Last checked at 21 May 2020 15:27
21 May 2020
Jupiter Fund Management plc (the "Company")
Results of the General Meeting and the Annual General Meeting
The Board is pleased to announce the results of both the General Meeting, to approve the acquisition of Merian Global Investors Limited ("Merian"), and the Annual General Meeting ("AGM") of the Company held today, 21 May 2020, at The Zig Zag Building, 70 Victoria Street, London SW1E 6SQ.
All resolutions proposed at both the General Meeting and Annual General Meeting were passed by the requisite majorities.
Andrew Formica, Chief Executive, commented:
"We are delighted by the support from our shareholders for the acquisition of Merian, which reflects the strong strategic and financial rationale for the transaction. Whilst completion of the acquisition remains conditional on a small number of provisions, including the receipt of customary regulatory approvals, this is an important milestone. We remain on track to complete the acquisition on, or as soon as possible after, 1 July 2020 and have been working closely with colleagues at Merian on the integration, which is progressing smoothly despite the lockdown."
Results of the General Meeting
Resolution | For | % of total votes cast | Against | % of total votes cast | Total votes cast | Votes withheld* |
To approve the acquisition of Merian Global Investors Limited and authorise the Directors to allot the consideration shares | 348,500,180
| 95.04 | 18,199,862
| 4.96 | 366,700,042
| 18,694,296
|
The results of the resolution proposed at the General Meeting, decided by way of poll, is set out below.
*Please note that 'vote withheld' is not a vote under English law and is not counted in the calculation of votes 'for' or 'against' a resolution, or in the 'percentage of total votes cast'.
A total of 385,394,338 shares, representing 84.2% of the issued share capital, was voted at the General Meeting.
Results of the AGM
The results of the AGM resolutions, all decided by way of poll, are set out below.
Resolutions | For | % of total votes cast | Against | % of total votes cast | Total votes cast | Votes withheld* |
1. To receive the report of the Directors and the Accounts of the Company for the year ended 31 December 2019 | 382,003,896 | 99.38 | 2,393,575 | 0.62 | 384,397,471 | 920,630 |
2. To approve the Annual Remuneration Report for the year ended 31 December 2019 | 373,197,433 | 97.01 | 11,511,682 | 2.99 | 384,709,115 | 608,986 |
3. To elect Wayne Mepham as a Director | 383,172,717 | 99.60 | 1,540,670 | 0.40 | 384,713,387 | 604,714 |
4. To elect Nichola Pease as a Director | 378,640,163 | 98.92 | 4,125,554 | 1.08 | 382,765,717 | 2,552,384 |
5. To re-elect Jonathon Bond as a Director | 382,742,126 | 99.49 | 1,963,488 | 0.51 | 384,705,614 | 612,487 |
6. To re-elect Edward Bonham Carter as a Director | 380,559,404 | 98.92 | 4,163,344 | 1.08 | 384,722,748 | 595,353 |
7. To re-elect Andrew Formica as a Director | 383,212,523 | 99.61 | 1,507,945 | 0.39 | 384,720,468 | 597,633 |
8. To re-elect Karl Sternberg as a Director | 276,263,699 | 72.43 | 105,135,649 | 27.57 | 381,399,348 | 3,918,753 |
9. To re-elect Polly Williams as a Director | 383,361,767 | 99.65 | 1,343,950 | 0.35 | 384,705,717 | 612,384 |
10. To re-elect Roger Yates as a Director | 382,742,126 | 99.49 | 1,973,649 | 0.51 | 384,715,775 | 602,326 |
11. To re-appoint PricewaterhouseCoopers LLP as the Company's auditors | 377,296,472 | 98.07 | 7,417,821 | 1.93 | 384,714,293 | 603,808 |
12. To authorise the Audit and Risk Committee to set the remuneration of the auditor | 379,598,369 | 98.67 | 5,121,914 | 1.33 | 384,720,283 | 597,818 |
13. To authorise the Directors to allot shares in the Company | 382,795,699 | 99.50 | 1,921,294 | 0.50 | 384,716,993 | 601,108 |
14. To authorise political donations and political expenditure | 381,625,275 | 99.20 | 3,072,582 | 0.80 | 384,697,857 | 620,244 |
15. To authorise the Directors to disapply pre-emption rights | 384,583,050 | 99.97 | 115,861 | 0.03 | 384,698,911 | 619,190 |
16. To authorise the Company to purchase its own shares | 382,229,736 | 99.38 | 2,403,891 | 0.62 | 384,633,627 | 684,474 |
17. To approve general meetings (other than annual general meetings) of the Company being called on 14 clear days' notice | 374,536,325 | 97.36 | 10,171,485 | 2.64 | 384,707,810 | 610,291 |
*Please note that 'vote withheld' is not a vote under English law and is not counted in the calculation of votes 'for' or 'against' a resolution, or in the 'percentage of total votes cast'.
A total of 385,318,101 shares, representing 84.2% of the issued share capital, was voted at the AGM.
The Board has considered the results of the AGM today and notes the level of votes cast against resolution 8, the re-election of Karl Sternberg, which received under 80% approval. As previously disclosed, this is primarily driven by the votes of our largest shareholder, who applies a more stringent voting policy on directors' external commitments than is market practice. Karl's external commitments are to listed investment trusts which require significantly less time commitment than a listed operating company. The Board strongly supports Karl's re-appointment to the Board and throughout his tenure Karl has clearly demonstrated his commitment to the Company and ability to dedicate sufficient time to his duties. The Nomination Committee carefully monitor all directors external time commitments and would take appropriate action should concerns be identified. In line with the requirements of the UK Governance Code, we will continue to engage with our major dissenting shareholders on this matter and provide the required updates on engagement.
The issued share capital of the Company comprises 457,699,916 shares. Resolutions 15, 16 and 17 were passed as special resolutions.
The Company has today sent copies of the resolutions passed at the General Meeting and AGM concerning items other than ordinary business to the National Storage Mechanism and they are available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Details of proxy votes lodged will be available shortly on the Company's website at https://www.jupiteram.com/corporate/Investor-Relations/Shareholder-information/AGM-information
Jupiter Fund Management plc
LEI Number: 5493003DJ1G01IMQ7S28
For further information please contact:
| Investors | Media |
Jupiter | Lisa Daniels+44 (0)20 3817 1664 | Despina Constantinides+44 (0)20 3817 1278 |
Powerscourt | Justin Griffiths+44 (0)20 7250 1446 | |