Update regarding 2021 Director Re-election
4 March 2022
Yellow Cake plc ("Yellow Cake" or the "Company")
Update regarding 2021 Director Re-election
Yellow Cake, a specialist company operating in the uranium sector with a view to holding physical uranium (U3O8) for the long term, held its Annual General Meeting on 8 September 2021 ("AGM"). As previously announced, all resolutions were passed by the requisite majorities, however, the resolution for the re-election of Emily Manning to the Board of the Company received less than 80% of votes in favour.
The Company aspires to high levels of shareholder and stakeholder engagement and therefore, in accordance with the recommendations of the UK Corporate Governance Code ("Code"), approached those major shareholders who voted against this resolution to understand their specific concerns. Such major shareholders represent 90 percent of the votes that were case against the resolution. The Company did not receive any substantive feedback from the major shareholders but understands that their votes were primarily influenced by the proxy analysis report released by ISS ahead of the AGM.
ISS reported that they considered Emily Manning to be non-independent because she is the Client Director at Langham Hall Fund Management (Jersey) Ltd ("Langham Hall"). Langham Hall has an administration agreement with Yellow Cake and was paid USD 173,802 for services provided during the 2021 financial year. ISS further noted that Emily currently sits on the Audit and Remuneration Committees and it is not UK best practice for non-independent directors to sit on such committees for a company of this size.
While the Company has endeavoured to engage with ISS on this matter, it has to date not been successful.
The Board considers that Ms Manning is independent of both character and judgment and that she continues to make a valuable contribution to Board discussions while also providing effective challenge to management and the wider Board. The Board undertook a rigorous evaluation to reach this conclusion, including (but not limited to) a review of each of the seven indicators of non-independence outlined in Provision 10 of the Code. In particular, the Board noted that Yellow Cake's business relationship with Langham Hall is not of a particularly material nature to Langham Hall, that Ms Manning is not a shareholder, partner or executive director of Langham Hall, that she does not directly benefit from any fees paid by the Company to Langham Hall and that no element of Ms Manning's compensation from Langham Hall is tied to her role as a director of Yellow Cake. Further, Ms Manning's 12 years of experience in the Jersey finance industry as well as her comprehensive knowledge of the running and regulations of Jersey structures make her a very suitable director and member of the Audit and Remuneration Committees.
Notwithstanding that the Board considers Ms Manning to be an independent director, the Board recognises that certain significant investors place reliance on the recommendations of ISS with regards to voting decisions. The Board has therefore resolved that Emily Manning should retire from the Audit and Remuneration Committees with immediate effect, but will remain a Director of the Company.
The Company also notes that the retirement of Ms Manning from the Audit and Remuneration Committees will not require any new appointments to be made to either committee as the membership requirement are fulfilled by the ongoing committee members.
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ENQUIRIES:
Yellow Cake plc
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Andre Liebenberg, CEO | Carole Whittall, CFO |
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Tel: +44 (0) 153 488 5200 |
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Nominated Adviser and Joint Broker: Canaccord Genuity Limited |
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Henry Fitzgerald-O'Connor | James Asensio |
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Gordon Hamilton
Tel: +44 (0) 207 523 8000 |
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Joint Broker: Berenberg |
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Matthew Armitt | Jennifer Wyllie |
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Varun Talwar | Detlir Elezi |
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Tel: +44 (0) 203 207 7800 |
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Financial Adviser: Bacchus Capital Advisers
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Peter Bacchus
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Tel: +44 (0) 203 848 1640 |
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Investor Relations: Powerscourt |
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Peter Ogden | Linda Gu |
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Tel: +44 (0) 7793 858 211 |
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ABOUT YELLOW CAKE
Yellow Cake is a London-quoted company, headquartered in Jersey, which offers exposure to the uranium spot price. This is achieved through its strategy of buying and holding physical triuranium octoxide ("U3O8"). It may also seek to add value through the acquisition of uranium royalties and streams or other uranium related activities. Yellow Cake seeks to generate returns for shareholders through the appreciation of the value of its holding of U3O8 and its other uranium related activities in a rising uranium price environment. The business is differentiated from its peers by its ten-year Framework Agreement for the supply of U3O8 with Kazatomprom, the world's largest uranium producer. Yellow Cake currently holds 15.83 million pounds of U3O8, all of which is held in storage in Canada and France.
FORWARD LOOKING STATEMENTS [Don't think this is needed here]
Certain statements contained herein are forward looking statements and are based on current expectations, estimates and projections about the potential returns of the Company and the industry and markets in which the Company will operate, the Directors' beliefs and assumptions made by the Directors. Words such as "expects", "anticipates", "should", "intends", "plans", "believes", "seeks", "estimates", "projects", "pipeline", "aims", "may", "targets", "would", "could" and variations of such words and similar expressions are intended to identify such forward looking statements and expectations. These statements are not guarantees of future performance or the ability to identify and consummate investments and involve certain risks, uncertainties and assumptions that are difficult to predict, qualify or quantify. Therefore, actual outcomes and results may differ materially from what is expressed in such forward looking statements or expectations. Among the factors that could cause actual results to differ materially are: uranium price volatility, difficulty in sourcing opportunities to buy or sell U3O8, foreign exchange rates, changes in political and economic conditions, competition from other energy sources, nuclear accident, loss of key personnel or termination of the services agreement with 308 Services Limited, changes in the legal or regulatory environment, insolvency of counterparties to the Company's material contracts or breach of such material contracts by such counterparties. These forward-looking statements speak only as at the date of this announcement. The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward looking statements contained herein to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based unless required to do so by applicable law or the AIM Rules.
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