27 May 2020 13:02
27 May 2020
RM Secured Direct Lending plc
Result of AGM
LEI: 213800RBRIYICC2QC958
RM Secured Direct Lending plc, an investment trust specialising in secured debt investments announces that all the resolutions put forward at its Annual General Meeting held earlier today were passed, with the exception of Resolution 11.
As announced in the Company's Annual Report, in response to the COVID-19 crisis and UK Government stay at home measures and restrictions on public gatherings, the Annual General Meeting was a closed meeting, with only the formal business of the AGM being considered and with Shareholders voting in advance by proxy.
The text of all the resolutions is contained in the notice of meeting in the Company's Annual Report for the year ended 31 December 2019.
The proxy votes received for each resolution are given below:
Resolution | Votes For and Discretionary | Votes Against | Votes Withheld |
1 | 69,566,300 | 0 | 0 |
2 | 69,563,306 | 2,994 | 0 |
3 | 50,461,138 | 0 | 19,105,162 |
4 | 69,564,304 | 0 | 1,996 |
5 | 65,560,459 | 4,003,845 | 1,996 |
6 | 69,564,304 | 1,996 | 0 |
7 | 69,564,304 | 1,996 | 0 |
8 | 69,565,302 | 998 | 0 |
9 | 69,566,300 | 0 | 0 |
10 | 69,565,070 | 1,230 | 0 |
11 | 50,476,612 | 19,089,688 | 0 |
12 | 69,565,302 | 998 | 0 |
13 | 69,036,068 | 530,232 | 0 |
At the time of the above meeting, the Company's issued share capital was 121,549,581 Ordinary Shares. Therefore, the total number of voting rights of the Company was 121,549,581.
All the resolutions put to the Company's AGM, with the exception of Resolution 11 (the authority to issue up to 10% of the Company's issued ordinary share capital, in addition to the authority sought pursuant to Resolution 10), were passed by a show of hands. Rather than withdraw Resolution 11, to reflect good governance that resolution was voted down on a show of hands, reflecting shareholder proxy votes.
Resolution 11 was proposed to provide the Company with additional flexibility to issue ordinary shares at a premium to net asset value where demand exceeds supply, aligning the Company's issuance authority with the Prospectus Rules.
The Board believes that the votes against Resolution 11 relate to the fact that certain shareholder advisory groups recommended that issuance authority be limited to 10% (which was approved by shareholders in Resolution 10) despite the Pre-Emption Group's statement of principles stating that in the case of an investment trust or similar listed closed ended fund company, if there would be no resulting value dilution resulting from the issue of shares, this would not normally raise any concerns (in addition it is noted in relation to premium listed investment trusts, such as the Company, shareholders are afforded the protection from dilution afforded by LR15.4.11 in this regard). The Company will consult with its Shareholders in relation to any future general issuance authority.
For further information, please contact:
RM Capital Markets Limited - Investment Manager James Robson Pietro Nicholls
| 0131 603 7060 |
Nplus1 Singer Advisory LLP - Financial Adviser and Broker James Maxwell Carlo Spingardi
| 020 7496 3000 |
Tulchan Group - Financial PR Elizabeth Snow Deborah Roney
| 0207 353 4200 rmdl@tulchangroup.com |
PraxisIFM Fund Services (UK) Limited - Administrator and Company Secretary Brian Smith Ciara McKillop | 020 7653 9690 |
About RM Secured Direct Lending
RM Secured Direct Lending Plc ("RMDL" or the "Company") is a closed-ended investment trust established to invest in a portfolio of secured debt instruments.
The Company aims to generate attractive and regular dividends through loans sourced or originated by the Investment Manager with a degree of inflation protection through index-linked returns where appropriate. Loans in which the Company invests are predominantly secured against assets such as real estate or plant and machinery and/or income streams such as account receivables.
For more information, please see
https://rmdl.co.uk/investor-centre/monthly-factsheets/