The information contained in this announcement is restricted and is not for publication, release or distribution in the United States of America, any member state of the European Economic Area, Canada, Australia, Japan or the Republic of South Africa.
15 May 2024
Literacy Capital Plc
Results of the Annual General Meeting held on 15 May 2024
Literacy Capital Plc (the "Company") is pleased to announce that all of the resolutions put forward at its Annual General Meeting held on 15 May 2024 were duly passed.
The full text of all the resolutions is contained in the notice of meeting in the Company's circular dated 8 April 2024 (the "AGM Circular").
As contemplated in the AGM Circular, the votes were conducted on a poll with the chair of the meeting casting their vote in accordance with the proxy votes held by them as set out below.
The votes received were as follows:
|
Resolutions | In Favour/Discretionary | Against | Withheld | Total proxy votes cast | Percentage of issued share capital voted (%) | |||
| Total votes | Percentage | Total votes | Percentage | | | | ||
| Ordinary resolutions | ||||||||
| 1. | To capitalise from time to time a sum or sums not exceeding, at each relevant time, the aggregate amount then standing to the credit of the Company's reserves available for the purpose of making issues of unlisted redeemable fixed rate preference shares ("B Shares") of £1 each in the capital of the Company. | 28,726,946 | 100.00% | 0 | 0.00% | 500 | 28,727,446 | 47.88% |
| 2. | To authorise the Directors to allot B Shares under section 551 of the Companies Act 2006. | 28,726,946 | 100.00% | 0 | 0.00% | 500 | 28,727,446 | 47.88% |
| 3. | To approve a Related Party Transaction relating to a variation to the AIFM Agreement as described in the AGM Circular. | 5,219,185 | 100.00% | 0 | 0.00% | 23,508,261 | 28,727,446 | 47.88% |
| 4. | To receive the reports of the Directors and the Auditors and the audited accounts for the year ended 31 December 2023. | 28,726,946 | 100.00% | 0 | 0.00% | 500 | 28,727,446 | 47.88% |
| 5. | To approve the Directors' remuneration policy. | 28,726,946 | 100.00% | 0 | 0.00% | 500 | 28,727,446 | 47.88% |
| 6. | To approve the Directors' remuneration report. | 28,726,946 | 100.00% | 0 | 0.00% | 500 | 28,727,446 | 47.88% |
| 7. | To re-elect Paul Pindar as a Director of the Company. | 28,726,946 | 100.00% | 0 | 0.00% | 500 | 28,727,446 | 47.88% |
| 8. | To re-elect Richard Pindar as a Director of the Company. | 28,726,946 | 100.00% | 0 | 0.00% | 500 | 28,727,446 | 47.88% |
| 9. | To re-elect Simon Downing as a Director of the Company. | 28,726,946 | 100.00% | 0 | 0.00% | 500 | 28,727,446 | 47.88% |
| 10. | To re-elect Rachel Murphy as a Director of the Company. | 28,726,946 | 100.00% | 0 | 0.00% | 500 | 28,727,446 | 47.88% |
| 11. | To re-elect Christopher Sellers as a Director of the Company. | 28,726,946 | 100.00% | 0 | 0.00% | 500 | 28,727,446 | 47.88% |
| 12. | To appoint Mazars LLP as auditors to the Company. | 28,726,946 | 100.00% | 0 | 0.00% | 500 | 28,727,446 | 47.88% |
| 13. | To authorise the Directors to fix the auditors' remuneration. | 28,726,946 | 100.00% | 0 | 0.00% | 500 | 28,727,446 | 47.88% |
| 14. | To approve the Company's dividend policy. | 28,726,946 | 100.00% | 0 | 0.00% | 500 | 28,727,446 | 47.88% |
| 15. | To authorise the Directors to allot Ordinary Shares under section 551 of the Companies Act 2006 up to an aggregate nominal amount of £12,000. | 28,724,981 | 100.00% | 0 | 0.00% | 2,465 | 28,727,446 | 47.88% |
| | Special resolutions | | | |||||
| 16. | To disapply statutory pre-emption rights under section 570 of the Companies Act 2006 up to an aggregate nominal value of £12,000. | 28,726,946 | 100.00% | 0 | 0.00% | 500 | 28,727,446 | 47.88% |
| 17. | To authorise the Company to make a market purchase of its own Ordinary Shares. | 28,726,946 | 100.00% | 0 | 0.00% | 500 | 28,727,446 | 47.88% |
| 18. | To permit general meetings to be called on 14 days' notice. | 28,726,946 | 100.00% | 0 | 0.00% | 500 | 28,727,446 | 47.88% |
| 19. | To approve and adopt the New Articles of Association as described in the AGM Circular. | 28,726,352 | 99.99% | 594 | 0.01% | 500 | 28,727,446 | 47.88% |
Notes:
| (i) | Votes 'For' include those votes giving the Chair discretion. |
| (ii) | The number of ordinary shares in issue on 15 May 2024 was 60,000,000. No shares are held in treasury. Shareholders are entitled to one vote per share. |
| (iii) | A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes validly cast. |
| (iv) | The votes withheld pursuant to Resolution 3 above included those withheld by members of the Company's investment manager and other persons who had undertaken not to vote on Resolution 3 in accordance with the Company's voluntary compliance with the "Related Party Transaction" requirements set out in Listing Rule 11, as described further in the AGM Circular. |
Full details of the resolutions are set out in the AGM Circular (which is available on the Company's website at www.literacycapital.com).
Resolutions 1 to 15 were ordinary resolutions, requiring more than 50 per cent. of shareholders' votes to be cast in favour of the resolutions. Resolutions 16 to 19 were special resolutions, requiring at least 75 per cent. of shareholders' votes to be cast in favour of the resolutions.
A copy of all the resolutions passed at the Annual General Meeting has been submitted to the Financial Conduct Authority via the National Storage Mechanism and will shortly be available for inspection at https://www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storage-mechanism.
For further information, please contact:
Literacy Capital plc / Book Asset Management LLP:
Richard Pindar / Tom Vernon
+44 (0) 20 3960 0280
Singer Capital Markets Securities Limited:
Robert Peel / Angus Campbell
+44 (0) 20 7496 3000
LEI: 2549006P3DFN5HLFGR54
A copy of this announcement will be available on the Company's website at https://www.literacycapital.com/. Neither the content of the Company's website, nor the content on any website accessible from hyperlinks on its website for any other website, is incorporated into, or forms part of, this announcement nor, unless previously published by means of a recognised information service, should any such content be relied upon in reaching a decision as to whether or not to acquire, continue to hold, or dispose of, securities in the Company.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.