Caledonia Investments plc
Result of Annual General Meeting
Caledonia Investments plc (the "Company") held its annual general meeting ("AGM") on Wednesday 19 July 2023 at 11.30 am. 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 11, 12, 13, 14 and 15 relating to the election or 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.
Resolution 19 relates to 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 family concert party, given the obligation that could arise on the concert party to make a general offer for the entire issued share capital of the Company as a result of purchases by the Company of ordinary shares pursuant to the authority from shareholders to make market purchases. Resolution 19 passed with a majority of votes cast by independent shareholders in favour. The board will engage with shareholders who voted against the resolution and provide an update to the market on the views received and any actions the Company intends to take in accordance with Provision 4 of the UK Corporate Governance Code.
The results of the poll for each resolution is set out below.
Resolution | Votes For (including | Votes Against(1) | Total Votes Cast | Votes | |||||
discretionary)(1) | Withheld(2) | ||||||||
Number of | % of | Number of | % of | Total | % of total | Number | |||
shares | votes | shares | votes | number of | voting | of shares | |||
votes cast | rights | ||||||||
1 | To receive and | 35,605,837 | 99.99 | 988 | 0.01 | 35,609,903 | 65.14 | 3,078 | |
adopt the | |||||||||
annual report | |||||||||
and accounts | |||||||||
for the year | |||||||||
ended 31 | |||||||||
March 2023 | |||||||||
2 | To approve | 35,110,844 | 98.86 | 403,439 | 1.14 | 35,609,903 | 65.14 | 95,620 | |
the directors' | |||||||||
remuneration | |||||||||
report for the | |||||||||
year ended 31 | |||||||||
March 2023 | |||||||||
(other than the | |||||||||
directors' | |||||||||
remuneration | |||||||||
policy) | |||||||||
3 | To approve | 35,087,565 | 98.84 | 412,670 | 1.16 | 35,609,903 | 65.14 | 109,668 | |
the directors' | |||||||||
remuneration | |||||||||
policy |
4 | To approve | 35,608,290 | 99.99 | 988 | 0.01 | 35,609,903 | 65.14 | 625 |
and declare a | ||||||||
final dividend | ||||||||
of 49.2p per | ||||||||
ordinary share | ||||||||
5 | To re-elect Mr | 35,241,859 | 98.99 | 359,758 | 1.01 | 35,609,903 | 65.14 | 8,286 |
D C Stewart as | ||||||||
a director | ||||||||
6 | To re-elect Mr | 35,593,245 | 99.97 | 9,427 | 0.03 | 35,609,903 | 65.14 | 7,231 |
M S D Masters | ||||||||
as a director | ||||||||
7 | To re-elect Mr | 35,585,770 | 99.97 | 9,450 | 0.03 | 35,609,903 | 65.14 | 14,683 |
T J Livett as a | ||||||||
director | ||||||||
8 | To re-elect Mr | 35,591,812 | 99.97 | 11,810 | 0.03 | 35,609,903 | 65.14 | 6,281 |
J M B Cayzer- | ||||||||
Colvin as a | ||||||||
director | ||||||||
9 | To re-elect The | 35,277,445 | 99.08 | 326,277 | 0.92 | 35,609,903 | 65.14 | 6,181 |
Hon C W | ||||||||
Cayzer as a | ||||||||
director | ||||||||
10 | To re-elect Mr | 35,290,820 | 99.12 | 313,202 | 0.88 | 35,609,903 | 65.14 | 5,881 |
W P Wyatt as a | ||||||||
director | ||||||||
11 | To elect Ms F A | 35,588,599 | 99.96 | 14,218 | 0.04 | 35,609,903 | 65.14 | 7,086 |
Buckley as a | ||||||||
director (all | ||||||||
shareholders) | ||||||||
11 | To elect Ms F A | 10,541,321 | 99.87 | 14,218 | 0.13 | 10,555,539 | 19.31 | 7,086 |
Buckley as a | ||||||||
director | ||||||||
(independent | ||||||||
shareholders) | ||||||||
