TIDMWINV
RNS Number : 3572A
Worsley Investors Limited
22 September 2022
22 September 2022
Worsley Investors Limited
(the "Company")
Result of Annual General Meeting
The Company is pleased to announce that, at the Annual General
Meeting of the Company held at 12 noon today, 22 September 2022,
each of the proposed resolutions were duly passed without
amendment.
Resolutions 1 to 6 were proposed as ordinary resolutions and
resolutions 7 to 8 were proposed as special resolutions. The result
of the voting was as follows:
1. THAT the audited financial statements, the Directors' report
and the Auditors' report for the year ended 31 March 2022 be
received and adopted.
19,413,579 votes were in favour of the resolution ( 100 % of
votes cast) and 0 votes were against (0% of votes cast). 0 votes
were withheld.
2. THAT the Director's Remuneration Report for year ended 31 March 2022 be approved.
19,373,579 votes were in favour of the resolution ( 99.79 % of
votes cast) and 40,000 votes were against (0.21% of votes cast). 0
votes were withheld.
3. THAT Mr William Scott be re-elected as a Director of the Company.
19,413,579 votes were in favour of the resolution ( 100 % of
votes cast) and 0 votes were against (0% of votes cast). 0 votes
were withheld.
4. THAT Mr Blake Nixon be re-elected as a Director of the Company.
19,413,579 votes were in favour of the resolution ( 100 % of
votes cast) and 0 votes were against (0% of votes cast). 0 votes
were withheld.
5. THAT BDO Limited, which has indicated its willingness to
continue in office, be re-appointed as Auditor of the Company to
hold office from the conclusion of the annual general meeting until
the conclusion of the next annual general meeting of the
Company.
19,413,579 votes were in favour of the resolution ( 100 % of
votes cast) and 0 votes were against (0% of votes cast). 0 votes
were withheld.
6. THAT the Directors be authorised to determine the
remuneration of the Auditor for their next period of office.
19,413,579 votes were in favour of the resolution ( 100 % of
votes cast) and 0 votes were against (0% of votes cast). 0 votes
were withheld.
7. THAT the Company be and is hereby generally and
unconditionally authorised in accordance with Section 315 of The
Companies (Guernsey) Law, 2008 (as amended) (the "Law") (subject to
the UK Listing Rules and all other applicable legislation and
regulations) to make market acquisitions (as defined in the Law) of
its ordinary shares of no par value in the capital of the Company
("Ordinary Shares"), provided that:-
a. the maximum number of Ordinary Shares hereby authorised to be
purchased is 14.99 per cent. of the Ordinary Shares in issue
immediately following the passing of this resolution;
b. the minimum price (exclusive of expenses) which may be paid for an Ordinary Share is 1 penny;
c. the maximum price (exclusive of expenses) which may be paid
for an Ordinary Share shall be not more than the higher of (i) 5
per cent. above the average market value for the five business days
prior to the day the purchase is made and (ii) the higher of the
price of the last independent trade and the highest independent bid
at the time of the purchase for any number of the Ordinary Shares
on the trading venues where the purchase is carried out;
d. the authority hereby conferred shall expire at the conclusion
of the next annual general meeting of the Company held in 2023 or
18 months from the date of this resolution, whichever is the
earlier, unless such authority is varied, revoked or renewed prior
to such time;
e. the Company may make a contract to purchase Ordinary Shares
under the authority hereby conferred prior to the expiry of such
authority which will or may be executed wholly or partly after the
expiration of such authority and may make an acquisition of
Ordinary Shares pursuant to any such contract; and
f. any Ordinary Share bought back may be held in treasury in
accordance with the Law or be subsequently cancelled by the
Company.
19,373,579 votes were in favour of the resolution ( 99.79 % of
votes cast) and 40,000 votes were against (0.21% of votes cast). 0
votes were withheld.
8. THAT, in substitution for all existing authorities to
disapply pre-emption rights, the Directors be and are hereby
authorised to sell from treasury equity securities (within the
meaning of the Articles) for cash, as if article 6.2 of the
Articles did not apply to any such sale from treasury, up to an
aggregate amount not exceeding 15 per cent. of the Ordinary Shares
in issue immediately following the passing of this resolution which
may be at the lower of (i) the last published net asset value per
Ordinary Share, or (ii) a price below the last published net asset
value per Ordinary Share but not less than 30 per cent. above the
weighted average price at which the shares were acquired into
treasury, provided that any such sale from treasury must be at a
price which is not more than 5% below the prevailing mid-market
price per Ordinary Share. This authority shall expire at the
conclusion of the next annual general meeting of the Company held
in 2023 unless such authority is renewed, varied or revoked by the
Company, save that the Company may prior to the expiry of such
period make any offer or agreement which would or might require
such shares to be sold from treasury or rights to be granted after
such expiry and the Directors may sell from treasury such shares in
pursuance of any such offer or agreement as if the authority
conferred hereby had not expired.
19,340,061 votes were in favour of the resolution ( 99.62 % of
votes cast) and 73,518 votes were against (0.38% of votes cast). 0
votes were withheld.
For further information, please contact:
Worsley Associates LLP (Investment Advisor)
Blake Nixon
Tel: +44 (0) 203 873 2288
Shore Capital (Financial Adviser and Broker)
Robert Finlay / Anita Ghanekar
Tel: +44 (0) 20 76016100
Sanne Fund Services (Guernsey) Limited (Administrator and
Secretary)
Chris Bougourd / Katrina Rowe
Tel: +44 (0) 1481 737600
LEI: 213800AF85VEZMDMF931
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END
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