Last checked at 4 Jun 2020 14:53
THE SCOTTISH AMERICAN INVESTMENT COMPANY P.L.C.
Legal Entity Identifier: 549300NF03XVC5IFB447
Coronavirus (Covid-19) - Important update in relation to the SAINTS' Annual General Meeting ("AGM")
Further to the announcement by The Scottish American Investment Company P.L.C. ('SAINTS' or the 'Company') on 26 March 2020 postponing the Company's AGM from 2 April 2020, your Board has now resolved to hold the AGM at 12 noon on Wednesday 17 June 2020 at the offices of Baillie Gifford & Co, Calton Square, 1 Greenside Row, Edinburgh EH1 3AN.
The Board continues to prioritise the safeguarding of public health and is keenly aware of the UK and Scottish Governments' prevailing Covid-19 guidance. At the same time, the Board is conscious of the current legal requirement for SAINTS to hold its AGM before the end of June and the very strong likelihood that public health concerns and associated measures will not have abated before then.
In addition, the Board wishes to highlight that certain routine shareholder authorities granted at SAINTS' AGM held on 4 April 2019, which have allowed the Company to issue shares at a premium to net asset value over the last year to meet unsatisfied market demand and so grow the capital base of the Company, will expire on 4 July (being the date falling 15 months after the date those authorities were granted). The Board believes it is in the best interests of the Company to seek refreshed share issuance authorities from Shareholders before the expiry date of these existing authorities.
In light of the current guidance received from the UK and Scottish Governments, including the current restrictions on travel, public gatherings and the recommended practices of social distancing and (when applicable) self-isolation, the Board has been carefully considering the arrangements for the AGM, taking into account the health, wellbeing and safety of shareholders, as well as the venue security requirements. It has, as a result, decided that shareholders will unfortunately not be permitted to attend the AGM in person. However, shareholders may and are strongly encouraged to participate in the AGM business by:
· exercising their votes - if shareholders have not done so already, they are encouraged to register their votes in advance of the AGM by submitting proxy forms to the Company's registrar, Computershare Investor Services PLC, by 12 noon on 15 June 2020, appointing the Chairman of the Meeting as their proxy; should you require additional proxy forms, please contact Computershare on 0370 707 1282; in accordance with the Company's articles of association, all proxy forms that were validly delivered prior to the original date for the AGM will be counted for the purposes of this postponed AGM; and
· raising any questions which they may have for the Board or the Managers in advance - please submit them by email to: trustenquiries@bailliegifford.com.
Shareholders should note, however, that only the formal, routine business of the AGM, as set out in the Notice of AGM dated 2 March 2020 contained in the Annual Report and Financial Statements for the year ended 31 December 2019, will be conducted (in compliance with the technical AGM requirements contained in the Company's articles of association). Any questions will be answered separately and there will be no presentation from the Managers. The attention of shareholders is, though, drawn to a recent film presentation by, and other written insights from, the Managers which are available for viewing on the Company's website (at www.saints-it.com).
In view of the postponement of the AGM, the Directors announced on 26 March 2020 that they had resolved that a fourth interim dividend, of 3.00p per share, should be paid to shareholders in place of the usual final dividend (of the same amount) which, unlike the interim dividend, would have required approval by shareholders at the postponed AGM before it could have been be paid. This fourth interim dividend was therefore able to be paid earlier, on 9 April 2020, to shareholders on the register at the close of business on 6 March 2020. Accordingly, and as previously announced, the Board intends that the resolution seeking shareholder approval in relation to the final dividend payment, as set out in the formal Notice of AGM, will be withdrawn at the AGM on 17 June.
The Company also announced on 22 May 2020 the declaration a first interim dividend of 3.00p per ordinary share in respect of the year to 31 December 2020, payable on 23 June 2020 to shareholders on the register at the close of business on 5 June 2020 (with an ex-dividend date of 4 June 2020).
Baillie Gifford & Co Limited
Company Secretaries
4 June 2020
Regulated Information Classification: Additional regulated information required to be disclosed under applicable laws.