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21 May 2025 16:32
Sherborne Investors (Guernsey) C Limited
LEI 213800L8QL59OCFOCB40
21 May 2025
SHERBORNE INVESTORS (GUERNSEY) C LIMITED
Results of Annual General Meeting
The board of Sherborne Investors (Guernsey) C Limited (the "Company") announces that, at the Annual General Meeting of the Company held today, 21 May 2025, all resolutions set out in the Notice of the 2025 Annual General Meeting and Proposed Waiver of Rule 9 of the Takeover Code (the "Circular") were approved by shareholders.
Resolutions 1 to 10 (inclusive) were passed as ordinary resolutions. Resolution 10 was also passed as an ordinary resolution and, as required by the City Code on Takeovers and Mergers, this resolution was taken on a poll vote of independent shareholders. Resolution 11 was passed as special resolution.
Details of the proxy votes lodged are set out below:
Ordinary Resolutions
| For | % | Against | % | Withheld |
1. To approve the Annual Report on Remuneration
| 635,256,800 | 94.06 | 40,099,648 | 5.94 | 0 |
2. To re-elect Mr T Morgan as a Director
| 674,041,666 | 99.81 | 1,314,782 | 0.19 | 0 |
3. To re-elect Mr T Ash as a Director
| 674,041,666 | 99.81 | 1,314,782 | 0.19 | 0 |
4. Resolution withdrawn
| |||||
5. To re-elect Mrs H Sinclair as a Director
| 644,002,017 | 99.80 | 1,314,782 | 0.20 | 30,039,649 |
6. To re-elect Mrs L Wilding as a Director
| 591,024,541 | 91.59 | 54,292,258 | 8.41 | 30,039,649 |
7. To re-appoint Grant Thornton LLP as Auditors of the Company
| 675,356,448 | 100.00 | 0 | 0.00 | 0 |
8. To authorise the Directors to fix the remuneration of the Auditors | 675,356,448 | 100.00 | 0 | 0.00 | 0 |
9. To increase the limit on the aggregate amount the directors collectively shall be entitled to receive as fees to £300,000 | 538,255,301 | 79.70 | 137,101,147 | 20.30 | 0 |
10. THAT, subject to Resolution 11, the waiver by the Panel on Takeovers and Mergers of the obligation which might arise on the Concert Party to make a mandatory offer as a result of market purchases of the Company's shares be approved | 307,345,091 | 66.01 | 158,261,357 | 33.99 | 209,750,000 |
Special Resolution
| For | % | Against | % | Withheld |
11. THAT the Company be authorised to make market purchases of its own shares | 517,095,091 | 76.57 | 158,261,357 | 23.43 | 0 |
The Board is pleased that all resolutions tabled at the AGM were passed with the requisite majorities, and wishes to place on record its thanks to shareholders. The Board will continue to engage with shareholders over the year ahead in line with its customary approach in order to understand the reasons behind the results.
The full text of the resolutions may be found in the Notice of Annual General Meeting dated 23 April 2025 which is available on the Company's website www.sherborneinvestorsguernseyc.com. It has also been submitted to the National Storage Mechanism https://data.fca.org.uk/#/homepage***.
A copy of the Special Resolution passed at the Annual General Meeting is available on the Company's website www.sherborneinvestorsguernseyc.com and has been submitted to the National Storage Mechanism https://data.fca.org.uk/#/homepage***.
* Includes discretionary votes received
** A vote withheld is not a vote in law and is not counted in the proportion of votes 'for' or 'against' a resolution
*** Neither the NSM website nor the Company's website nor the content of any website accessible from hyperlinks on those websites (or any other website) is (or is deemed to be) incorporated into, or forms (or is deemed to form) part of this announcement
**** The number of shares in issue on 21 May 2025 was 700,000,000 with no shares in treasury. For the purposes of Resolution 10, the number of shares which were deemed independent for the resolution were 490,250,000. Those shares held by the Concert Party, totaling 209,750,000, were not permitted to be voted on Resolution 10.
-Ends-
Enquiries:
DGA Group +44 (0)20 7664 5095
Jonathon Brill
James Styles
Deutsche Numis (Broker) +44 (0)20 7260 1000
Nathan Brown
George Shiel
Sherborne Investors (Guernsey) C Limited +44 (0)20 3530 3600
Talmai Morgan (Chair)
Matt Lihou (Apex, Company Secretary)
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