Result of AGM & EGM
The information contained in this announcement is restricted and is not for publication, release or distribution in the United States of America, any member state of the European Economic Area (other than to professional investors in the Republic of Ireland), Canada, Australia, Japan or the Republic of South Africa.
15 March 2024
Chrysalis Investments Limited ("Chrysalis" or the "Company")
Result of Annual General Meeting & Extraordinary General Meeting
The Company is pleased to announce that at the Annual General Meeting and Extraordinary General Meeting held earlier today, all resolutions were duly passed.
Andrew Haining, Chairman of Chrysalis commented: "I would like to thank our shareholders for the overwhelming support that they have shown for the continuation of Chrysalis and their vote of confidence in the management, strategy, and vision of the Company.
Chrysalis was established to offer investors access to the most innovative, disruptive and fast-growing private companies that were choosing to stay private for longer. In recent years, that trend has accelerated with fewer companies coming to the public market and growth companies largely continuing their high-growth development as private companies. The fact that 97% of those shareholders who voted did so in favour of continuing the Company firmly validates Chrysalis' investment proposition and confirms shareholder recognition of the significant opportunities and value that our exciting portfolio is set to deliver.
The new management agreement and the spin-out of the team from Jupiter to a new entity has been endorsed by the board, and there was resounding support from our shareholders for the new performance fee structure with 99% of the votes in favour. We are delighted to have been able to reassure shareholders of the managers' unwavering commitment to the Company and their alignment of interest.
During a period of rising interest rates and a shift from growth to value, the managers have worked hard to ensure that our investments are well funded and on a path to profitability. As a result, we now have a portfolio of increasingly profitable businesses that are performing well and which we believe are conservatively valued.
We believe that the prospects for the Company are excellent, and that the opportunity remains to generate significant value as the market recovers, we begin to realise gains on the portfolio, and our plan to return capital to shareholders kicks in. With a robust capital allocation policy and governance structures in place, a continued focus on profitability, and a portfolio poised for growth, we look forward to a promising future for Chrysalis."
Chrysalis Investments Limited announces the results of voting on the resolutions at its Annual General Meeting ("AGM") held at 11:00 hrs on Friday, 15 March 2024.
A poll was held on each resolution and all resolutions were passed by the required majority.
|
ORDINARY RESOLUTIONS |
FOR |
AGAINST |
TOTAL VOTES |
VOTES WITHHELD* |
||
|
Votes |
% |
Votes |
% |
|||
|
1. That the Company continues its business as a closed-ended investment company. |
380,979,806 |
97.09 |
11,427,283 |
2.91 |
392,407,089 |
17,732 |
|
2. To receive the Company's Financial Report and Audited Financial Statements for the period from 1 October 2022 to 30 September 2023. |
392,347,339 |
99.99 |
42,098 |
0.01 |
392,389,437 |
35,385 |
|
3. To re-appoint KPMG Channel Islands Limited as auditor to the Company (the "Auditor") until the conclusion of the next general meeting at which accounts are laid before the Company. |
363,137,387 |
92.54 |
29,254,664 |
7.46 |
392,392,051 |
32,771 |
|
4. To authorise the directors of the Company (the "Directors") to determine the remuneration of the Auditor. |
363,228,233 |
92.57 |
29,159,073 |
7.43 |
392,387,306 |
37,516
|
|
5. To approve the report of the Remuneration and Nomination Committee for the year ended 30 September 2023. |
391,667,459 |
99.82 |
696,578 |
0.18 |
392,364,037 |
60,785 |
|
6. To re-elect Mr Andrew Haining as a Director of the Company who retires by rotation in accordance with Article 23.5 of the Articles. |
375,331,991 |
95.65 |
17,062,672 |
4.35 |
392,394,663 |
30,158 |
|
7. To re-elect Mr Stephen Coe as a Director of the Company who retires by rotation in accordance with Article 23.5 of the Articles. |
392,101,706 |
99.92 |
294,873 |
0.08 |
392,396,579 |
28,243 |
|
8. To re-elect Mrs Anne Ewing as a Director of the Company who retires by rotation in accordance with Article 23.5 of the Articles. |
379,484,011 |
96.71 |
12,908,568 |
3.29 |
392,392,579 |
32,243 |
|
9. To re-elect Mr Tim Cruttenden as a Director of the Company who retires by rotation in accordance with Article 23.5 of the Articles. |
