 
 
  4   To re-elect Jeremy Tigue    412,042,939   1,674,059       641        33,115 
      as a Director. 
 
  5   To re-elect Thomas          410,513,438   3,203,560       641        33,115 
      Henderson as a Director. 
 
  6   To re-elect Nigel Keen as   412,172,908   1,544,090       641        33,115 
      a Director. 
 
  7   To re-elect Nicholas Moss   413,708,170     8,828         641        33,115 
      as a Director. 
 
  8   To re-elect Ellen           413,716,998       0           641        33,115 
      Strahlman as a Director. 
 
  9   To approve the directors'   413,716,998       0           641        33,115 
      remuneration report. 
 
 10   To approve the directors'   413,716,998       0           641        33,115 
      remuneration policy. 
 
 11   Authority to allot shares.  413,708,170       0          9,469       33,115 
 
 12   Waiver of Rule 9            119,833,417  34,561,490   259,322,732    33,115 
      obligation on Wellcome 
      Ventures. 
 
 13   To authorise the company    413,708,170       0          9,469       33,115 
      to purchase its own 
      shares. 
 
 14   To disapply pre-emption     413,708,170       0          9,469       33,115 
      rights. 
 
Note - A vote withheld is not a vote in law and has not been counted in the 
votes for and against a resolution. 
 
Although Resolution 12 (to approve the waiver of the Rule 9 obligation on 
Wellcome Ventures) was passed with the requisite majority, 22% of the votes 
were cast against.  In addition, after taking account of the 243,461,685 shares 
held by Wellcome Ventures (who are not Independent Shareholders and so are not 
permitted to vote on Resolution 12), shares held by Independent Shareholders 
equivalent to 10% of the votes cast were withheld from Resolution 12. 
 
In accordance with the relationship agreement with Wellcome Ventures entered 
into as part of the transaction approved by shareholders in December 2016, the 
Company can only use a buyback authority if it either has a Rule 9 waiver in 
place or purchases are made in a way that does not increase Wellcome Ventures' 
interest in the Company.  The Board believes it is in the interests of 
shareholders that the Company has flexibility in how it uses the buyback 
authority and that it is not dependent on Wellcome Ventures choosing to sell 
shares.  In reaching that view, the Board took account of the possibility that 
Wellcome Ventures' interest in the Company could increase to a maximum of 
43.5%.  In light of today's results, the Board intends to engage further with 
shareholders to understand and consider any concerns regarding the Rule 9 
waiver. 
 
In accordance with the Listing Rule 9.6.2, a copy of all the resolutions passed 
other than resolutions concerning ordinary business have been submitted to the 
UK Listing Authority via the National Storage Mechanism and will shortly be 
available for inspection at www.hemscott.com/nsm.do. 
 
The full text of the resolutions can be found in the Notice of Annual General 
Meeting, which is available on the Company's website at www.synconaltd.com. 
 
[ENDS] 
 
Enquiries 
 
Northern Trust International Fund Administration Services (Guernsey) Limited 
Company Secretary 
Tel:      [phone] 
 
Copies of this announcement and other corporate information can be found on the 
company website at:www.synconaltd.com 
 
About Syncona: 
 
Syncona is a leading FTSE250 healthcare company focused on investing in and 
building global leaders in life science. Our vision is to deliver 
transformational treatments to patients in truly innovative areas of healthcare 
while generating superior returns for shareholders. Our current investment 
portfolio consists of seven high quality companies in life science and a 
leading range of fund investments. 
 
We seek to partner with the best, brightest and most ambitious minds in science 
to build globally competitive businesses. We are established leaders in gene 
therapy, cell therapy and advanced diagnostics, and focus on delivering 
dramatic efficacy for patients in areas of high unmet need. 
 
Our market leading funds portfolio seeks to generate superior returns by 
investing in long only and alternative investment funds. This represents a 
productively deployed evergreen funding base which enables us to take a long 
term approach to investing in life sciences as we target the best new 
opportunities and support our existing portfolio companies to grow and succeed. 
 
Syncona is aligned with two of the premium charitable funders in UK science, 
the Wellcome Trust, original founder of Syncona, and Cancer Research UK, both 
of which are significant shareholders in our business.  We make a donation of 
0.3% of Net Asset Value to a range of charities each year. 
 
 
 
END 
 

(END) Dow Jones Newswires

September 08, 2017 09:40 ET (13:40 GMT)