Result of AGM

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 For	% For	Votes Against	% Against	Votes 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: [phone]
Panmure Gordon
Sapna Shah	Tel: [phone]
Tom Scrivens	Tel: [phone]
Liberum Capital Limited
Chris Clarke	Tel: [phone]
D arren Vickers
O wen Matthews
Buchanan
Helen Tarbet / Henry Wilson	Tel: [phone]
Hannah Ratcliff / George Beale	[e-mail]

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 £915.6 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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