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information contained in this announcement is restricted and is not
for publication, release or distribution in the United States of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.