12 | To re-elect Mr | 35,419,128 | 99.48 | 183,689 | 0.52 | 35,609,903 | 65.14 | 7,086 |
G B Davison as | ||||||||
a director (all | ||||||||
shareholders) | ||||||||
12 | To re-elect Mr | 10,371,850 | 98.26 | 183,689 | 1.74 | 10,555,539 | 19.31 | 7,086 |
G B Davison as | ||||||||
a director | ||||||||
(independent | ||||||||
shareholders) | ||||||||
13 | To re-elect Ms | 35,402,954 | 99.44 | 199,493 | 0.56 | 35,609,903 | 65.14 | 7,456 |
M A Farlow as | ||||||||
a director (all | ||||||||
shareholders) | ||||||||
13 | To re-elect Ms | 10,355,676 | 98.11 | 199,493 | 1.89 | 10,555,169 | 19.31 | 7,456 |
M A Farlow as | ||||||||
a director | ||||||||
(independent | ||||||||
shareholders) |
14 | To re-elect | 35,418,179 | 99.48 | 185,168 | 0.52 | 35,609,903 | 65.14 | 6,556 |
Mrs C L | ||||||||
Fitzalan | ||||||||
Howard as a | ||||||||
director (all | ||||||||
shareholders) | ||||||||
14 | To re-elect | 10,370,901 | 98.25 | 185,168 | 1.75 | 10,556,069 | 19.31 | 6,556 |
Mrs C L | ||||||||
Fitzalan | ||||||||
Howard as a | ||||||||
director | ||||||||
(independent | ||||||||
shareholders) | ||||||||
15 | To re-elect Ms | 35,418,512 | 99.48 | 185,891 | 0.52 | 35,609,903 | 65.14 | 5,500 |
L R Fordham | ||||||||
as a director | ||||||||
(all | ||||||||
shareholders) | ||||||||
15 | To re-elect Ms | 10,371,234 | 98.24 | 185,891 | 1.76 | 10,557,125 | 19.31 | 5,500 |
L R Fordham | ||||||||
as a director as | ||||||||
a director | ||||||||
(independent | ||||||||
shareholders) | ||||||||
16 | To re-appoint | 35,590,304 | 99.96 | 14,815 | 0.04 | 35,609,903 | 65.14 | 4,784 |
BDO LLP as | ||||||||
auditor | ||||||||
17 | To authorise | 35,601,894 | 99.99 | 3,815 | 0.01 | 35,609,903 | 65.14 | 4,194 |
the directors | ||||||||
to agree the | ||||||||
auditor's | ||||||||
remuneration | ||||||||
18 | To grant the | 35,227,022 | 98.94 | 379,042 | 1.06 | 35,609,903 | 65.14 | 3,839 |
Company | ||||||||
authority to | ||||||||
make market | ||||||||
purchases of | ||||||||
its own | ||||||||
shares(3) | ||||||||
19 | To approve | 6,714,870 | 64.68 | 3,667,107 | 35.32 | 10,561,775 | 19.32 | 179,798 |
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) | ||||||||
20 | To authorise | 35,583,567 | 99.95 | 16,713 | 0.05 | 35,609,903 | 65.14 | 9,623 |
the allotment | ||||||||
of unissued | ||||||||
shares | ||||||||
21 | To authorise | 35,559,520 | 99.89 | 38,652 | 0.11 | 35,609,903 | 65.14 | 11,731 |
the allotment | ||||||||
of shares on a | ||||||||
non pre- | ||||||||
emptive | ||||||||
basis(3) | ||||||||
22 | To authorise | 35,563,390 | 99.88 | 41,677 | 0.12 | 35,609,903 | 65.14 | 4,836 |
the convening | ||||||||
of general | ||||||||
meetings | ||||||||
(other than | ||||||||
annual general | ||||||||
meetings) on | ||||||||
not less than | ||||||||
14 clear days' | ||||||||
notice(3) | ||||||||
- Votes "for" and "against" are expressed as a percentage of the total votes cast.
- 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.
- Special resolution requiring a 75% majority.
- As required by The City Code on Takeovers and Mergers, members of the Cayzer family concert party were not eligible to vote on this resolution.
The Company had 54,663,662 ordinary shares of 5p each with voting rights in issue as at 11.30 am on Monday 17 July 2023, 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
19 July 2023
END
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Caledonia Investment plc published this content on 19 July 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 19 July 2023 17:04:03 UTC.