Results of AGM

Syncona Limited

Result of Annual General Meeting

31 July 2018

At the Annual General Meeting (“AGM”) of the Company held today, all Resolutions as set out in the Notice of AGM dated 27 June 2018 sent to shareholders of the Company (the “Notice”) were duly passed.

Resolutions 1 to 13 were proposed as ordinary resolutions.  Only shareholders who were “Independent Shareholders” as such term is defined in the Notice were entitled to vote on Resolution 13.  Resolution 14 was proposed as a Special Resolution and Resolution 15 was proposed as an Extraordinary Resolution.

Details of the proxy voting results which should be read alongside the Notice are noted below:

No	Resolution	For	Against	Abstain	Discretion
1	Receive the Annual Report and Financial Statements	386,569,184	9,880,090	0	34,183
2	Re-appoint Deloitte as Auditors	396,185,203	0	264,071	34,183
3	Authorise the Directors to determine the remuneration of the Auditors	396,449,275	0	0	34,183
4	Re-elect Jeremy Tigue as a Director.	380,124,994	16,314,011	10,269	34,183
5	Re-elect Thomas Henderson as a Director.	395,785,640	653,366	10,269	34,183
6	Elect Rob Hutchinson as a Director.	396,439,006	0	10,269	34,183
7	Re-elect Nigel Keen as a Director.	395,724,119	723,714	1,441	34,183
8	Re-elect Nicholas Moss as a Director.	396,439,006	0	10,269	34,183
9	Elect Gian Piero Reverberi as a Director	396,447,834	0	1,441	34,183
10	Re-elect Ellen Strahlman as a Director.	396,442,834	5,000	1,441	34,183
11	Approve the directors' remuneration report.	394,182,678	2,265,155	1,441	34,183
12	Authority to allot shares.	396,439,006	0	10,269	34,183
13	Waiver of Rule 9 obligation on Wellcome Ventures in relation to buyback authority.	101,278,174	48,375,483	246,806,291	23,510
14	Authorise the company to purchase its own shares.	396,440,447	10,673	8,828	23,510
15	Disapply pre-emption rights.	378,506,205	20,266	17,922,804	34,183

Note - A vote to abstain is not a vote in law and has not been counted in the votes for and against a resolution.

Although Resolution 13 (to approve the waiver of the Rule 9 obligation on Wellcome Ventures in relation to the Company’s buyback authority) was passed with the requisite majority, 32.3% of the votes were cast against.  In addition, after taking account of the 243,461,685 shares held by Wellcome Ventures (who are not Independent Shareholders and so are not permitted to vote on Resolution 13), shares held by Independent Shareholders equivalent to 2.2% of the votes cast were withheld from Resolution 13.

As noted in the Annual Report, the Board engaged with shareholders and shareholder advisers following the 2017 Annual General Meeting, when the corresponding resolution was also opposed by 22% of those voting on it.  The Board recognises the “creeping control” concerns of shareholders arising from the waiver of a Rule 9 obligation.  However, in accordance with the relationship agreement with Wellcome Ventures entered into as part of the transaction approved by shareholders in December 2016, the Company can only use a buyback authority if it either has a Rule 9 waiver in place or purchases are made in a way that does not increase Wellcome Ventures’ interest in the Company.  The Board believes it is in the interests of shareholders that the Company has flexibility in how it uses the buyback authority and that it is not dependent on Wellcome Ventures choosing to sell shares.  In reaching that view, the Board took account of the possibility that Wellcome Ventures’ interest in the Company could increase to a maximum of 43.4%.  The Board will continue to engage with shareholders to understand and consider any ways to address their concerns regarding the Rule 9 waiver, but acknowledges that it may not be able to find a solution that satisfies all shareholders.

In accordance with the Listing Rule 9.6.2, a copy of all the resolutions passed other than resolutions concerning ordinary business have been submitted to the UK Listing Authority via the National Storage Mechanism and will shortly be available for inspection at www.hemscott.com/nsm.do.

The full text of the resolutions can be found in the Notice of Annual General Meeting, which is available on the Company's website at www.synconaltd.com.

[ENDS]

Enquiries

Syncona Ltd
Annabel Clay
Tel: [phone]
 

Northern Trust International Fund Administration Services (Guernsey) Limited
Company Secretary
Tel: [phone]

Copies of this press release and other corporate information can be found on the company website at: www.synconaltd.com  

About Syncona:

Syncona is a leading FTSE250 healthcare company focused on investing in and building global leaders in life science. Our vision is to deliver transformational treatments to patients in truly innovative areas of healthcare while generating superior returns for shareholders.

We seek to partner with the best, brightest and most ambitious minds in science to build globally competitive businesses.

We take a long-term view, underpinned by a deep pool of capital, and are established leaders in the development of genetic medicine, particularly gene and cell therapy. We focus on delivering dramatic efficacy for patients in areas of high unmet need.