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Caledonia Inv PLC - Result of AGM

RNS Number : 5214U
Caledonia Investments PLC
29 July 2020
 

Caledonia Investments plc

 

Result of Annual General Meeting

 

Caledonia Investments plc (the "Company") held its annual general meeting ("AGM") on Wednesday 29 July 2020 at 11.30 am.  As a result of the Covid-19 pandemic, the AGM was held as a closed meeting attended with the minimum necessary quorum. All valid proxy votes (whether submitted electronically or in hard copy form) were included in the poll taken at the meeting.

 

All resolutions were passed by shareholders.  The full text of each resolution considered at the AGM is contained in the circular to shareholders incorporating the notice of the AGM, which is available on the Company's website at www.caledonia.com.

 

Resolutions 10, 11, 12 and 13 relating to the re-election of independent non-executive directors, were passed by separate majorities of all shareholders and of those shareholders who are independent of the Cayzer family concert party, the members of which are regarded as controlling shareholders for the purposes of the Financial Conduct Authority's Listing Rules. 

 

The results of the poll for each resolution is set out below.

 

Resolution

 

Votes For (including discretionary)(1)

 

Votes Against(1)

Total Votes Cast

Votes Withheld(2)

Number of shares

% of votes

Number of shares

% of votes

Total number of votes cast

% of total voting rights

Number of shares

1

To receive and adopt the annual report and accounts for the year ended 31 March 2020

34,866,599

99.43

199,620

0.57

35,066,219

63.33

3,401

2

To approve the directors' remuneration report for the year ended 31 March 2020 (other than the directors' remuneration policy)

35,002,062

99.86

50,238

0.14

35,052,300

63.30

17,321

3

To approve the directors' remuneration policy

34,981,912

99.81

67,692

0.19

35,049,604

63.30

20,016

4

To approve and declare a final dividend of 44.5p per ordinary share

35,064,774

100.00

1,630

0.00

35,066,404

63.33

3,217

5

To re-elect Mr D C Stewart as a director

34,206,929

97.81

765,360

2.19

34,972,289

63.16

97,331

6

To re-elect Mr W P Wyatt as a director

35,025,247

99.89

37,567

0.11

35,062,814

63.32

6,807

7

To re-elect Mr T J Livett as a director

35,043,468

99.95

17,716

0.05

35,061,184

63.32

8,437

8

To re-elect Mr J M B Cayzer-Colvin as a director

35,019,535

99.88

41,717

0.12

35,061,252

63.32

8,369

9

To re-elect The Hon C W Cayzer as a director

34,917,254

99.59

145,093

0.41%

35,062,347

63.32

7,274

10

To re-elect Mr S J Bridges as a director (all shareholders)

35,046,349

99.98

7,335

0.02%

35,053,684

63.30

15,937

10

To re-elect Mr S J Bridges as a director (independent shareholders)

10,013,066

99.93

7,335

0.07

10,020,401

18.10

15,937

11

To re-elect Mr G B Davison as a director (all shareholders)

35,059,654

99.99

2,530

0.01

35,062,184

63.32

7,437

11

To re-elect Mr G B Davison as a director (independent shareholders)

10,026,371

99.97

2,530

0.03

10,028,901

18.11

7,437

12

To elect Mrs C L Fitzalan Howard as a director (all shareholders)

35,035,094

99.94

19,920

0.06

35,055,014

63.31

14,606

12

To elect Mrs C L Fitzalan Howard as a director (independent shareholders)

10,001,811

99.80

19,920

0.20

10,021,731

18.10

14,606

13

To re-elect Mrs S C R Jemmett-Page as a director (all shareholders)

35,049,950

99.9

4,734

0.01

35,054,684

63.31

14,937

13

To re-elect Mrs S C R Jemmett-Page as a director (independent shareholders)

10,016,667

99.95

4,734

0.05

10,021,401

18.10

14,937

14

To re-appoint KPMG LLP as auditor

35,035,746

99.95

16,825

0.05

35,052,571

63.30

17,050

15

To authorise the directors to agree the auditor's remuneration

35,061,777

99.99

2,251

0.01

35,064,028

63.32

5,593

16

To grant the Company authority to make market purchases of its own shares(3)

34,437,997

98.21

628,582

1.79

35,066,579

63.33

3,041

17

To approve the waiver of the mandatory offer provisions set out in Rule 9 of the City Code on Takeovers and Mergers in relation to the Cayzer Concert Party(4)

8,399,001

83.92

1,609,130

16.08

10,008,131

18.07

28,206

18

To authorise the allotment of unissued shares

35,035,676

99.92

28,598

0.08

35,064,274

63.32

5,347

19

To authorise the allotment of shares on a non pre-emptive basis(3)

35,035,146

99.91

30,125

0.09

35,065,271

63.32

4,350

20

To authorise the convening of general meetings (other than annual general meetings) on not less than 14 clear days' notice(3)

34,926,530

99.60

139,525

0.40

35,066,055

63.33

3,566

21

To approve the Caledonia Investments 2020 Performance Share Scheme

35,009,349

99.89

  

0.11

35,048,660

63.29

20,960

(1) Votes "for" and "against" are expressed as a percentage of the total votes cast.

(2) A "withheld" vote is not a vote in law and is not counted in the calculation of the proportion of votes "for" or "against" a

      resolution.

(3) Special resolution requiring a 75% majority.

(4) As required by the City Code on Takeovers and Mergers, the Cayzer family concert party were not eligible to vote on this

      resolution.

 

The Company had 55,373,734 ordinary shares of 5p each with voting rights in issue as at 11.30 am on Monday 27 July 2020, being the deadline for receipt of validly completed proxy forms by the Company's registrar, and as at the date of the AGM.  No ordinary shares were held in treasury.

 

In accordance with Listing Rule 9.6.2R, copies of the resolutions that did not constitute ordinary business at the AGM will be submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

 

Enquiries:

Richard Webster

Company Secretary

Tel: +44 (0)20 7802 8080

 

29 July 2020

 

END


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END
 
 
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