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31 Jul 2018 14:21
Syncona Limited - Results of AGMSyncona Limited - Results of AGM
PR Newswire
London, July 31
Syncona Limited
Result of Annual General Meeting
31 July 2018
At the Annual General Meeting (“AGM”) of the Company held today, all Resolutions as set out in the Notice of AGM dated 27 June 2018 sent to shareholders of the Company (the “Notice”) were duly passed.
Resolutions 1 to 13 were proposed as ordinary resolutions. Only shareholders who were “Independent Shareholders” as such term is defined in the Notice were entitled to vote on Resolution 13. Resolution 14 was proposed as a Special Resolution and Resolution 15 was proposed as an Extraordinary Resolution.
Details of the proxy voting results which should be read alongside the Notice are noted below:
| No | Resolution | For | Against | Abstain | Discretion |
| 1 | Receive the Annual Report and Financial Statements | 386,569,184 | 9,880,090 | 0 | 34,183 |
| 2 | Re-appoint Deloitte as Auditors | 396,185,203 | 0 | 264,071 | 34,183 |
| 3 | Authorise the Directors to determine the remuneration of the Auditors | 396,449,275 | 0 | 0 | 34,183 |
| 4 | Re-elect Jeremy Tigue as a Director. | 380,124,994 | 16,314,011 | 10,269 | 34,183 |
| 5 | Re-elect Thomas Henderson as a Director. | 395,785,640 | 653,366 | 10,269 | 34,183 |
| 6 | Elect Rob Hutchinson as a Director. | 396,439,006 | 0 | 10,269 | 34,183 |
| 7 | Re-elect Nigel Keen as a Director. | 395,724,119 | 723,714 | 1,441 | 34,183 |
| 8 | Re-elect Nicholas Moss as a Director. | 396,439,006 | 0 | 10,269 | 34,183 |
| 9 | Elect Gian Piero Reverberi as a Director | 396,447,834 | 0 | 1,441 | 34,183 |
| 10 | Re-elect Ellen Strahlman as a Director. | 396,442,834 | 5,000 | 1,441 | 34,183 |
| 11 | Approve the directors' remuneration report. | 394,182,678 | 2,265,155 | 1,441 | 34,183 |
| 12 | Authority to allot shares. | 396,439,006 | 0 | 10,269 | 34,183 |
| 13 | Waiver of Rule 9 obligation on Wellcome Ventures in relation to buyback authority. | 101,278,174 | 48,375,483 | 246,806,291 | 23,510 |
| 14 | Authorise the company to purchase its own shares. | 396,440,447 | 10,673 | 8,828 | 23,510 |
| 15 | Disapply pre-emption rights. | 378,506,205 | 20,266 | 17,922,804 | 34,183 |
Note - A vote to abstain is not a vote in law and has not been counted in the votes for and against a resolution.
Although Resolution 13 (to approve the waiver of the Rule 9 obligation on Wellcome Ventures in relation to the Company’s buyback authority) was passed with the requisite majority, 32.3% of the votes were cast against. In addition, after taking account of the 243,461,685 shares held by Wellcome Ventures (who are not Independent Shareholders and so are not permitted to vote on Resolution 13), shares held by Independent Shareholders equivalent to 2.2% of the votes cast were withheld from Resolution 13.
As noted in the Annual Report, the Board engaged with shareholders and shareholder advisers following the 2017 Annual General Meeting, when the corresponding resolution was also opposed by 22% of those voting on it. The Board recognises the “creeping control” concerns of shareholders arising from the waiver of a Rule 9 obligation. However, in accordance with the relationship agreement with Wellcome Ventures entered into as part of the transaction approved by shareholders in December 2016, the Company can only use a buyback authority if it either has a Rule 9 waiver in place or purchases are made in a way that does not increase Wellcome Ventures’ interest in the Company. The Board believes it is in the interests of shareholders that the Company has flexibility in how it uses the buyback authority and that it is not dependent on Wellcome Ventures choosing to sell shares. In reaching that view, the Board took account of the possibility that Wellcome Ventures’ interest in the Company could increase to a maximum of 43.4%. The Board will continue to engage with shareholders to understand and consider any ways to address their concerns regarding the Rule 9 waiver, but acknowledges that it may not be able to find a solution that satisfies all shareholders.
In accordance with the Listing Rule 9.6.2, a copy of all the resolutions passed other than resolutions concerning ordinary business have been submitted to the UK Listing Authority via the National Storage Mechanism and will shortly be available for inspection at www.hemscott.com/nsm.do.
The full text of the resolutions can be found in the Notice of Annual General Meeting, which is available on the Company's website at www.synconaltd.com.
[ENDS]
EnquiriesSyncona LtdAnnabel ClayTel: +44 (0) 20 7611 2031
Northern Trust International Fund Administration Services (Guernsey) LimitedCompany SecretaryTel: 01481 745001
Copies of this press release and other corporate information can be found on the company website at: www.synconaltd.com
About Syncona:
Syncona is a leading FTSE250 healthcare company focused on investing in and building global leaders in life science. Our vision is to deliver transformational treatments to patients in truly innovative areas of healthcare while generating superior returns for shareholders.
We seek to partner with the best, brightest and most ambitious minds in science to build globally competitive businesses.
We take a long-term view, underpinned by a deep pool of capital, and are established leaders in the development of genetic medicine, particularly gene and cell therapy. We focus on delivering dramatic efficacy for patients in areas of high unmet need.