Results of General Meeting - Amendment
16 December 2021
GRESHAM HOUSE STRATEGIC PLC
(The "Company")
Results of Requisitioned General Meeting
Correction
This announcement corrects an incorrect Ex date in respect of the Initial Return of Capital pursuant to the B Share Scheme to Thursday 16 December 2021.
The Company announces that at the Requisitioned General Meeting ("GM") held earlier today, all the resolutions put to Shareholders were passed by the requisite majority.
As a result, the Company will establish a B Share Scheme (as defined in the circular to Shareholders dated 29 November 2021 (the "Circular")) and arrange for the issue and redemption of such B Shares (as detailed further below) and the implementation of the Tender Offer (the results of which will be announced separately on 20 December 2021).
Defined terms have the meaning given to them in the Circular.
Resolutions 1 to 5 were passed as ordinary resolutions and Resolutions 6 to 9 were passed as special resolutions. The results of the combined proxy and poll votes received were as follows:
|
Resolution
|
For |
% |
Against |
% |
Withheld |
|
1. That, the Company immediately returns the cash on its balance sheet (including the proceeds arising from the disposal of its interest in Augean plc) to existing Shareholders.
|
2,026,998 |
93.00% |
152,482 |
7.00% |
875 |
|
2. That, the Company shall commence the complete realisation of the Company's assets to maximise the value of its assets for the benefit of all Shareholders, with such realisation and return of capital to Shareholders to be completed within 24 months of this General Meeting.
|
2,026,821 |
93.00% |
152,659 |
7.00% |
875 |
|
3. That, the Company adopt the New Investment Policy in substitution for the Current Investment Policy.
|
2,035,017 |
93.28% |
146,648 |
6.72% |
875 |
|
4. That, the directors be authorised to capitalise the amount standing to the credit of the Company's share premium account for the purpose of issuing the B Shares. |
2,034,831 |
93.27% |
146,833 |
6.73% |
876 |
|
5. To authorise the allotment and issue of the B Shares. |
2,034,831 |
93.27% |
146,833 |
6.73% |
876 |
|
6. To adopt the New Articles of Association in substitution for, all existing articles of association of the Company. |
2,034,512 |
93.26% |
147,152 |
6.74% |
876 |
|
7. To authorise the Company to make market purchases of the Shares in connection with the Tender Offer.
|
2,045,388 |
93.75% |
136,277 |
6.25% |
875 |
|
8. To authorise the cancellation in full of the Company's capital redemption reserve and any share premium reserve remaining.
|
2,034,831 |
93.27% |
146,833 |
6.73% |
876 |
|
9. To authorise the Company to make market purchases of the Shares in connection with Future Tender Offers.
|
2,045,554 |
93.76% |
136,111 |
6.24% |
875 |
Notes:
1. Any proxy appointments giving discretion to the Chairman of the Meeting have been included in the "For" total.
2. Votes "For" and "Against" any resolution are expressed as a percentage (rounded to two decimal places) of votes validly cast for that resolution.
3. A vote "Withheld" is not a vote in law and is not counted in the calculation of the votes "For" or "Against" a resolution.
4. The Company's total ordinary shares in issue (total voting rights) as at 15 December 2021 was 3,480,884 ordinary shares of 50 pence each. Ordinary shareholders are entitled to one vote per ordinary share held.
B Share Scheme
Pursuant to the authority received from Shareholders at the GM, the Board has resolved to return £10,442,652 to Shareholders via an issue and redemption of B Shares.
B Shares of £1 each will be paid up from capital and issued to all Shareholders by way of a bonus issue pro-rata to their holding of Shares on the basis of three B Shares for every one Share held at the Record Date of 6:00 p.m. on 15 December 2021. The B Shares will be issued on 16 December 2021 and immediately redeemed at £1 per B Share. The Redemption Date for the B Shares in respect of the Initial Return of Capital is 16 December 2021. The proceeds from the redemption of the B Shares, which is equivalent to 100 pence per B Share, will be sent to Shareholders through CREST to uncertificated Shareholders or via cheque to certificated Shareholders. The Initial Return of Capital pursuant to the B Share Scheme represents approximately 16 per cent. of the Company's Net Asset Value as at 19 November 2021, being the latest published Net Asset Value prior to the publication of the Circular.
Timetable
It is expected that the timetable will be as follows:
|
Record Date in respect of Initial Return of Capital pursuant to B Share Scheme |
6.00 p.m. on 15 December 2021 |
|
Ex date in respect of Initial Return of Capital pursuant to B Share Scheme |
16 December 2021 |
|
Redemption Date in respect of Initial Return of Capital pursuant to B Share Scheme |
16 December 2021 |
|
Payment date for CREST |
30 December 2021 |
|
Dispatch of cheques in respect of certificated holders |
30 December 2021 |
All redemption payments will be paid gross of tax.
Simon Pyper, Interim Chairman of Gresham House Strategic plc, commented:
"We have today asked shareholders to approve plans for a managed wind-down of the Company, and a return of capital, as the board set out in our Notice of General Meeting two weeks ago. This followed the indication of substantial shareholder support for that approach. A majority of shareholders have today voted in support of these plans. The board would like to thank all our shareholders for their engagement. We will now proceed with these plans to return capital, with the support of Harwood Capital, our new investment manager"
For further information, please contact:
|
Gresham House Strategic plc Interim Chairman
|
Simon Pyper |
Simon.pyper@me.com |
|
|
|
|
|
finnCap Nominated Adviser Joint Broker
|
Carl Homes William Marle Mark Whitfeld
|
020 7220 0500
|
|
Panmure Gordon (UK) Limited Joint Broker |
Tom Scrivens Michael Bateman |
020 7886 2500 |
|
|
|
|
|
KL Communications
|
Charles Gorman Will Sanderson
|
020 3995 6673
|
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