389,028,757 |
99.14 |
3,367,822 |
0.86 |
392,396,579 |
28,243 |
|
10. To re-elect Mr Simon Holden as a Director of the Company who retires by rotation in accordance with Article 23.5 of the Articles. |
389,741,817 |
99.32 |
2,654,761 |
0.68 |
392,396,578 |
28,243 |
|
11. To elect Ms Margaret O'Connor as a Director of the Company in accordance with Article 21.5 of the Articles. |
388,968,843 |
99.14 |
3,377,736 |
0.86 |
392,346,579 |
28,243 |
|
12. To approve the Company's dividend policy and authorise the directors to declare and pay all dividends of the company as interim dividends |
390,348,917 |
99.48 |
2,057,181 |
0.52 |
392,406,098 |
18,724 |
|
SPECIAL RESOLUTIONS |
FOR |
AGAINST |
TOTAL VOTES |
VOTES WITHHELD* |
||
|
Votes |
% |
Votes |
% |
|||
|
13. To authorise the Company to allot and issue or make offers or agreements to allot and issue, grant rights to subscribe for, or to convert any securities into ordinary shares of no-par value, including by way of sale of ordinary share from treasury for cash up to the aggregate number of 119,030,082 ordinary shares (being 20 per cent. Of the ordinary shares in issue as at 26 January 2024) |
389,167,160 |
99.19 |
3,177,531 |
0.81 |
392,344,691 |
80,130 |
|
14. To authorise the company to make market acquisitions of its own ordinary shares, either for cancellation or to hold as treasury shares for future resale or transfer |
392,017,396 |
99.90 |
389,586 |
0.10 |
392,406,982 |
17,840 |
Result of Extraordinary General Meeting
Chrysalis Investments Limited announces the results of voting at the Extraordinary General Meeting ("EGM") held at 11:30 hrs on Friday, 15 March 2024.
|
SPECIAL RESOLUTIONS |
FOR |
AGAINST |
TOTAL VOTES |
VOTES WITHHELD* |
||
|
Votes |
% |
Votes |
% |
|||
|
1. Approval of a related party transaction. That the proposed related party transaction relating to the implementation of the performance fee terms contained in the investment management and advisory agreement on the terms summarised in part 3 (letter from the chairman) of the circular (as defined below), be and is hereby approved for the purposes of chapter 11 of the listing rules and the directors of the company be and are hereby authorised to do all such acts and things and execute all such documents as they may in their absolute discretion consider necessary and/or desirable in order to implement and complete the related party transaction. |
380,736,102 |
99.35 |
2,499,704 |
0.65 |
383,235,806 |
83,726 |
*A 'vote withheld' is not a vote in law and is not counted towards the proportion of votes 'for' and 'against' a resolution.
As at the date of the AGM and EGM, the number of ordinary shares in issue, and therefore the total number of voting rights was 595,150,414.
END
Copies of all the resolutions passed, other than ordinary business, have been submitted to the National Storage Mechanism and will soon be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
|
For further information, please contact
Media Montfort Communications Charlotte McMullen / Toto Reissland / Lesley Kezhu Wang |
+44 (0) 7976 098 139 chrysalis@montfort.london |
|
|
|
|
Jupiter Asset Management: James Simpson
|
+44 (0) 20 3817 1696 |
|
Liberum: Chris Clarke / Darren Vickers / Owen Matthews
|
+44 (0) 20 3100 2000 |
|
Deutsche Numis: Nathan Brown / Matt Goss
|
+44 (0) 20 7260 1000 |
|
Apex Administration (Guernsey) Limited: Chris Bougourd |
+44 (0) 20 3530 3109 |
LEI: 213800F9SQ753JQHSW24
A copy of this announcement will be available on the Company's website at https://www.chrysalisinvestments.co.uk
The information contained in this announcement regarding the Company's investments has been provided by the relevant underlying portfolio company and has not been independently verified by the Company. The information contained herein is unaudited.
This announcement is for information purposes only and is not an offer to invest. All investments are subject to risk. Past performance is no guarantee of future returns. Prospective investors are advised to seek expert legal, financial, tax and other professional advice before making any investment decision. The value of investments may fluctuate. Results achieved in the past are no guarantee of future results. Neither the content of the Company's website, nor the content on any website accessible from hyperlinks on its website for any other website, is incorporated into, or forms part of, this announcement nor, unless previously published by means of a recognised information service, should any such content be relied upon in reaching a decision as to whether or not to acquire, continue to hold, or dispose of, securities in the Company.
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