Last checked at 
29 Nov 2018 07:00
To: RNS
From: Target Healthcare REIT Limited
LEI: 2138008VQQ5Y9QXMX749
Date: 29 November 2018
Subject: Annual General Meeting Result
Target Healthcare REIT Limited announces that, at the Annual General Meeting held on 28 November 2018, all resolutions proposed were duly passed.
The full text of the resolutions can be found in the Notice of Annual General Meeting set out in the Annual Report and Financial Statements for the year to 30 June 2018, copies of which have been submitted to the National Storage Mechanism and which are available for inspection at www.morningstar.co.uk/uk/NSM.
Details of the proxy votes lodged before the Annual General Meeting, which should be read alongside the Notice contained in the Annual Report and Financial Statements, are noted below and will be available shortly at www.targethealthcarereit.co.uk
| For | Against | Withheld | ||
1) Ordinary Resolution | 204,136,923 | 100.00% | - | - | 20,888 |
2) Ordinary Resolution | 204,141,145 | 100.00% | - | - | 16,666 |
3) Ordinary Resolution | 204,157,811 | 100.00% | - | - | - |
4) Ordinary Resolution | 160,115,147 | 79.47% | 41,367,282 | 20.53% | 2,675,381 |
5) Ordinary Resolution | 204,157,811 | 100.00% | - | - | - |
6) Ordinary Resolution | 193,992,380 | 95.02% | 10,165,430 | 4.98% | - |
7) Ordinary Resolution | 204,157,811 | 100.00% | - | - | - |
8) Ordinary Resolution | 160,115,147 | 79.47% | 41,367,282 | 20.53% | 2,675,381 |
9) Ordinary Resolution | 204,120,434 | 99.98% | 37,376 | 0.02% | - |
10) Ordinary Resolution | 193,972,338 | 95.02% | 10,168,806 | 4.98% | 16,666 |
11) Special Resolution | 204,157,811 | 100.00% | - | - | - |
12) Special Resolution | 204,102,397 | 99.97% | 55,414 | 0.03% | - |
The Board notes the outcome of the shareholder votes against Resolution 4 and Resolution 8 concerning the elections of Craig Stewart and Hilary Jones. The Board recognises the concerns which have been expressed by shareholders regarding the independence of these Directors.
The Board notes that corporate governance best practice is for the Audit Committee to be composed solely of independent, non-executive Directors. Whilst the Board continues to consider both Hilary Jones and Craig Stewart to be independent, it has taken into consideration the views of shareholders and, given the relationship of these Directors with the Company Secretary, R&H Fund Services (Jersey) Limited, has concluded that neither Director should continue as a member of the Audit Committee. In accordance with Listing Rule 9.6.11R, Target Healthcare REIT confirms that this change will happen with immediate effect.
Whilst the Company is a UK REIT for the purposes of taxation, it continues to be domiciled in Jersey. As such, Hilary Jones' and Craig Stewart's position as Directors of the Company is considered by the Board to be the most cost efficient and effective means of ensuring that it fulfils its obligation to have two Jersey-based Directors and that the Board has sufficient knowledge and experience of the Jersey regulatory environment to ensure that it understands and follows best practice within that regime. It is anticipated that the valued experience of both Directors will continue to be available to the Audit Committee where required.
For further information please contact:
Target Fund Managers Limited Kenneth MacKenzie, Gordon Bland
|
01786 845 912 |
Stifel Nicolaus Europe Limited Mark Young, Neil Winward, Tom Yeadon
|
020 7710 7600 |
FTI Consulting Dido Laurimore, Claire Turvey, Richard Gotla
|
020 3727 1000 |
Maitland Administration Services (Scotland) Limited Donald Cameron
|
0131 550 3763
|