Last checked at 15 Aug 2022 13:29
Schroders plc
("Schroders" or "the Company")
15 August 2022
General Meeting and Class Meeting 2022 Results
The Board of Schroders plc is pleased to announce that at the General Meeting of Ordinary Shareholders held at 10.30 a.m. today, all of the resolutions were passed. At the separate Class Meeting for Non-Voting Ordinary Shareholders, held subsequently, all the resolutions were also passed. As a result, the Company will proceed with the enfranchisement of the Non-Voting Ordinary Shares; the compensatory bonus issue to Ordinary Shareholders and the subsequent sub-division of Ordinary Shares in line with the expected timetable contained in the Shareholder Circular and as set out below. The detailed voting results for both the General Meeting and Class Meeting are below.
General Meeting Results:
| Resolution | For (including discretionary) | % | Against | % | Withheld | Votes cast as a percentage of Schroders issued ordinary share capitalǂ |
1 | To authorise Compensatory Bonus Issue | 199,836,305 | 99.99 | 26,755 | 0.01 | 8,294 |
88.43% |
2 | To authorise Allotment of Bonus Issue Shares | 199,836,830 | 99.99 | 26,903 | 0.01 | 7,621 | 88.43% |
3 | To approve Enfranchisement of Non-Voting Ordinary Shares | 199,822,540 | 99.98 | 40,529 | 0.02 | 8,285 | 88.43% |
4 | To authorise Sub-Division of Ordinary Shares | 199,821,357 | 99.98 | 40,474 | 0.02 | 9,523 | 88.43% |
5ǂ | To approve the Panel's Waiver regarding Rule 9 of the Takeover Code | 86,158,991 | 94.30 | 5,204,453 | 5.70 | 323,999 |
77.62% |
6 | To adopt Stage One Articles of Association | 199,815,746 | 99.98 | 38,917 | 0.02 | 16,691 | 88.42% |
7 | To adopt New Articles of Association | 199,815,049 | 99.98 | 38,995 | 0.02 | 17,310 | 88.42% |
8 | To authorise Purchase of Own Shares (if Sub-Division is approved) | 199,198,661 | 99.67 | 650,753 | 0.33 | 21,940 | 88.42% |
9 | To authorise Purchase of Own Shares (if Sub-Division is not approved) | 199,198,715 | 99.67 | 651,248 | 0.33 | 21,391 | 88.42% |
For the purposes of section 341 of the Companies Act 2006, the votes validly cast are expressed in the table above as a percentage of Schroders' total issued ordinary share capital as at 6pm on 11 August 2022, being the time at which a shareholder had to be registered in the register of members in order to attend and vote at the General Meeting. A vote "withheld" is not a vote in law and has not been counted as a vote "for" or "against" a resolution.
The number of Ordinary Shares in issue at the date of this announcement is 226,022,400.
ǂOnly the votes of independent shareholders have been counted in determining the result of General Meeting resolution 5. The Schroders issued ordinary share capital used for resolution 5 is 117,698,689 which is the total number of ordinary shares held by independent shareholders.
General Meeting resolutions 6, 7, 8, and 9 were passed as special resolutions. Copies of General Meeting resolutions 1 - 4, 6, 7, 8 and 9 will be filed at Companies House.
Class Meeting Results:
| Resolution | For (including discretionary) | % | Against | % | Withheld | Votes cast as a percentage of Schroders non-voting ordinary share capital |
1 | To consent to Adoption of Stage One Articles of Association | 41,978,256 | 99.92 | 31,654 | 0.08 | 3,146 | 74.35% |
2 | To consent to Non-participation in Compensatory Bonus Issue | 41,965,115 | 99.89 | 45,517 | 0.11 | 2,424 | 74.35% |
3 | To approve Enfranchisement of Non-Voting Ordinary Shares | 41,979,057 | 99.93 | 31,169 | 0.07 | 2,830 | 74.35% |
For the purposes of section 341 of the Companies Act 2006, the votes validly cast are expressed in the table above as a percentage of Schroders' non-voting ordinary share capital as at 6pm on 11 August 2022, being the time at which a shareholder had to be registered in the register of members in order to attend and vote at the Class Meeting. A vote "withheld" is not a vote in law and has not been counted as a vote "for" or "against" a resolution.
The number of Non-Voting Ordinary Shares in issue at the date of this announcement is 56,505,600.
Class Meeting resolutions 1, 2 and 3 were passed as special resolutions. Copies of Class Meeting resolutions 1, 2 and 3 will be filed at Companies House.
In accordance with LR 9.6.2, a copy of the resolutions passed at the General Meeting and the Class Meeting will be submitted to the National Storage Mechanism and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
A summary of the questions asked on the day and by email will be published on our website at www.schroders.com/shareholdermeetings
Disclosure of Rights Attached to Equity Shares
In accordance with paragraph 9.2.6E of the Listing Rules (disclosure of rights attached to equity shares), the Company has today uploaded to the National Storage Mechanism (NSM) a copy of (i) its articles of association (referred to as the "Stage One Articles" in the Shareholder Circular) which set out the principal rights and restrictions attached to its shares and (ii) its New Articles (as defined in the Shareholder Circular) which will take effect when the Compensatory Bonus Issue and the Enfranchisement become effective.
The NSM can be accessed at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism
Expected Timetable1
Expected payment date for Interim Dividend | 25 August 2022 |
Final day for dealing in the Non-Voting Ordinary Shares | 16 September 2022 |
Record Date for the Enfranchisement, Compensatory Bonus Issue and Sub-Division, and disablement in CREST of the Non-Voting Ordinary Shares | 6.00 p.m. on 16 September 2022 |
Issue of Bonus Issue Shares | 19 September 2022 |
Enfranchisement of Non-Voting Ordinary Shares into Ordinary Shares | 19 September 2022 (immediately following issue of Bonus Issue Shares) |
Sub-Division of Ordinary Shares | 19 September 2022 (immediately following Enfranchisement of Non-Voting Ordinary Shares into Ordinary Shares) |
Admission of the New Ordinary Shares (including the sub-divided Bonus Issue Shares and enfranchised and sub-divided Ordinary Shares) to the premium segment of the Official List and to trading on the Main Market | 19 September 2022 |
Compensatory Bonus Issue Ex-Date2 | 8.00 a.m. on 19 September 2022 |
Dealings in New Ordinary Shares commence and enablement of New Ordinary Shares in CREST | On or soon after 8.00 a.m. on 19 September 2022 |
Cancellation of admission and listing of the Non-Voting Ordinary Shares | 19 September 2022 |
Expected date by which share certificates (where relevant) are to be dispatched to certificated shareholders | by 3 October 2022 |
Dispatch of cheques and CREST accounts credited in respect of proceeds from sale of fractional entitlements arising as a result of the Compensatory Bonus Issue | by 3 October 2022 |
1 Capitalised terms take the meaning given to them in the shareholder circular and notices of general meeting and class meeting dated 12 July 2022.
2 Unless the counterparties specifically agree otherwise, a buyer of Ordinary Shares ahead of the Compensatory Bonus Issue Ex-Date will assume the benefit to the Bonus Issue Shares, and the seller would need to pass the benefit to the buyer, even if the seller is the recorded owner at the Record Date.
Enquiries:
Graham Staples
Company Secretary
Schroders plc
Tel: 020 7658 6000