TIDMCSH

RNS Number : 6804M

Civitas Social Housing PLC

23 September 2021

23 September 2021

CIVITAS SOCIAL HOUSING PLC

(the "Company")

Result of Annual General Meeting

The Company is pleased to announce that at the Annual General Meeting ("AGM") held yesterday, all resolutions except for Resolution 13 were passed on a poll.

The Board notes that votes representing 27.11% of total votes cast were received against Resolution 13, the non-market standard, additional 10% pre-emption resolution, following the recommendation of Pensions and Investment Research Consultants Limited ("PIRC"), a proxy adviser. The UK Corporate Governance Code notes that where a significant proportion of votes have been cast against a resolution at a general meeting, a company should explain what actions it has taken to understand the reasons behind the vote. The Company, via their corporate brokers, intend to speak to the largest shareholders who voted against this resolution and whom they understand followed PIRC's recommendation to vote against this resolution.

As was noted in the AGM notice, the Directors are aware that the combined authority to dis-apply pre-emption rights in respect of up to 20% of the Company's issued ordinary share capital sought under Resolutions 12 and 13 is higher than the 10% typically sought by investment companies, although other listed REITs have this year received such additional authority from their shareholders. The authority now granted under Resolution 12 still permits the Company in aggregate, to issue up to 10% of the number of Ordinary Shares in issue at the AGM at a premium to NAV. The Directors respect the wishes of certain shareholders not to increase this threshold at the present time.

Resolutions 1 to 11 were proposed as Ordinary Resolutions. Resolutions 12 to 15 were proposed as Special Resolutions.

The results of the poll in relation to each resolution were as follows:

 
 Resolutions          Votes        %        Votes   % Against        Votes 
                        For      For      Against                 Withheld 
 Resolution 
  1             277,216,621   99.99%       27,601       0.01%      414,115 
               ------------  -------  -----------  ----------  ----------- 
 Resolution 
  2             277,364,265   99.91%      250,858       0.09%       43,214 
               ------------  -------  -----------  ----------  ----------- 
 Resolution 
  3             250,752,895   96.41%    9,331,376       3.59%   17,574,066 
               ------------  -------  -----------  ----------  ----------- 
 Resolution 
  4             254,076,487   99.87%      333,367       0.13%   23,248,483 
               ------------  -------  -----------  ----------  ----------- 
 Resolution 
  5             253,356,077   99.58%    1,057,157       0.42%   23,245,103 
               ------------  -------  -----------  ----------  ----------- 
 Resolution 
  6             254,057,971   99.86%      355,263       0.14%   23,245,103 
               ------------  -------  -----------  ----------  ----------- 
 Resolution 
  7             250,752,895   98.57%    3,645,159       1.43%   23,260,283 
               ------------  -------  -----------  ----------  ----------- 
 Resolution 
  8             263,017,391   94.75%   14,582,987       5.25%       57,959 
               ------------  -------  -----------  ----------  ----------- 
 Resolution 
  9             277,585,975   99.99%       38,663       0.01%       33,699 
               ------------  -------  -----------  ----------  ----------- 
 Resolution 
  10            277,602,001   99.99%       25,192       0.01%       31,144 
               ------------  -------  -----------  ----------  ----------- 
 Resolution 
  11            277,533,236   99.96%      107,658       0.04%       17,443 
               ------------  -------  -----------  ----------  ----------- 
 Resolution 
  12            261,782,773   94.28%   15,869,921       5.72%        5,643 
               ------------  -------  -----------  ----------  ----------- 
 Resolution 
  13            189,616,563   72.89%   70,514,549      27.11%   17,527,225 
               ------------  -------  -----------  ----------  ----------- 
 Resolution 
  14            260,091,731   93.71%   17,457,799       6.29%      108,807 
               ------------  -------  -----------  ----------  ----------- 
 Resolution 
  15            268,323,664   96.65%    9,305,155       3.35%       29,518 
               ------------  -------  -----------  ----------  ----------- 
 

A copy of the full text of Resolutions 12 to 15 will be submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism

LEI: 213800PGBG84J8GM6F95

For further information, please contact:

 
 Civitas Investment Management Limited 
 Paul Bridge            Tel: +44 (0)20 3058 4844 
 
 Panmure Gordon 
 Sapna Shah             Tel: +44 (0)20 7886 2783 
 Tom Scrivens           Tel: +44 (0) 20 7886 2648 
 
 Liberum Capital Limited 
 Chris Clarke           Tel: +44 (0) 20 3100 2000 
 D arren Vickers 
 O wen Matthews 
 
 Buchanan 
 Helen Tarbet / Henry   Tel: +44 (0) 20 7466 5000 
  Wilson 
 Hannah Ratcliff /      civitas@buchanan.uk.com 
  George Beale 
 

Notes:

Civitas Social Housing PLC ("CSH") was created in 2016 by Civitas Investment Management Limited as the first dedicated London listed REIT, to raise long-term, sustainable, institutional capital to invest in care-based social homes across the UK. So far, Civitas has completed more than 120 individual transactions to build the largest portfolio of its kind that has been independently valued at GBP915.6 million (31 March 2021). CSH now provides homes for 4,391 working age adults with long-term care needs, in 648 bespoke properties that are supported by 119 specialist care providers, 16 approved providers and working with over 178 individual local authorities.

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END

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September 23, 2021 02:00 ET (06:00 GMT)

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