23 Jan 2020 15:30
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 the proposed resolutions set out below (except Resolution 15) were duly passed by the required majority on votes conducted by way of a poll.
The results of voting by shareholders on the resolutions, which can be found 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 2019 |
282,833,221 |
99.99 |
41,286 |
0.01 |
1,503,799 |
2 | To approve the Annual Report on Remuneration for the year ended 31 August 2019 |
281,950,469 |
99.61 |
1,105,418 |
0.39 |
1,322,419 |
3 | To re-elect GR Tipper as a Director. | 239,322,166 | 85.07 | 42,011,252 | 14.93 | 3,044,888 |
4 | To re-elect MJW Farrow as an Independent Director | 282,329,945 | 99.74 | 729,124 | 0.26 | 1,319,238 |
5 | To re-elect SE Ford as an Independent Director | 282,423,226 | 99.78 | 635,843 | 0.22 | 1,319,238 |
6 | To re-elect EA Peace as an Independent Director | 282,678,247 | 99.87 | 380,822 | 0.13 | 1,319,238 |
7 | To elect P Prinsloo as a Director | 282,742,442 | 99.89 | 316,421 | 0.11 | 1,319,444 |
8 | To re-elect MJ Watters as a Director | 282,507,940 | 99.80 | 552,038 | 0.20 | 1,318,329 |
9 | To re-elect DA Grant as a Director | 282,481,714 | 99.80 | 578,027 | 0.20 | 1,318,566 |
10 | To appoint KPMG LLP as the Company's Independent Auditor | 281,794,487 | 99.55 | 1,271,792 | 0.45 |
1,312,027 |
11 | To authorise the Audit and Risk Committee to determine the remuneration of the Independent Auditor | 282,961,458 | 99.97 | 98,721 | 0.03 |
1,318,127 |
12 | To authorise the new Remuneration Policy. | 279,530,761 | 99.37 | 1,766,680 | 0.63 | 3,080,865 |
13 | To authorise the Directors to allot Ordinary Shares up to the limit contained in the Notice of the AGM | 211,982,383 | 74.89 | 71,080,685 | 25.11 |
1,315,239 |
Special Resolutions | ||||||
14 | To authorise the Directors to dis-apply pre-emption rights up to the limit stated in the Notice of AGM | 214,240,165 | 75.69 | 68,825,757 | 24.31 |
1,312,384 |
15 | 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. | 210,425,005 | 74.34 | 72,640,224 | 25.66 |
1,313,077 |
16 | To authorise the Directors to make market purchases of Ordinary Shares up to the limit set out in the Notice of the AGM | 280,459,541 | 99.09 | 2,567,147 | 0.91 |
1,351,618 |
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 23 January 2020 is 380,315,623 ordinary shares of 40 pence each.
It has been noted that 14.93% of votes were registered against the re-election of Gavin Tipper, the Chairman of RDI. The Company is aware that Mr Tipper is classified as being overboarded, and there are shareholder concerns regarding his ability to devote sufficient time to the Company. The Board considers Mr Tipper to be an exceptional Chairman who has attended all scheduled and unscheduled Board and Committee meetings during the year. He took an active role following an approach from the Cromwell Property Group and was heavily involved in all material and strategic discussions during the past 12 months. RDI therefore has no concerns regarding his ability to devote sufficient time to the Company.
It has been further noted that a significant number of shareholders on the JSE register have voted against Resolution 13, 14 and 15, with Resolution 15 marginally failing to be passed. Following substantial votes against the same resolutions previously, management has had continuous dialogue with the major dissenting South African shareholders and has reduced the directors authority to issue shares from 66% in 2017, to just 10% in 2020. It is therefore disappointing that South African shareholders have voted against this resolution again but liaison with shareholders will continue in light of the fact that management believe it important to allow acquisitions to take place via share placements as opposed to holding cash pending investment, which could cause a drag on earnings in the short term.
An update will be made in accordance with the UK Corporate Governance Code within six months of the AGM.
Board Changes
Following the conclusion of the Annual General Meeting, Marc Wainer has retired as a Director of RDI. We offer our thanks to Marc for his considerable contribution during his eight-year tenure. Pieter Prinsloo will act as Redefine Properties Limited's ("RDF") sole representative on the RDI Board and Andrew Konig, a Director of RDF, will be appointed his alternate with effect from 23 January 2020.
Stephen Oakenfull and Adrian Horsburgh have also stepped down as members of the Board, with effect from today, but will continue their roles as Deputy CEO and Property Director, respectively, on the executive committee. This will result in the RDI Board comprising seven directors, which better reflects the current size of the Company. The changes will improve the balance between independent and non-independent directors, aligning the composition of the Board with the requirements of the 2018 UK Corporate Governance Code, whilst also improving Board diversity.
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: http://www.morningstar.co.uk/uk/NSM and can also be viewed on the Company's website, www.rdireit.com.
For further information:
RDI REIT P.L.C. | |
Mike Watters, Stephen Oakenfull | Tel: +44 (0) 20 7811 0100 |
FTI Consulting | |
UK Public Relations Adviser | |
Dido Laurimore, Claire Turvey, Ellie Sweeney | Tel: +44 (0) 20 3727 1000 |
Instinctif Partners | |
SA Public Relations Adviser | |
Frederic Cornet | 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-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 is a UK Real Estate Investment Trust (UK-REIT) and 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