Results of AGM

RNS Number : 5148G

JPMorgan American IT PLC

07 May 2014

 



LONDON STOCK EXCHANGE ANNOUNCEMENT

JPMORGAN AMERICAN INVESTMENT TRUST PLC

ANNUAL GENERAL MEETING 2014

RESULTS OF ANNUAL GENERAL MEETING

Following the Annual General Meeting of the Company, which was held today, the Board is pleased to announce that all the ordinary business put to shareholders was passed. The following special business was also passed:

i)     to effect a sub-division of each of the existing Ordinary Shares of 25 pence each in the capital of the Company into five Ordinary Shares of 5 pence each having attached thereto the rights specified in the Articles of Association of the Company (such sub-division to take effect from 8th May 2014). Please see below for further details;

ii)    to allow the Company to allot new shares up to an aggregate nominal amount of £2,063,016 representing 15% of the Company's issued Ordinary share capital;

iii)   ​to allow the disapplication of pre-emption rights on the allotment of new Ordinary shares up to an aggregate nominal amount of £2,063,016; and

iv)   will allow the Company to make market purchases of up to 41,232,825 Ordinary shares, representing 14.99% of the Company's issued share capital following the sub-division of the Ordinary shares.

Despite a majority of shareholders being in favour of Resolution 13, a resolution to grant authority to disapply pre-emption rights on the allotment of Ordinary shares, the 75% majority required was only achieved by the Board giving an undertaking to shareholders that the Company would only utilise 10% of the 15% authority. Instead the Company will go back to Shareholders to seek further authority as and when 10% of the authority under Resolution 13 has been exhausted.

All resolutions for today's meeting were decided by a poll. The results of the poll incorporating proxy votes lodged in advance of the meeting are set out below:  

Resolution	Votes For	% For	Votes Against	% Against	Total Votes	Votes Withheld*
1.   To receive the annual report and accounts for the year ended 31 December 2013	11,465,279	99.25	86,099	0.75	11,551,378	2,856
2.   To approve the Company's remuneration policy	11,498,611	99.68	37,068	0.32	11,535,679	18,555
3.   To approve the Directors' remuneration report for the year ended 31 December 2013	11,508,945	99.70	35,173	0.30	11,544,118	10,116
4.   To declare a final dividend	11,546,786	99.96	4,728	0.04	11,551,514	2,720
5.   To re‑elect Sarah Bates as a Director	11,281,312	99.95	5,746	0.05	11,287,058	267,176
6.   To re-elect Kate Bolsover as a Director	11,532,714	99.91	10,386	0.09	11,543,100	11,134
7.   To re‑elect Simon Bragg as a Director	11,534,936	99.93	8,259	0.07	11,543,195	11,039
8.   To re‑elect Sir Alan Collins as a Director	11,527,695	99.87	14,438	0.13	11,542,133	12,101
9.   To re-elect James Williams as a Director	11,527,624	99.87	15,375	0.13	11,542,999	11,235
10.  To re-appoint Deloitte LLP as auditors of the Company and to authorise the Directors to determine the auditors' remuneration	11,526,150	99.82	20,687	0.18	11,546,837	7,397
11.  To grant authority for the sub-division of existing Ordinary shares	11,487,606	99.83	19,419	0.17	11,507,025	47,209
12.   To grant authority to allot new shares	11,522,522	99.82	21,236	0.18	11,543,758	10,476
13.   To grant authority to disapply pre-emption rights on the allotment of relevant securities**	13,487,156	82.07	2,946,584	17.93	16,433,740	20,222
14.   To grant authority to repurchase the Company's shares**	11,433,973	99.08	105,752	0.92	11,539,725	14,508

*A vote withheld is not a vote in law and is not counted towards votes cast "For" or "Against" a resolution.

** Special Resolutions requiring a 75% majority. 

The total voting rights of the Company on the day on which shareholders had to be on the register in order to be eligible to vote was 55,013,782.

The full text of all the resolutions can be found in the Notice of Annual General Meeting contained in the Annual Report and Accounts which is available for viewing at the National Storage Mechanism which can be located at www.morningstar.co.uk/uk/NSM and from the Company's website, www.jpmamerican.co.uk. 

The poll results will also shortly be available on the Company's website, www.jpmamerican.co.uk. 

Sub-division of the Company's existing ordinary shares

As noted above the resolution to approve the sub-division of each ordinary share of 25 pence each (the "Existing Ordinary Shares") into five new ordinary shares of 5 pence each (the "New Ordinary Shares") was duly passed. 

The New Ordinary Shares will rank pari passu with each other and will be subject to the same rights and restrictions as the Existing Ordinary Shares, including the same rights to participate in dividends or income of the Company.  Mandates and other instructions for the payment of dividends, including any dividend reinvestment instruction received in paper form or via CREST, will, unless and until revised, continue to apply to the New Ordinary Shares. A holding of New Ordinary Shares following the sub-division will represent the same proportion of the issued ordinary share capital of the Company as the corresponding holding of Existing Ordinary Shares.

It is expected that (i) the sub-division will take effect and that dealings will commence in the New Ordinary Shares on 8th May 2014; (ii) where Existing Ordinary Shares are held in certificated form, share certificates will cease to be valid from 7th May 2014.  Certificates in respect of the New Ordinary Shares will be posted, at the risk of shareholders, by 22nd May 2014 (these will replace existing certificates which should be destroyed); and (iii) shareholders who hold their Existing Ordinary Shares in uncertificated form will have their CREST accounts credited with the relevant entitlements to New Ordinary Shares on 8th May 2014.

The New Ordinary Shares have been allocated new stock identification codes as follows: SEDOL Code BKZGVH6; and ISIN Code: GB00BKZGVH64.

On the basis that there are currently 55,013,782 Existing Ordinary Shares in issue, following completion of the sub-division there will be 275,068,910 New Ordinary Shares in issue. Therefore, as of 8th May 2014, the total number of voting rights in the Company is 275,068,910. 

The above figure (275,068,910) may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure and Transparency Rules.

7th May 2014

For further information, please contact:

Alison Vincent

For and on behalf of

JPMorgan Asset Management (UK) Limited, Secretary

020 7742 4000

 

END

 

 

RAGLLFFEELIDIIS