Result of AGM and GM
Downing Strategic Micro-Cap Investment Trust
plcLEI:
213800QMYPUW4POFFX69Results
of Annual General Meeting and General
Meeting6 July
2023
Annual General MeetingThe
Board of Downing Strategic Micro-Cap Investment Trust plc is
pleased to announce the results of the Annual General Meeting, held
at 12:00 pm on 6 July 2023, at which all resolutions were
passed.
Details of the proxy votes in respect of the
resolutions passed at the Annual General Meeting received as at
12:00pm on 4 July 2023, 48 hours before the time of the meeting
(excluding weekends), by Computershare are set out below:
|
|
For |
Against |
Discretion |
Res |
Description |
Votes |
% Votes Cast |
Votes |
% Votes Cast |
Votes |
% Votes Cast |
1 |
REPORT AND STATEMENTS |
16,961,644 |
99.60 |
22,010 |
0.13 |
46,835 |
0.27 |
2 |
REMUNERATION REPORT |
16,895,317 |
99.27 |
77,344 |
0.45 |
46,835 |
0.28 |
3 |
RE-ELECT ROBERT LEGGET |
16,912,883 |
99.35 |
64,278 |
0.38 |
46,835 |
0.27 |
4 |
RE-ELECT WILLIAM DAWKINS |
16,917,883 |
99.38 |
59,278 |
0.35 |
46,835 |
0.27 |
5 |
RE-APPOINT BDO LLP |
16,938,124 |
99.46 |
45,530 |
0.27 |
46,835 |
0.27 |
6 |
AUDITORS REMUNERATION |
16,951,269 |
99.53 |
32,385 |
0.19 |
46,835 |
0.28 |
7 |
ALLOT SHARES |
16,916,504 |
99.33 |
67,150 |
0.39 |
46,835 |
0.28 |
8 |
PRE-EMPTIONS RIGHTS |
16,715,851 |
98.16 |
266,603 |
1.57 |
46,835 |
0.27 |
9 |
MAKE MARKET PURCHASES |
16,933,405 |
99.43 |
50,249 |
0.30 |
46,835 |
0.27 |
General
MeetingThe Board is also pleased to announce that, at the
general meeting of the Company held earlier today, the special
resolution (the "Resolution") relating to (i) the
making of certain off-market purchases by the Company of its own
shares, (ii) the waiver and release of certain claims which the
Company has or may have against its past and present directors and
approval thereof as a related party transaction as required by the
FCA's Listing Rules, and (iii) the ratification of the issue of
shares by the Company on its launch in May 2017, all as detailed in
the circular to shareholders dated 9 June 2023 (the
"Circular"), was duly passed by Shareholders.
Terms used but not defined in this announcement
shall have the meaning given to them in the Circular unless the
context otherwise requires.
Details of the number of proxy votes cast for,
against and withheld in respect of the Resolution, which was voted
on by way of a poll, are set out below and will also be published
on the Company's website.
|
For |
Against |
Description |
Votes |
% Votes Cast |
Votes |
% Votes Cast |
That: a) the Company be and is hereby authorised to appropriate the
relevant distributable profits of the Company to the payment of
each of the Ordinary Share Buy-backs;b) the Company be and is
hereby authorised to enter into the Directors' Deeds of Release;c)
the Company be and is hereby authorised to enter into the Buy-back
Deeds;d) the Company's entry into the Directors' Deed of Release be
and is hereby approved as a related party transaction for the
purposes of the FCA's Listing Rules; ande) the Relevant Share Issue
is hereby ratified, confirmed and adopted. |
16,979,228 |
99.81 |
31,749 |
0.19 |
The full text of the Resolution can be found in
the Notice contained in the Circular.
Related Party TransactionThe
Board also announces that, following the passing of the Resolution
and in accordance with the terms of the Circular, the Company has
today entered into the Directors' Deed of Release. The entry by the
Company into the Directors’ Deed of Release and consequential
waiver of any rights of the Company to make claims against past and
present directors in respect of the Relevant Share Buy‐backs and
the Relevant Share Issue constitutes a related party transaction
under the Listing Rules. This is because Hugh Aldous, Linda Bell,
William Dawkins and Robert Legget are considered related parties of
the Company under the Listing Rules, being persons who are
directors of the Company and who will be beneficiaries under, and
are therefore interested in, the Directors’ Deed of Release.
Resolutions available for
inspectionIn accordance with
Listing Rule 9.6.2R, a copy of the resolutions passed at the Annual
General Meeting and the General Meeting will be submitted to the
National Storage Mechanism and will shortly be available for
viewing at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
Enquiries:
Hugh Aldous |
Grant
Whitehouse |
Chairman |
Company
Secretary |
020 7416
7780 |
020 7630 4333 |
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