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 Report and
Financial Statements |
412,375,454 |
1,341,544 |
641 |
33,115 |
2 |
To re-appoint Deloitte as
Auditors |
412,491,165 |
1,032,894 |
193,580 |
33,115 |
3 |
To authorise the Directors to
determine the remuneration of the Auditors |
413,716,998 |
0 |
641 |
33,115 |
4 |
To re-elect Jeremy Tigue as a
Director. |
412,042,939 |
1,674,059 |
641 |
33,115 |
5 |
To re-elect Thomas Henderson as a
Director. |
410,513,438 |
3,203,560 |
641 |
33,115 |
6 |
To re-elect Nigel Keen as a
Director. |
412,172,908 |
1,544,090 |
641 |
33,115 |
7 |
To re-elect Nicholas Moss as a
Director. |
413,708,170 |
8,828 |
641 |
33,115 |
8 |
To re-elect Ellen Strahlman as a
Director. |
413,716,998 |
0 |
641 |
33,115 |
9 |
To approve the directors'
remuneration report. |
413,716,998 |
0 |
641 |
33,115 |
10 |
To approve the directors'
remuneration policy. |
413,716,998 |
0 |
641 |
33,115 |
11 |
Authority to allot shares. |
413,708,170 |
0 |
9,469 |
33,115 |
12 |
Waiver of Rule 9 obligation on
Wellcome Ventures. |
119,833,417 |
34,561,490 |
259,322,732 |
33,115 |
13 |
To authorise the company to purchase
its own shares. |
413,708,170 |
0 |
9,469 |
33,115 |
14 |
To disapply pre-emption rights. |
413,708,170 |
0 |
9,469 |
33,115 |
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: 01481 745001
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.