26 Jun 2020 11:51
26 June 2020
CIP MERCHANT CAPITAL LIMITED
("CIP Merchant Capital" or the "Company")
Result of AGM
CIP Merchant Capital announces the results of its Annual General Meeting ("AGM") held at 11.00 a.m. today. Resolutions 1 to 8 were duly passed and resolutions 9 and 10 were not passed by shareholders voting at the meeting.
The Board of the Company (the "Board") notes that, although resolutions 1 to 8 were duly passed, there was a significant proportion of votes against.
Resolutions 9 and 10 were not passed. As Resolution 9 was not passed, this will mean that the Company will not be able to buy back any of its own ordinary shares in the market until such a resolution is passed at a future general meeting of the Company. Whilst the Board had no present intention to exercise such general authority to buy back shares had it been approved, the Board believes it would have provided them with greater flexibility when considering how best to address any imbalance between the supply of and demand for its ordinary shares.
Resolution 10 was also not passed and accordingly, the Company's investment policy will not be amended and will remain as set out on the Company's Annual Report and Accounts for 2019 and in its Admission Document dated 15 December 2017. The Board proposed the changes to the Company's investing policy in order to provide the Investment Manager with greater flexibility in making investments, in particular where it sees opportunities to create shareholder value, which the Board believes to be particularly relevant in the current market.
Accordingly, the Board has already began engaging with shareholders in regard to the above, including considering the composition of the Board, and the Company will be seeking to improve shareholder communications going forward. In accordance with the AIC Corporate Governance Code (2019), the Company will also seek to publish an update on the shareholder engagement, as well as the actions proposed, within six months.
The results of the AGM are as follows:
ORDINARY RESOLUTIONS | FOR | AGAINST | TOTAL VOTES | % OF ISC VOTED | VOTES WITHHELD* | ||
Votes | % | Votes | % | ||||
1. To receive the Company's Annual Report and Audited Financial Statements for the period ended 31 December 2019. | 11,674,763 | 63.07 | 6,836,000 | 36.93 | 18,510,763 | 33.66 | Nil |
2. To re-appoint BDO Limited as auditor to the Company. | 11,674,763 | 63.07 | 6,836,000 | 36.93 | 18,510,763 | 33.66 | Nil |
3. To authorise the Directors of the Company to determine the remuneration of the auditor. | 11,674,763 | 63.07 | 6,836,000 | 36.93 | 18,510,763 | 33.66 | Nil |
4. To re-elect Mr Carlo Sgarbi as a Director of the Company. | 11,674,763 | 63.07 | 6,836,000 | 36.93 | 18,510,763 | 33.66 | Nil |
5. To re-elect Mr Marco Fumagalli as a Director of the Company. | 11,674,763 | 63.07 | 6,836,000 | 36.93 | 18,510,763 | 33.66 | Nil |
6. To re-elect Mr Adrian Collins as a Director of the Company. | 11,674,763 | 63.07 | 6,836,000 | 36.93 | 18,510,763 | 33.66 | Nil |
7. To re-elect Mr Robert King as a Director of the Company. | 11,674,763 | 63.07 | 6,836,000 | 36.93 | 18,510,763 | 33.66 | Nil |
8. To re-elect Mr John Falla as a Director of the Company. | 11,674,763 | 63.07 | 6,836,000 | 36.93 | 18,510,763 | 33.66 | Nil |
9. To authorise the Company to make market acquisitions of its own Shares. | 6,274,763 | 33.90 | 12,236,000 | 66.10 | 18,510,763 | 33.66 | Nil |
10. To approve and adopt the investing policy. | 6,264,417 | 33.86 | 12,236,000 | 66.14 | 18,500,417 | 33.64 | 10,346 |
*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, the number of ordinary shares in issue, and therefore the total number of voting rights was 55,000,000.
For further information:
CIP Merchant Capital Independent Non-Executive Directors and Company Secretary c/o Maitland Administration (Guernsey) Limited
| + 44 1481 749 360 |
Merchant Capital Manager Limited (Investment Manager) Marco Fumagalli Carlo Sgarbi
| +41 91 225 25 60 |
Strand Hanson Limited (Nominated Adviser and Broker) Richard Tulloch / James Bellman | +44 20 7409 3494 |