1 Oct 2021 15:10
To: RNS
Date: 1 October 2021
Company: BMO Managed Portfolio Trust PLC
LEI: 213800ZA6TW45NM9YY31
Subject: Result of Annual General Meeting
BMO Managed Portfolio Trust PLC (the "Company") announces that, at the Annual General Meeting held on 30 September 2021, a poll was held on each of the resolutions and all 14 resolutions proposed were duly passed, including those detailed below:
· An ordinary resolution authorising the Directors' to allot new Income shares up to an aggregate nominal amount of £896,384.44 (consisting of 9,438,000 Income shares) and new Growth shares up to an aggregate nominal amount of £720,298.75 (consisting of 7,584,000 Growth shares), being approximately 20% of the Company's total issued Income shares and approximately 20% of the Company's total issued Growth shares respectively (excluding shares held in treasury). This authority will expire at the conclusion of the Company's next Annual General Meeting to be held after the passing of this resolution or on the expiry of 15 months from the passing of this resolution, whichever is earlier, unless previously revoked, varied or extended by the Company in general meeting.
· A special resolution authorising the Directors' to allot new Income shares, or resell Income shares held in treasury, up to an aggregate nominal amount of £448,192.22 (consisting of 4,719,000 Income shares) and allot new Growth shares or resell Growth shares held in treasury, up to an aggregate nominal amount of £360,149.37 (consisting of 3,792,000 Growth shares) being approximately 10% of the Company's total issued Income shares and approximately 10% of the Company's total issued Growth shares respectively (including shares held in treasury) for cash without first offering such shares to existing shareholders pro rata to their existing holdings. This authority will expire at the conclusion of the Company's next Annual General Meeting to be held after the passing of this resolution or on the expiry of 15 months from the passing of this resolution, whichever is earlier unless previously varied, revoked or renewed by the Company in general meeting.
· A special resolution providing the Directors' with additional authority to allot further new Income shares or resell Income shares held in treasury up to an aggregate nominal amount of £448,192.22 (consisting of 4,719,000 Income shares) and allot further new Growth shares or resell Growth shares held in treasury, up to an aggregate nominal amount of £360,149.37 (consisting of 3,792,000 Growth shares) being approximately 10% of the Company's total issued Income shares and approximately 10% of the Company's total issued Growth shares respectively (including shares held in treasury) for cash without first offering such shares to existing shareholders pro rata to their existing holdings. This authority will expire at the conclusion of the Company's next Annual General Meeting to be held after the passing of this resolution or on the expiry of 15 months from the passing of this resolution, whichever is earlier unless previously varied, revoked or renewed by the Company in general meeting.
· A special resolution renewing the Directors' authority to make market purchases of up to 7,074,000 Income shares and 5,684,000 Growth shares being approximately 14.99% of the issued Income shares and 14.99% of the issued Growth shares (excluding Income shares and Growth shares held in treasury). This authority will expire at the conclusion of the Company's next Annual General Meeting or on 30 December 2022, whichever is the earlier, unless previously varied, revoked or renewed by the Company in general meeting.
· A special resolution to approve the proposed Purchase Contract to enable the Company to make off-market purchases of its own deferred shares.
· A special resolution that, subject to the confirmation of the Court of Session, the Company's share premium account be cancelled.
The results of the poll were as follows:
For and Discretionary | Against | Withheld | Total Votes (excluding Votes Withheld) | ||||
Resolution | No of Votes | % of Votes Cast | No of Votes | % of Votes Cast | No of Votes | ||
1 | Receive Annual Report & Financial Statements for the year to 31 May 2021 | 47,557,000 | 100.0% | 23,183 | 0.0% | 1,622,285 | 47,580,183 |
2 | Approve Directors' Remuneration Report for the year to 31 May 2021 | 43,007,188 | 94.2% | 2,632,209 | 5.8% | 3,518,062 | 45,639,397 |
3 | To re-elect David Harris as a Director | 44,861,531 | 98.3% | 774,898 | 1.7% | 3,521,033 | 45,636,429 |
4 | To re-elect Susan P. Inglis as a Director | 45,044,705 | 97.5% | 1,162,335 | 2.5% | 2,950,421 | 46,207,040 |
5 | To elect Simon M. Longfellow as a Director | 44,630,945 | 98.5% | 685,572 | 1.5% | 3,840,941 | 45,316,517 |
6 | To re-elect David Warnock as a Director | 45,140,663 | 98.9% | 489,550 | 1.1% | 3,527,248 | 45,630,213 |
7 | To re-appoint KPMG LLP as Auditor and authority to determine its remuneration | 43,600,481 | 94.0% | 2,798,809 | 6.0% | 2,769,615 | 46,399,290 |
8 | Approval of the Company's dividend policy | 46,934,900 | 99.9% | 30,612 | 0.1% | 2,191,951 | 46,965,512 |
9 | Authorise the Directors to allot shares | 46,341,503 | 98.6% | 674,492 | 1.4% | 2,141,466 | 47,015,995 |
10 | Authorise the Directors to allot shares and sell treasury shares without pre-emption rights | 44,967,513 | 98.1% | 852,027 | 1.9% | 3,337,919 | 45,819,540 |
11 | Authorise the Directors to allot additional shares and sell treasury shares without pre-emption rights | 43,957,479 | 97.6% | 1,090,290 | 2.4% | 4,109,692 | 45,047,769 |
12 | Authorise the Company to purchase own shares | 46,229,261 | 99.5% | 211,779 | 0.5% | 2,716,419 | 46,441,040 |
13 | Approval of Proposed purchase contract | 43,168,760 | 97.7% | 993,889 | 2.3% | 4,994,811 | 44,162,649 |
14 | Cancellation of the Company's share premium account
| 41,327,601 | 96.0% | 1,741,218 | 4.0% | 6,088,640 | 43,068,819 |
The full text of all the resolutions can be found in the Notice of Annual General Meeting set out in the Annual Report and Financial Statements for the year ended 31 May 2021 which was submitted to the National Storage Mechanism on 12 August 2021 and is available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on the Company's website www.bmomanagedportfolio.com
Under the Articles of Association, at a general meeting on a poll, each Income shareholder and each Growth shareholder is entitled to a weighted vote determined in accordance with the underlying NAV of the relevant share class. The related share voting numbers for this meeting were 1.43 and 2.84 for the Income shares and Growth shares respectively.
At the time of the meeting the Company's issued share capital consists of 47,369,790 Income shares and 38,046,553 Growth shares with voting rights. Based on the share voting numbers determined for this meeting, the total voting rights applicable to the poll on the above resolutions were 175,791,011
For further information please contact:
BMO Investment Business Limited
Company Secretary
Telephone: 0131 718 1010