Results of Annual General Meeting

RNS Number : 8402O
Gem Diamonds Limited
03 June 2020
 

3 June 2020

GEM DIAMONDS LIMITED

("Gem Diamonds" or "the Company")

 

Results of Annual General Meeting

 

The Company announces that at its Annual General Meeting ('AGM') held at 10.00 a.m. on Wednesday 3 June 2020 as a closed meeting in response to the Covid-19 lockdown restrictions, all resolutions put to the meeting, other than special resolutions 15 (disapplication of pre-emption rights) and 16 (disapplication of further pre-emption rights), were duly passed by poll vote.

 

The full text of the resolutions considered at the AGM are contained in the Notice of AGM published on 30 April 2020 which is available on the Company's website at www.gemdiamonds.com

 

Results of the poll vote on each resolution are set out below:

 

 

.

Resolution

For

% For

Against

% Against

Withheld

1

To receive the 2019 Annual Report

 

107,754,096

97.84%

2,381,949

2.16%

0

2

To approve the Directors' Remuneration Policy

 

66,857,401

84.25%

12,497,053

15.75%

30,775,171

3

To approve the Directors' Remuneration report

 

95,146,367

87.72%

13,324,138

12.28%

1,669,120

4

Re-appointment of auditor

 

107,754,083

97.84%

2,381,962

2.16%

10,000

5

Remuneration of auditor

 

110,136,033

99.99%

13

0.01%

0

6

Re-elect Harry Kenyon-Slaney

 

103,756,143

94.21%

6,379,902

5.79%

0

7

Re-elect Michael Lynch-Bell

 

99,293,843

90.16%

10,832,202

9.84%

10,000

8

Re-elect Mike Brown

 

103,756,143

94.21%

6,379,902

5.79%

0

9

Re-elect Johnny Velloza

 

96,582,504

87.69%

13,553,541

12.31%

0

10

Re-elect Clifford Elphick

 

102,854,873

93.39%

7,281,172

6.61%

0

11

Re-elect Michael Michael

 

104,947,642

95.29%

5,188,404

4.71%

0

12

Elect Mazvi Maharasoa

 

98,098,754

89.07%

12,037,291

10.93%

0

13

Approve amendments to the ESOP

 

102,847,679

93.38%

7,288,366

6.62%

0

14

To renew the Directors' authority to allot securities

 

75,809,117

68.83%

34,326,928

31.17%

0

15

To waive shareholders' rights of pre emption

 

75,949,456

68.96%

34,186,589

31.04%

0

16

To waive shareholders' rights of pre emption in connection with an acquisition or specified capital investment.

75,949,456

68.96%

34,186,589

31.04%

0

17

Authority for the Company to purchase its own shares

107,754,096

97.84%

2,381,949

2.16%

0

 

The Board acknowledges the failure to pass the following special resolutions, (primarily as a result of votes cast by a significant shareholder):

 

· Resolution 15 (disapplication of pre-emption rights); and

· Resolution 16 (disapplication of further pre-emption rights).

 

The Board is disappointed in this outcome given that each of the resolutions followed the provisions of the Pre-Emption Group's Statement of Principles for the disapplication of pre-emption rights and reflect UK listed company market practice. The Board considers the flexibility afforded by these authorities to be in the best interests of the Company and shareholders and notes that they have received support at past AGMs. However, the Board is aware that certain shareholders have a policy of not supporting such resolutions and notes the votes also received against Resolution 14 (authority to allot shares). The Board remains committed to continuing an open and transparent dialogue and will accordingly, seek to continue to engage with those shareholders regarding their views in this area. The Company will publish an update on this engagement, in accordance with the UK Corporate Governance Code, within six months of the 2020 AGM and in the Company's 2020 Annual Report and Accounts. It will report on any steps that have been taken to understand shareholders' views in relation to these resolutions and what impact any feedback may have on future decisions to be taken by the Board and actions or resolutions to be proposed.

 

 

 

1. All resolutions, with the exception of special resolutions 15 and 16, were passed.
2. Votes "For" and "Against" are expressed as a percentage of votes received.
3. A "Vote withheld" is not a vote in law and is not counted in the calculation of the % of shares voted "For" or "Against" a resolution.

4. The total voting rights of the Company on 3 June 2020 is 139,087,960 Ordinary Shares of US$ 0.01 each. The Company holds no Ordinary Shares in Treasury.
5. In accordance with LR 9.6.2,
a copy of the resolutions, other than those concerning ordinary business, will be submitted to the UK Listing Authority and will in due course be available for inspection via the FCA National Storage Mechanism.
6. These poll results will be available shortly on the Company's website
www.gemdiamonds.com

 

The Gem Diamonds Limited LEI number is 213800RC2PGGMZQG8L67.

 

For further information, please contact:

 

Gem Diamonds Limited
Susan Wallace, Company Secretarial department

Tel: +44(0) 203 043 0280

ir@gemdiamonds.com

 

Celicourt Communications

Mark Antelme/Ollie Mills

Tel: +44 (0) 208 434 2643

About Gem Diamonds :

Gem Diamonds is a leading global diamond producer of high value diamonds. The Company owns 70% of the Letšeng mine in Lesotho and is currently in the process of selling its 100% share of the Ghaghoo mine in Botswana. The Letšeng mine is famous for the production of large, top colour, exceptional white diamonds, making it the highest dollar per carat kimberlite diamond mine in the world. www.gemdiamonds.com


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