26 June 2020
Gresham House Renewable Energy VCT 1 plc
("VCT 1" or the "Company")
Result of 2020 Annual General Meeting
Gresham House Renewable Energy VCT 1 plc announces that at the Company's 2020 Annual General Meeting held on 25 June 2020, all resolutions were voted on by way of a poll and the results of the proxy votes received are set out below.
Resolutions 1 to 8 (inclusive) were proposed as ordinary resolutions and resolutions 9 to 11 (inclusive) were proposed as special resolutions.
| | Resolution | Votes For* | % | Votes Against | % | Total votes validly cast | Total votes cast as % of issued share capital | Vote Withheld ** |
|
1 | Receive and adopt directors' report and annual accounts for period ended 31 December 2019 | 4,119,760,097 | 100 | 0 | 0 | 4,119,760,097 | 16.12 | 0
|
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2 | Approve directors' remuneration report | 4,119,760,097 | 100 | 0 | 0 | 4,119,760,097 | 16.12 | 0 |
|
3 | Approve the directors' remuneration policy | 4,119,760,097 | 100 | 0 | 0 | 4,119,760,097 | 16.12 | 0 |
|
4 | To re-appoint the auditor BDO LLP | 4,119,760,097 | 100 | 0 | 0 | 4,119,760,097 | 16.12 | 0 |
|
5 | To authorise the board of directors to determine the auditors remuneration | 4,119,760,097 | 100 | 0 | 0 | 4,119,760,097 | 16.12 | 0 |
|
6 | Elect David Hunter as a director | 4,119,760,097 | 100 | 0 | 0 | 4,119,760,097 | 16.12 | 0 |
|
7 | Re-elect Stuart Knight as a director | 4,119,694,409 | 100 | 65,688 | 0 | 4,119,760,097 | 16.12 | 0 |
|
8 | To authorise the Directors to allot shares under section 551 Companies Act 2006 | 1,996,035,494 | 48.45 | 2,123,724,603 | 51.55 | 4,119,760,097 | 16.12 | 0 |
|
9 | Subject to the passing of resolution 8, to disapply statutory pre-emption rights under section 570 Companies Act 2006 | 1,748,310,016 | 42.44 | 2,371,450,081 | 57.56 | 4,119,760,097 | 16.12 | 0 |
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10 | To authorise the Company to make market purchase of its own ordinary shares | 4,119,760,097 | 100 | 0 | 0 | 4,119,760,097 | 16.12 | 0 |
|
11 | To permit general meetings to be called on 14 days' notice | 3,553,340,243 | 86.25 | 566,419,854 | 13.75 | 4,119,760,097 | 16.12 | 0 |
* Includes discretionary votes
** A vote withheld is not a vote in law and is not counted in the calculation of the votes for or against a resolution.
Resolution 8, which related to the Directors' ability to allot new shares and Resolution 9, which related to the Company's ability to make non-pre-emptive issues of shares, were not passed, receiving significant opposition by shareholders.
The Board is disappointed that Resolutions 8 and 9 were not passed. As explained in the AGM Notice, whilst the Company has no intention at present of raising money in the coming year, the Board believes it imprudent not to have the ability to raise funds through the allotment of shares up to 10 per cent. of the issued share capital without pre-emption rights. Such a facility would only be used in exceptional circumstances, such as the need to invest to meet HMRC rules, or to protect the value of a current investment.
Further, the Board had explained in the AGM Notice that the Board will only issue shares where it believes that it is in the best interests of all existing shareholders to do so and that existing shareholders would be given the opportunity to participate in any future fundraising by the Company.In the light of the significant number of votes against Resolutions 8 and 9, the Company will undertake a detailed review of the feedback received on these resolutions to ensure it fully understands shareholders' concerns. The Board takes seriously its responsibilities to uphold the highest standards of corporate governance and is open to constructive dialogue with shareholders and shareholder bodies.
For further information, please contact:
| Gresham House Asset Management | t.hayes@greshamhouse.com |
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| JTC (UK) Limited - Company Secretary | GreshamVCTs@jtcgroup.com |
LEI: 213800IVQHJXUQBAAC06
Notes:
As at close of business on 23 June 2020, the share capital of the Company consisted of 26,133,036 Ordinary Shares and 39,463,845 'A' shares with voting rights, excluding treasury shares. Each Ordinary Share has 1,000 voting rights and each 'A' share has one voting right.
In accordance with Listing Rule 9.6.2 copies of all the resolutions passed, other than ordinary business, will be submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
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