Result of AGM

RNS Number : 7340S

Henderson Eurotrust PLC

17 November 2021

 

HENDERSON INVESTMENT FUNDS LIMITED

HENDERSON EUROTRUST PLC

LEGAL ENTITY IDENTIFIER:  213800DAFFNXRBWOEF12

17 November 2021

HENDERSON EUROTRUST PLC

Annual General Meeting held on

Wednesday 17 November 2021

Henderson EuroTrust plc announces that at the Annual General Meeting held earlier today all resolutions proposed were duly passed on a show of hands, three of which were special resolutions authorising:

· the Directors to allot or to sell from treasury up to 10% of the issued ordinary share capital without first offering them to existing shareholders in accordance with statutory pre-emption procedures;

· the Company to make market purchases of up to 14.99% of the Company's ordinary share capital (excluding treasury shares); and

· the Company to hold general meetings other than an Annual General Meeting on not less than 14 clear days' notice.

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

The proxy votes received in relation to each resolution were as follows:

Resolutions	Votes for (including at Chairman's discretion)	%	Votes against	%	Total votes cast (excluding votes withheld)	Votes withheld
1.  To receive the Company's Report and audited financial statements for the year ended 31 July 2021	11,823,451	99.95	5,453	0.05	11,828,904	99.95
2.  To approve the Directors' Remuneration Report for the year ended 31 July 2021	11,806,634	99.88	13,637	0.12	11,820,271	99.88
3.  To approve a final dividend of 17.0p per share	11,828,125	100.00	434	0.00	11,828,559	100.00
4.  To re-elect Nicola Ralston as a Director	11,746,017	99.30	82,783	0.70	11,828,800	99.30
5.  To re-elect Stephen King as a Director	11,743,445	99.30	82,683	0.70	11,826,128	99.30
6.  To re-elect Rutger Koopmans as a Director	11,744,198	99.30	82,783	0.70	11,826,981	99.30
7.  To re-elect Ekaterina Thomson as a Director	11,740,948	99.30	82,783	0.70	11,823,731	99.30
8.  To re-appoint BDO LLP as statutory auditor to the Company	11,814,578	99.95	5,863	0.05	11,820,441	99.95
9.  To authorise the Directors to determine the remuneration of the statutory auditor	11,818,495	99.98	2,050	0.02	11,820,545	99.98
10.  To approve that each of the issued ordinary shares of 5 pence each in the capital of the Company be sub-divided into ten ordinary shares of 0.5 pence each	11,814,970	99.89	13,139	0.11	11,828,109	99.89
11.  To adopt the proposed investment policy	11,825,779	100.00	544	0.00	11,826,323	100.00
12.  To authorise the Directors to allot relevant securities	11,824,671	99.99	1,768	0.01	11,826,439	99.99
13.  To disapply pre-emption rights*	11,803,735	99.87	15,891	0.13	11,819,626	99.87
14.  To authorise the Company to make market purchases of its own ordinary shares*	11,821,436	99.95	5,457	0.05	11,826,893	99.95
15.  To authorise a General Meeting, other than an AGM, be called on not less than 14 days' notice*	11,779,453	99.58	49,347	0.42	11,828,800	99.58

* special resolution

The number of ordinary shares in issue at the date of this announcement is 21,205,541, of which 20,000 shares are held in treasury. As at the date of this announcement the Company's total voting rights therefore comprises 21,185,541 shares with one vote each.

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 .

As set out in the Notice of Meeting, Resolution 10, in relation to the sub-division of the Existing Ordinary Shares will be conditional on, and shall take effect on, admission of the New Ordinary Shares to the Official List of the Financial Conduct Authority and to trading on the London Stock Exchange's main market for listed securities by 8.00 am on 22 November 2021. The New Ordinary Shares will rank pari passu with each other and will carry the same rights and be subject to the same restrictions as the Existing Ordinary Shares, including the same rights to participate in dividends paid by the Company.  Shareholders are therefore asked to note that the final dividend of 17.0p per Existing Ordinary Share will be paid following the sub-division.  Therefore, whilst the overall total dividend shareholders on the register as at 22 October 2021 will receive in relation to their holding on the payment date, 24 November 2021, will be the same, shareholders will effectively receive 1.7p per New Ordinary Share, being one tenth of the dividend per share following the one for ten sub-division of the Existing Ordinary Shares.

Following approval of Resolution 11, regarding changes to the Investment Policy, with effect from 1 January 2022 the Company's Investment Policy will be as follows:

"The Company seeks to invest in large and medium-sized companies which are perceived to be undervalued in view of their growth prospects or on account of a significant change in management or structure, taking into account Environmental, Social and Governance ("ESG") factors. ESG characteristics, which include climate change mitigation and health & wellbeing, are promoted through negative screening and by integrating ESG factors as part of the investment process.

ASSET ALLOCATION

The portfolio will contain between 35 and 55 stocks.

The Company will not hold more than 10% of the share capital of any company at the time of investment.

The Company will not invest more than 15% of gross assets in any one company or group of companies.

The Company can hold investments from any combination of European countries and the portfolio is not constructed with a yield target.

The Company may invest in companies that are not listed on a stock exchange although in aggregate these may not amount to more than 10% of the portfolio.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE ("ESG")

The Company will not invest in companies that derive more than 5% of their revenue from any of the following activities: the production of shale energy, palm oil, arctic oil and gas, the production or selling of tobacco, or from involvement in the adult entertainment sector.

The Company will not invest more than 5% of the portfolio in companies which have a high ESG risk rating.

The Company will exclude the bottom 5% of companies in the index when ranked by carbon intensity where the Company believes that the data used to apply the exclusions is reasonably sufficient and accurate.

At least 5% of the portfolio will be invested in companies that are aligned with the UN Sustainable Development Goal of "Good Health & Wellbeing".

The Company will not invest in companies which are noncompliant with the UN Global Compact principles (a voluntary framework encouraging businesses worldwide to adopt sustainable and socially responsible policies).

DERIVATIVES

The Company may use financial instruments known as derivatives for the purpose of efficient portfolio management while maintaining a level of risk consistent with the risk profile of the Company.

GEARING

The Company's Articles of Association allow borrowings up to 100% of shareholders' funds. In normal circumstances, the Directors would expect the Company to be substantially fully invested but it may hold cash and cash instruments up to 20% or be geared up to 30% of the total assets."

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:

Melanie Stoner

For and on behalf of Henderson Secretarial Services Ltd

Corporate Secretary to Henderson EuroTrust plc

Tel: [phone]

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.

 

END

 

 

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