Annual General Meeting held on 25 January 2023

RNS Number : 8770N
Lowland Investment Co PLC
25 January 2023
 

 

JANUS HENDERSON FUND MANAGEMENT UK LIMITED

 

LOWLAND INVESTMENT COMPANY PLC

 

LEGAL ENTITY IDENTIFIER: 2138008RHG5363FEHV19

 

25 January 2023

 

LOWLAND INVESTMENT COMPANY PLC

 

Annual General Meeting held on 25 January 2023

 

Lowland Investment Company plc announces that at the Annual General Meeting held earlier today all resolutions proposed were duly passed on a show of hands. This included four Special Resolutions authorising:

 

-  up to 10% of the share capital to be issued or sold out of treasury without first

offering them to existing shareholders in accordance with statutory

pre-emption procedures;

-  market purchases of the Company's ordinary shares up to a maximum of 14.99% of the issued ordinary share capital (equivalent to £1,012,520 nominal value of ordinary shares as at today's date) at the maximum price per share (exclusive of expenses) not exceeding the higher of:

i)  105% of the average middle market quotations for the five business days preceding the date of purchase; and

ii)  the higher of the last independent bid and the highest current independent bid on the London Stock Exchange; and 

-  that a General Meeting other than an Annual General Meeting may be called on not less than 14 clear days' notice; and

-  that the Board be permitted to convene a General Meeting via electronic or hybrid means.

 

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

Proxy votes submitted were as follows:

 

Resolutions

Votes for (including at Chairman's discretion)

%

Votes against

%

Total votes cast

Votes cast (excluding votes withheld) as a percentage of total voting rights

Votes withheld

1.  Annual Report and audited financial statements

66,254,377

99.88

82,845

0.12

66,388,001

24.57

65,967

2.  Directors' Remuneration Policy

65,803,290

99.52

318,581

0.48

66,172,650

24.49

281,318

3.  Directors' Remuneration Report

65,761,106

99.38

409,723

0.62

66,221,608

24.51

232,360

4.  Approve a final dividend of 1.525p per share

66,336,985

99.98

10,326

0.02

66,398,090

24.57

55,878

5.  To re-elect Robert Robertson as a Director

59,249,782

89.43

7,002,378

10.56

66,302,939

24.54

151,029

6.  To re-elect Duncan Budge as a Director

64,464,455

97.32

1,777,705

2.68

66,292,939

24.54

161,029

7.  To re-elect Susan Gaynor Coley as a Director

64,497,404

97.32

1,776,622

2.68

66,324,805

24.55

129,163

8.  To re-elect Helena Vinnicombe as a Director

64,526,724

97.35

1,757,302

2.65

66,334,805

24.55

119,163

9.  To elect Thomas Walker as a Director

64,464,455

97.32

1,777,705

2.68

66,292,939

24.54

161,029

10. Re-appoint Ernst & Young LLP as statutory auditor

65,801,899

99.28

478,997

0.72

66,331,675

24.55

88,513

11. Authorise Directors to determine the remuneration of the statutory Auditor

66,150,607

99.83

111,574

0.17

66,312,960

24.54

141,008

12. Authority to allot relevant securities

65,869,501

99.59

270,204

0.41

66,190,484

24.50

263,484

13. Authority to disapply pre-emption rights*

65,459,685

99.08

605,341

0.92

66,115,805

24.47

338,163

14. Authority to repurchase ordinary shares*

66,031,165

99.63

245,576

0.37

66,327,520

24.55

126,448

15. 14 days' notice for a General Meeting*

65,601,134

98.94

704,107

1.06

66,356,020

24.56

97,948

16. Convene a General Meeting via electronic or hybrid means*

65,332,239

98.81

784,898

1.19

66,167,916

24.49

286,052

* special resolution

 

For the purposes of section 341 of the Companies Act 2006, the votes validly cast are expressed in the table above as a percentage of the Company's total voting rights as at close of business on 23 January 2023 (270,185,650), being the time at which a shareholder had to be registered in the Register of Members in order to vote at the Annual General Meeting. A vote "withheld" is not a vote in law and has not been counted as a vote "for" or "against" a resolution.

 

The number of ordinary shares in issue at the date of this announcement is 270,018,565, and no shares are held in treasury. As at the date of this announcement the Company's total voting rights therefore comprises 270,185,650 shares with one vote each.

 

A copy of the proxy results will shortly be available on the Company's website at:

www.lowlandinvestment.com

 

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 .

 

The Company announces that it has authority to repurchase a maximum of 40,500,820 of its ordinary shares (being its outstanding shareholder authority). Such authority lasts until the next shareholder authority granted, or where expressly revoked by shareholders.

 

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:

 

Harriet Hall

PR Manager, Janus Henderson Investors

Telephone: 020 7818 2919

 

Helena Harvey

For and on behalf of Janus Henderson Secretarial Services UK Limited

Lowland Investment Company plc

Tel: 020 7818 2025

 

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.

 

 

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