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Lowland Investment Company PLC held its Annual General Meeting on January 25, 2023, where all proposed resolutions were passed. These included special resolutions authorizing the issuance or sale of up to 10% of the share capital without pre-emption rights, and market purchases of up to 14.99% of the issued ordinary share capital, equivalent to £1,012,520 nominal value as of the meeting date. The Company also confirmed an existing shareholder authority to repurchase a maximum of 40,500,820 of its ordinary shares.
| Date | 25 Jan 2023 |
| Time | 16:36:47 |
| Category | Miscellaneous |
| ID | 8770N |
JANUS HENDERSON FUND MANAGEMENT UK LIMITED
LOWLAND INVESTMENT COMPANY PLC
LEGAL ENTITY IDENTIFIER: 2138008RHG5363FEHV19
25 January 2023
LOWLAND INVESTMENT COMPANY PLC
Annual General Meeting held on 25 January 2023
Lowland Investment Company plc announces that at the Annual General Meeting held earlier today all resolutions proposed were duly passed on a show of hands. This included four Special Resolutions authorising:
- up to 10% of the share capital to be issued or sold out of treasury without first
offering them to existing shareholders in accordance with statutory
pre-emption procedures;
- market purchases of the Company's ordinary shares up to a maximum of 14.99% of the issued ordinary share capital (equivalent to £1,012,520 nominal value of ordinary shares as at today's date) at the maximum price per share (exclusive of expenses) not exceeding the higher of:
i) 105% of the average middle market quotations for the five business days preceding the date of purchase; and
ii) the higher of the last independent bid and the highest current independent bid on the London Stock Exchange; and
- that a General Meeting other than an Annual General Meeting may be called on not less than 14 clear days' notice; and
- that the Board be permitted to convene a General Meeting via electronic or hybrid means.
The full text of all the resolutions can be found in the Notice of Meeting, copies of which are available for viewing at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism
Proxy votes submitted were as follows:
|
Resolutions |
Votes for (including at Chairman's discretion) |
% |
Votes against |
% |
Total votes cast |
Votes cast (excluding votes withheld) as a percentage of total voting rights |
Votes withheld |
|
1. Annual Report and audited financial statements |
66,254,377 |
99.88 |
82,845 |
0.12 |
66,388,001 |
24.57 |
65,967 |
|
2. Directors' Remuneration Policy |
65,803,290 |
99.52 |
318,581 |
0.48 |
66,172,650 |
24.49 |
281,318 |
|
3. Directors' Remuneration Report |
65,761,106 |
99.38 |
409,723 |
0.62 |
66,221,608 |
24.51 |
232,360 |
|
4. Approve a final dividend of 1.525p per share |
66,336,985 |
99.98 |
10,326 |
0.02 |
66,398,090 |
24.57 |
55,878 |
|
5. To re-elect Robert Robertson as a Director |
59,249,782 |
89.43 |
7,002,378 |
10.56 |
66,302,939 |
24.54 |
151,029 |
|
6. To re-elect Duncan Budge as a Director |
64,464,455 |
97.32 |
1,777,705 |
2.68 |
66,292,939 |
24.54 |
161,029 |
|
7. To re-elect Susan Gaynor Coley as a Director |
64,497,404 |
97.32 |
1,776,622 |
2.68 |
66,324,805 |
24.55 |
129,163 |
|
8. To re-elect Helena Vinnicombe as a Director |
64,526,724 |
97.35 |
1,757,302 |
2.65 |
66,334,805 |
24.55 |
119,163 |
|
9. To elect Thomas Walker as a Director |
64,464,455 |
97.32 |
1,777,705 |
2.68 |
66,292,939 |
24.54 |
161,029 |
|
10. Re-appoint Ernst & Young LLP as statutory auditor |
65,801,899 |
99.28 |
478,997 |
0.72 |
66,331,675 |
24.55 |
88,513 |
|
11. Authorise Directors to determine the remuneration of the statutory Auditor |
66,150,607 |
99.83 |
111,574 |
0.17 |
66,312,960 |
24.54 |
141,008 |
|
12. Authority to allot relevant securities |
65,869,501 |
99.59 |
270,204 |
0.41 |
66,190,484 |
24.50 |
263,484 |
|
13. Authority to disapply pre-emption rights* |
65,459,685 |
99.08 |
605,341 |
0.92 |
66,115,805 |
24.47 |
338,163 |
|
14. Authority to repurchase ordinary shares* |
66,031,165 |
99.63 |
245,576 |
0.37 |
66,327,520 |
24.55 |
126,448 |
|
15. 14 days' notice for a General Meeting* |
65,601,134 |
98.94 |
704,107 |
1.06 |
66,356,020 |
24.56 |
97,948 |
|
16. Convene a General Meeting via electronic or hybrid means* |
65,332,239 |
98.81 |
784,898 |
1.19 |
66,167,916 |
24.49 |
286,052 |
* special resolution
For the purposes of section 341 of the Companies Act 2006, the votes validly cast are expressed in the table above as a percentage of the Company's total voting rights as at close of business on 23 January 2023 (270,185,650), being the time at which a shareholder had to be registered in the Register of Members in order to vote at the Annual General Meeting. A vote "withheld" is not a vote in law and has not been counted as a vote "for" or "against" a resolution.
The number of ordinary shares in issue at the date of this announcement is 270,018,565, and no shares are held in treasury. As at the date of this announcement the Company's total voting rights therefore comprises 270,185,650 shares with one vote each.
A copy of the proxy results will shortly be available on the Company's website at:
A copy of the special business resolutions will be submitted to the National Storage Mechanism ("NSM") and will shortly be available for inspection on the NSM's website at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
The Company announces that it has authority to repurchase a maximum of 40,500,820 of its ordinary shares (being its outstanding shareholder authority). Such authority lasts until the next shareholder authority granted, or where expressly revoked by shareholders.
The Company instructs J.P. Morgan Securities plc to act as its broker in respect of its market purchase transactions. The Company may utilise the authority to purchase shares by either a single purchase or a series of purchases when market conditions allow when they are trading at a discount to the underlying net asset value per share, with the aim of maximising the benefit to shareholders. This proposal does not indicate that the Company will purchase shares at any particular time or price, nor imply any opinion on the part of the Directors as to the market or other value of the Company's shares. This arrangement is in accordance with Chapter 12 of the Financial Conduct Authority's Listing Rules and the Company's general authority to repurchase shares.
For further information please contact:
Harriet Hall
PR Manager, Janus Henderson Investors
Telephone: 020 7818 2919
Helena Harvey
For and on behalf of Janus Henderson Secretarial Services UK Limited
Lowland Investment Company plc
Tel: 020 7818 2025
Neither the contents of the Company's website nor the contents of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement.