21 November 2018
Town Centre Securities PLC
(The 'Group' or the 'Company')
Results of the AGM
And
Directorate Change
The Directors of Town Centre Securities are pleased to announce that at it's Annual General Meeting held on Tuesday 20 November 2018, all of the proposed resolutions as set out in the Notice of Annual General Meeting were passed on a show of hands. Proxy votes were received from shareholders by the Company in advance of the meeting as set out below:
Resolution |
Votes for |
% |
Votes against |
% |
|
Total shares for and against |
% of total voting rights * |
|
Votes withheld ** |
1 |
Receive and adopt the financial statements for the financial year ended 30 June 2018 |
35,141,753 |
97.12% |
1,043,516 |
2.88% |
|
36,185,269 |
68.07% |
|
28 |
2 |
Approve the Directors' Remuneration Report (excluding Directors' Remuneration Policy) for the financial year ended 30 June 2018 |
33,378,652 |
92.29% |
2,789,409 |
7.71% |
|
36,168,061 |
68.03% |
|
17,236 |
3 |
Declare the final cash dividend recommended by the Board |
36,181,270 |
100.00% |
0 |
0.00% |
|
36,181,270 |
68.06% |
|
4,028 |
4 |
Re-elect P Huberman as a non-executive Director |
35,829,633 |
99.02% |
355,637 |
0.98% |
|
36,185,270 |
68.07% |
|
28 |
5 |
Elect J Collins as a non-executive Director |
36,185,270 |
100.00% |
0 |
0.00% |
|
36,185,270 |
68.07% |
|
28 |
6 |
Re-elect B Ziff as an Executive Director |
36,182,436 |
99.99% |
134 |
0.01% |
|
36,182,570 |
68.06% |
|
2,728 |
7 |
Elect L Shillaw as Director |
36,178,770 |
100.00% |
0 |
0.00% |
|
36,178,770 |
68.05% |
|
6,528 |
8 |
Re-appoint BDO as auditors of the Company |
35,133,897 |
99.98% |
6,431 |
0.02% |
|
35,140,328 |
66.10% |
|
1,044,969 |
9 |
Authorise the Directors to determine the remuneration of the auditor |
36,183,422 |
99.99% |
1,848 |
0.01% |
|
36,185,270 |
68.07% |
|
28 |
10 |
Authorise the Directors to make political donations |
29,669,189 |
98.74% |
379,068 |
1.26% |
|
30,048,257 |
56.52% |
|
6,137,041 |
11 |
Authorise the Board to allot shares |
35,125,153 |
99.95% |
19,183 |
0.05% |
|
35,144,336 |
66.11% |
|
1,040,961 |
12 |
Authorise the Directors to allot shares otherwise than on a pre-emptive basis - general |
35,765,185 |
98.84% |
420,085 |
1.16% |
|
36,185,270 |
68.07% |
|
28 |
13 |
Authorise the Directors to disapply pre-emption rights for purposes of acquisitions or capital investments |
34,731,442 |
95.99% |
1,451,543 |
4.01% |
|
36,182,985 |
68.06% |
|
2,312 |
14 |
Authorise to purchase Company's own shares |
35,125,599 |
97.07% |
1,059,670 |
2.93% |
|
36,185,269 |
68.07% |
|
28 |
15 |
Authorise the convening of general meetings on 14 clear days' notice |
35,933,390 |
99.30% |
251,880 |
0.70% |
|
36,185,270 |
68.07% |
|
28 |
Resolutions 4 and 5 - Excluding controlling shareholder votes
|
Resolution |
Votes for |
% |
Votes against |
% |
|
Total shares for and against |
% of total voting rights * |
|
Votes withheld ** |
4 |
Re-elect P Huberman as a non-executive Director |
8,525,301 |
96.00% |
355,637 |
4.00% |
|
8,880,938 |
34.35% |
|
28 |
5 |
Elect J Collins as a non-executive Director |
8,880,938 |
100.00% |
0 |
0.00% |
|
8,880,938 |
34.35% |
|
28 |
* As at the date of the Annual General Meeting, the total number of shares with voting rights in the Company is 53,161,950. |
|
** A 'vote withheld' is not a vote in law and cannot be counted in the calculation of the votes for and against a resolution |
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The Directors note the fact, when excluding controlling shareholder votes, that the proportion of shareholders voting to pass resolution 2 was 68.5%. The Directors intend to fully understand the concerns of shareholders who voted against this resolution and consider whether to initiate any changes to its policies as a result.
The Company also announces that Richard Lewis, the Company's Property Director retired from the Board at the Annual General Meeting, and that Richard's replacement Lynda Shillaw was duly elected to the Board by shareholders.
Edward Ziff, Chairman and Chief Executive, said:
"On behalf of the Board, I would like to personally thank Richard Lewis for his long-standing commitment to Town Centre Securities. Richard's contribution has been invaluable, notably with some of our most significant schemes, beginning with the construction and sale of No1 Whitehall Riverside in Leeds, the continued development of Piccadilly Basin in Manchester, and most recently the re-development of Merrion House in Leeds. We wish Richard a long, happy, and healthy retirement."
"We are delighted that someone with the calibre and reputation of Lynda Shillaw has joined Town Centre Securities. We believe that Lynda's breadth of investment and development experience, combined with her past involvement in real estate financing will be invaluable as we embark on the next stage of the Company's growth, including undertaking the most significant development pipeline in TCS's history."
ENDS
For further information, please contact:
Town Centre Securities PLC www.tcs-plc.co.uk / @TCS PLC
Edward Ziff, Chairman and Chief Executive 0113 222 1234
Mark Dilley, Group Finance Director
MHP Communications 020 3128 8572 / 8742
Reg Hoare / Alistair de Kare-Silver [email protected]
Notes to Editors:
Town Centre Securities PLC (TCS) is a Leeds, Manchester, Glasgow and London based property investment and car parking operator with assets of over £400m. With more than 50 years' experience, a commitment to sustainable development and a reputation for quality and innovation, TCS create mixed use developments close to transport hubs in major cities across the UK. Their current portfolio delivers an annual income of more than £30m.
For more information visit www.tcs-plc.co.uk
