28 Jan 2021 14:45
RDI REIT P.L.C.
("RDI" or the "Company")
(Registered number 010534V)
LSE share code: RDI
JSE share code: RPL
ISIN: IM00BH3JLY32
LEI: 2138006NHZUMMRYQ1745
Annual General Meeting Voting Results and Changes to the Board
RDI, the income-focused UK-REIT, announces that, at the Annual General Meeting ("AGM") held today, all of the proposed resolutions set out below were passed by the requisite majority, on votes conducted by way of a poll.
The results of voting on the resolutions, which are set out in the Notice of the AGM, were as follows: -
Ordinary Resolution | For | % | Against | % | Withheld | |
1 | To receive and adopt the Annual Report and audited financial statements for the year ended 31 August 2020 | 276,791,949 | 99.97% | 79,607 | 0.03% | 1,174,399 |
2 | To approve the Annual Report on Remuneration for the year ended 31 August 2020 | 272,084,877 | 98.20% | 4,976,692 | 1.80% | 984,386 |
3 | To re-elect GR Tipper as a Director | 219,373,960 | 83.69% | 42,739,088 | 16.31% | 15,932,907 |
4 | To re-elect SE Ford as an Independent Director | 276,694,670 | 99.87% | 353,326 | 0.13% | 997,959 |
5 | To re-elect EA Peace as an Independent Director | 276,843,872 | 99.93% | 204,124 | 0.07% | 997,959 |
6 | To elect M Parrott as a Director | 270,025,917 | 98.08% | 5,294,429 | 1.92% | 2,725,609 |
7 | To elect SJ Oakenfull as a Director | 276,588,242 | 99.83% | 459,754 | 0.17% | 997,959 |
8 | To re-elect DA Grant as a Director | 276,567,409 | 99.83% | 480,583 | 0.17% | 997,963 |
9 | To appoint KPMG LLP as the Company's Independent Auditor | 272,404,596 | 98.32% | 4,652,784 | 1.68% | 988,575 |
10 | To authorise the Audit and Risk Committee to determine the remuneration of the Independent Auditor | 276,857,149 | 99.93% | 187,371 | 0.07% | 1,001,435 |
11 | To authorise the Directors to allot Ordinary Shares up to the limit contained in the Notice of the AGM | 226,053,756 | 81.59% | 51,019,129 | 18.41% | 973,070 |
Special Resolutions | ||||||
12 | To authorise the Directors to dis-apply pre-emption rights up to the limit stated in the Notice of AGM | 218,388,469 | 78.82% | 58,685,746 | 21.18% | 971,740 |
13 | To authorise the Directors to dis-apply pre-emption rights in connection with a Specified Investment up to the limit set out in the Notice of the AGM | 218,528,499 | 78.87% | 58,545,716 | 21.13% | 971,740 |
14 | To authorise the Directors to make market purchases of Ordinary Shares up to the limit set out in the Notice of the AGM | 271,063,877 | 97.85% | 5,944,590 | 2.15% | 1,037,488 |
15 | To amend the Articles of Association of the Company | 274,037,438 | 99.67% | 910,127 | 0.33% | 3,098,390 |
It should be noted that a vote withheld is not a vote in law and is not counted towards votes cast "For" or "Against" a resolution.
The Company's total issued share capital as at 28 January 2021 is 380,590,061 ordinary shares of 40 pence each the ("ISC").
The total number of votes cast at the AGM was 278,045,955 equating to 73.1 % of the ISC.
It has been noted that 16.31 % of votes were registered against the re-election of Gavin Tipper, the Chairman of RDI. The Company is aware of shareholder concerns regarding Mr Tipper's tenure, and a succession plan was set out in the Annual Report, advising that Mr Tipper would be stepping down at the next AGM in 2022.
It was further noted that a number of shareholders on the JSE register, as in previous years, voted against Resolutions 11, 12 and 13. Following shareholder engagements, the directors' authority to issue shares was reduced from 66% in 2017, to 10% in 2020. This level of authority is below the standard UK guidelines, and the Board is of the view that it provides important flexibility to the Company. Management will continue to liaise with shareholders regarding these resolutions and an update will be provided, in accordance with the UK Corporate Governance Code, within six months of the AGM.
Board Changes
Michael Farrow retired as a director of RDI at the conclusion of the Annual General Meeting. We offer our thanks to Michael for the considerable contribution he made during his nine-year tenure. Following Michael's retirement, Sue Ford has been appointed as the Senior Independent Director and Liz Peace, having the requisite experience, will assume the Chair of the Remuneration Committee.
In accordance with LR 9.6.2 R of the Listing Rules of the UKLA, copies of all resolutions passed by the Company, other than resolutions concerning ordinary business, have been submitted to the UK's National Storage Mechanism and will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism and can also be viewed on the Company's website, www.rdireit.com.
For further information:
RDI REIT P.L.C. | |
Stephen Oakenfull, Donald Grant | Tel: +44 (0) 20 7811 0100 |
FTI Consulting | |
UK Public Relations Adviser | |
Dido Laurimore, Claire Turvey rdireit@fticonsulting.com | Tel: +44 (0) 20 3727 1000 |
Instinctif Partners | |
SA Public Relations Adviser | |
Frederic Cornet RDI@instinctif.com | Tel: +27 (0) 11 447 3030 |
JSE Sponsor | |
Java Capital | Tel: + 27 (0) 11 722 3050 |
Note to editors:
About RDI
RDI is an income focused UK Real Estate Investment Trust (UK-REIT) with a diversified portfolio invested principally in the UK. The investment approach is driven by an in depth understanding of occupational demand including the impact of technology, transport and infrastructure investment. The portfolio has been repositioned in recent years to increase its weighting to London and the South East, and to provide greater exposure to our leading hotel and serviced office operating platforms.
RDI is committed to delivering attractive income led total returns across the real estate cycle. The current strategic objectives of a lower leverage capital structure and more focused allocation of capital are targeted at delivering an industry leading and sustainable income return.
RDI holds a primary listing on the London Stock Exchange and a secondary listing on the JSE. The Company is included within the EPRA, GPR, JSE All Property and JSE Tradeable Property indices.
For more information on RDI, please refer to the Company's website www.rdireit.com