AJ Bell PLC AGM concert party resolutions (4215O)
May 29 2020 - 11:03AM
UK Regulatory
TIDMAJB
RNS Number : 4215O
AJ Bell PLC
29 May 2020
29 May 2020
AJ Bell plc ("AJ Bell" or "Company")
Statement in relation to AGM vote on Concert Party waiver
resolutions
The board of AJ Bell (Board) welcomed the 79.51% vote in favour
of the three concert party waiver resolutions in respect of the
market authority to purchase shares resolution, 2019 share awards
and grant of share options to the AJ Bell Trust, a registered
charity (Waiver Resolutions), at the annual general meeting on 24
January 2020 (AGM), but acknowledges that a significant minority of
shareholders did not support the Waiver Resolutions.
The Company did not include an explanation in its AGM results
announcement of the action it intended to take to understand and
address shareholder concerns about the Waiver Resolutions. Since
the AGM, the Board has had time to reflect on the outcome and to
engage with some of our institutional and retail shareholders in
order to try and identify the reasons for them not having supported
the Waiver Resolutions. When doing so, the Board has also taken
into account the specific nature of the Waiver Resolutions and the
fact that the members of the Concert Party no longer hold more than
30% of the Company's issued share capital, such that it is
considered unlikely that any waiver resolutions will be proposed in
relation to the Concert Party in the future.
The views expressed by those shareholders with whom the Board
engaged who had voted against the Waiver Resolutions indicated
that:
-- they had done so as a matter of policy and not because of the
specific circumstances in which the resolutions had been
proposed
-- in some instances shareholders had voted against the Waiver
Resolution in relation to the authority for the market purchase by
the Company of up to 66% of the issued ordinary shares as a matter
of policy. This was because, although the scope of that authority
was in line with the current Association of British Insurers (ABI)
guideline, the ABI had increased the level from 33% in response to
the 2008 financial crisis and not revised it downwards since. As a
consequence, they did not support that ABI guideline and had voted
against both the market purchase authority and related Waiver
Resolution.
-- in the case of some retail shareholders, because they had not
fully understood the nature and effect of the resolutions.
In light of the nature of the above feedback and it being
considered unlikely that any waiver resolutions will be proposed in
relation to the Concert Party at any future general meetings, the
Board has concluded that in relation to future annual general
meetings it will:
-- review the level of the authority it will seek in relation to
the market purchase of ordinary shares to take account of the
feedback received; and
-- endeavour to explain the nature and effect of all of the
proposed resolutions in a way that can be more readily understood
by shareholders.
The Board have welcomed the opportunity to engage with our
shareholders on this matter and would like to thank those who
responded for having done so.
The Company will provide a final update in the 2020 Annual
Report.
For further information, please contact:
AJ Bell plc
Bruce Robinson, Company Secretary +44 (0) 780 234 4859
Shaun Yates, Head of Investor Relations +44 (0) 752 223 5898
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END
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