Last checked at 26 Nov 2020 14:02
THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION IN THE UNITED STATES OF AMERICA, ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA, CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA.
26 November 2020
Alternative Income REIT PLC
(the "Company" or "Group")
RESULT OF ANNUAL GENERAL MEETING
The Board of Directors of Alternative Income REIT PLC (ticker: AIRE) announces that at the Company's Annual General Meeting held today, with the exception of resolutions 9, 11, 12 and 13, which failed to carry, all other resolutions were passed by shareholders. All resolutions were voted on by way of a poll.
Resolutions 1 to 11 (inclusive) were proposed as ordinary resolutions and resolutions 12 to 15 (inclusive) were proposed as special resolutions. The results of the poll are outlined in the table below.
The Board acknowledges the failure to pass resolutions 9, 11, 12 and 13.
The Board is disappointed by the level of voting participation and also, in particular, the failure to pass resolution 11 to adopt the proposed revised Investment Policy. The Board considers that the proposed amendments would have allowed the Company to take advantage of the current market opportunities and deliver significant added value to shareholders. Given the lack of support from shareholders (in particular following the recent Tender Offer) for the amendments and recognising that the Group remains sub-scale, the Board will engage immediately with shareholders, including those new to the register, on a range of potential options for the future strategy of the Company.
With regards to resolutions 12 and 13 the Board is disappointed in this outcome given that the resolutions follow the provisions of the Pre-emption Group's Statement of Principles for the disapplication of pre-emption rights and reflect UK listed company market practice.
The Board considers the flexibility afforded by these authorities to be in the best interests of the Company and shareholders and notes that they have each previously received support at past Annual General Meetings. In addition, any issue of shares pursuant to these authorities would, in any case, need to comply with Listing Rule 15.4.11, which prohibits the issue of shares for cash at a price below the net asset value per share, unless offered pro rata to existing shareholders or with separate, specific shareholder authority. However, the Board remains committed to continuing an open and transparent dialogue and will, accordingly, seek to continue to engage with those shareholders regarding their views in this area.
Resolution | Votes For* | % | Votes Against | % | Total votes validly cast | Total votes cast as % of issued share capital | Votes Withheld** | |
1 | To receive and adopt the Annual Report and accounts of the Company for the year ended 30 June 2020 | 40,479,871 | 98.35 | 678,653 | 1.65 | 41,158,524 | 51.13 | 1,834,202 |
2 | To approve the Directors' Remuneration Report | 40,326,456 | 98.26 | 712,068 | 1.74 | 41,038,524 | 50.98 | 1,954,202 |
3 | To approve the Directors' Remuneration Policy | 40,326,456 | 98.26 | 712,068 | 1.74 | 41,038,524 | 50.98 | 1,954,202 |
4 | To re-elect Steve Smith as a Director of the Company | 11,051,821 | 82.47 | 2,348,989 | 17.53 | 13,400,810 | 16.65 | 29,591,916 |
5 | To re-elect Jim Prower as a Director of the Company | 13,251,821 | 94.99 | 698,989 | 5.01 | 13,950,810 | 17.33 | 29,041,916 |
6 | To re-elect Alan Sippetts as a Director of the Company | 13,253,821 | 95.00 | 696,989 | 5.00 | 13,950,810 | 17.33 | 29,041,916 |
7 | To re-appoint KPMG as Auditors of the Company | 40,426,331 | 98.24 | 722,193 | 1.76 | 41,148,524 | 51.12 | 1,844,202 |
8 | To authorise the Board to determine the Auditors' remuneration | 40,469,796 | 98.33 | 688,728 | 1.67 | 41,158,524 | 51.13 | 1,834,202 |
9 | To authorise the Directors to allot shares | 11,591,821 | 28.16 | 29,566,703 | 71.84 | 41,158,524 | 51.13 | 1,834,202 |
10 | To authorise the Directors to declare and pay all dividends of the Company as interim dividends | 40,461,796 | 98.31 | 696,728 | 1.69 | 41,158,524 | 51.13 | 1,834,202 |
11 | That the proposed revised Investment Policy be adopted | 17,974,382 | 41.83 | 24,998,344 | 58.17 | 42,972,726 | 53.38 | 20,000 |
12 | To dis-apply statutory pre-emption rights up to 5% | 11,527,655 | 28.01 | 29,630,869 | 71.99 | 41,158,524 | 51.13 | 1,834,202 |
13 | To dis-apply pre-emption rights up to a further 5% in connection with an acquisition or specified capital investment | 11,547,655 | 28.06 | 29,610,869 | 71.94 | 41,158,524 | 51.13 | 1,834,202 |
14 | To authorise the Company to purchase its own shares | 42,312,073 | 98.42 | 680,653 | 1.58 | 42,992,726 | 53.41 | 0 |
15 | To authorise the calling of general meetings, other than an annual general meeting, on not less than 14 clear days' notice | 39,815,870 | 97.00 | 1,232,654 | 3.00 | 41,048,524 | 50.99 | 1,944,202 |
*Any proxy appointments which gave discretion to the Chairman have been included in the "For" totals.
**A vote withheld is not a vote in law and is not counted in the calculation of the votes for or against a resolution.
Every shareholder has one vote for every Ordinary Share held. As at 26 November 2020, the share capital of the Company consisted of 80,500,000 Ordinary Shares of £0.01 each with voting rights. The Company does not hold any shares in Treasury.
In accordance with the UK Corporate Governance Code, the Company will publish an update on engagement with regards to all failed resolutions, within six months of the 2020 Annual General Meeting and will report in the Company's 2021 Annual Report what steps have been taken by the Board in order to understand shareholders' views in relation to these resolutions and the impact of feedback on future decisions to be taken by the Board and actions or resolutions to be proposed.
The full text of all the resolutions can be found in the Notice of Annual General Meeting dated 19 October 2020, a copy of which is available on the Company's website at https://www.alternativeincomereit.com/investors/documents/2020.
In accordance with Listing Rule 9.6.2 copies of all the resolutions passed, other than ordinary business, will be submitted to the National Storage Mechanism and will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
ENQUIRIES
Alternative Income REIT PLC |
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Steve Smith - Chairman | via Maitland/AMO below |
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M7 Real Estate Ltd Richard Croft | +44 (0)20 3657 5500 |
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Panmure Gordon (UK) Limited | +44 (0)20 7886 2500 |
Alex Collins |
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Tom Scrivens |
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Chloe Ponsonby |
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Maitland/AMO (Communications Adviser) | +44(0) 7747 113 930 |
James Benjamin | james.benjamin@maitland.co.uk |
The Company's LEI is 213800MPBIJS12Q88F71.
Further information on Alternative Income REIT plc is available at www.alternativeincomereit.com1
NOTES
Alternative Income REIT PLC aims to generate a sustainable, secure and attractive income return for shareholders from a diversified portfolio of UK property investments, predominately in alternative and specialist sectors. The majority of the assets in the Group's portfolio are let on long leases which contain inflation linked rent review provisions.
The Company's investment adviser is M7 Real Estate Limited ("M7"). M7 is a leading specialist in the pan-European, regional, multi-tenanted real estate market. Majority owned by its senior managers, it has over 200 employees in 14 countries across Europe. The team manages over 835 properties with a value of circa €5.1 billion.
1 Neither the content of the Company's website, nor the content on any website accessible from hyperlinks on its website or any other website, is incorporated into, or forms part of, this announcement nor, unless previously published on a Regulatory 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.