Update on 2021 AGM resolution votes
Source: RNS
SHAFTESBURY PLC
Update on 2021 annual general meeting resolution votes
In accordance with the requirement of Provision 4 of the UK Corporate Governance Code (2018), Shaftesbury PLC ("the Company") is providing this update following significant votes (defined as above 20%) against the following resolutions at its annual general meeting ("AGM") held on 25 February 2021.
Resolutions 15 (Disapplication of Pre-emption Rights - General) and 16 (Disapplication of Pre-emption Rights - Specific), which were special resolutions requiring a 75% majority, did not receive sufficient support to be passed (receiving votes in favour of 72.03% and 70.94% respectively) at the 2021 AGM due to the votes cast by a single shareholder holding over 25% of the Company's issued share capital.
As noted in our announcement on 25 February 2021, the Board was disappointed in this outcome given that each of the resolutions followed the provisions of the Pre-Emption Group's Statement of Principles for the disapplication of pre-emption rights and reflected UK listed company market practice.
Subsequent to the AGM, we have engaged with the shareholder in relation to the relevant resolutions and understand that the shareholder felt that, following the capital raise undertaken by the Company in 2020, the authorities were unlikely to be imminently required, and also that certain of its own shareholders do not generally support authorities for directors to issue shares non-pre-emptively. Whilst the Board still considers the flexibility afforded by these authorities to be in the best interests of the Company and its shareholders, it will continue to consider its approach on this matter and engage with shareholders as appropriate. An update will be provided in the 2021 Annual Report.
These resolutions were not previously passed at the AGMs for each of the three years 2018 to 2020 due to votes against the resolutions by Mr Samuel Tak Lee, the ultimate beneficial owner of shares representing over 25% of the Company's issued share capital; these shares were sold in 2020.
Desna Martin
Company Secretary
17 August 2021
020 7333 8118
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