Result of AGM and Statement regarding Dividends

RNS Number : 4142R

Globalworth Real Estate Inv Ltd

29 June 2020

 

The information communicated within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. Upon the publication of this announcement, this information is considered to be in the public domain.

29 June 2020

Globalworth Real Estate Investments Limited

("Globalworth" or the "Company")

Results of Annual General Meeting and Statement regarding Dividends

Results of Annual General Meeting  

The Board of Directors of the Company is pleased to announce that, at the annual general meeting of the Company held on Monday 29 June 2020, all the resolutions relating to both the ordinary business and the special business were duly passed by shareholders.  Votes were as follows:  

1.  IT WAS RESOLVED that the Company's annual report and audited financial statements for the year ended 31 December 2019, together with the directors' and auditor's reports thereon, be received and adopted.

(198,265,962 votes cast, all in favour, none against and none withheld).

2.  IT WAS RESOLVED that Ernst & Young Cyprus Limited be re-appointed as auditor of the Company.

(198,265,962 votes cast, all in favour, none against and none withheld).

3.  IT WAS RESOLVED that the Directors be authorised to agree the auditor's remuneration.

( 198,265,962 votes cast, all in favour, none against and none withheld).

4.  IT WAS RESOLVED that Mr Geoffrey Miller be re-appointed as a director.

( 198,265,962 votes cast, 197,191,150 in favour, 250,792 against and 824,020 withheld).

5.  IT WAS RESOLVED that John Whittle be re-appointed as a director.

  ( 198,265,962 votes cast, 197,191,150 in favour, 1,074,812 against and none withheld).

6.  IT WAS RESOLVED that Ms Andreea Petreanu be re-appointed as a director.

(198,265,962 votes cast, all in favour, none against and none withheld).

7.  IT WAS RESOLVED that Mr David Maimon be re-appointed as a director.

(198,265,962 votes cast, 198,015,170 in favour, 250,792 against and none withheld).

8.  IT WAS RESOLVED that in replacement of all previous authorities, the Company be authorised, in accordance with section 315(1)(a) of The Companies (Guernsey) Law, 2008, as amended (the "Law"), to make market acquisitions (within the meaning of section 316 of the Law) of ordinary shares in the capital of the Company on the terms set out in the notice of the AGM.

(198,265,962 votes cast, all in favour, none against and none withheld).

9.  IT WAS RESOLVED that the Directors be authorised to exercise an Acquisition Share Authority in respect of 16,646,321 Shares on the terms set out in the notice of the AGM.

(198,265,962 votes cast, 185,911,184 in favour, 12,354,778 against and none withheld).

10.  IT WAS RESOLVED that the Directors be authorised to issue up to 147,967,299 Shares on the terms set out in the notice of the AGM.

(198,265,962 votes cast, 183,612,597 in favour, 14,653,365 against and none withheld).

11.  IT WAS RESOLVED that the provisions relating to pre-emption rights enshrined in Article 5 of the Articles be disapplied in respect of up to 16,646,321 Shares, provided that this authority shall be limited by the terms set out in the notice of the AGM.

(198,265,962 votes cast, 185,911,184 in favour, 12,354,778 against and none withheld).

Statement regarding Dividends

The Board would like to clarify its, and the Company's, position regarding dividends.

Introduction

As explained in more detail in our announcement on 23 April 2020, in light of the ongoing uncertainties surrounding the Covid-19 pandemic, we have been implementing many significant measures with the aim of preserving cash flow and protecting our income and assets.  One such measure that the Board has considered and would be in favour of implementing is the suspension of, or material reduction in, the interim dividend payment for 2020.

The Dividend Policy

The Dividend Policy of the Company is enshrined in the Company's articles of incorporation (the "Articles") of the Company, which were adopted in December 2016. Pursuant to the Dividend Policy, as set out in the Articles, the Company is required to pay out on a semi-annual basis not less than ninety (90) per cent. of the Company's FFO (being its free funds from operations) as dividends. As the Articles are effectively a contract between the Company and its shareholders, there is no scope for the Board to amend or override the Dividend Policy, and any such amendment could only be made following a special resolution of shareholders to change the Articles requiring a super-majority of 75%. Having consulted with our major shareholders, it is clear to the Board that such a change to the Articles would not be supported by a sufficient majority  of shareholders.  The Board will continue to discuss the matter with the major shareholders of the Company and further updates will be provided in due course.

Clarification of declaration and payment dates

Notwithstanding that the Dividend Policy cannot therefore be amended without the required support from at least 75% of the Company's shareholders, the Board would like to clarify two points regarding the declaration and payment of dividends and confirms that both of these points are in accordance with the historic conduct of the Company in relation to dividends: firstly the Board interprets the language in the Dividend Policy to pay dividends on a "semi-annual basis" to mean that dividends will be payable every six months, i.e. the next dividend will be paid approximately six months after the previous dividend.  Secondly, and notwithstanding the language of the Articles, the Company will continue to declare dividends at the approximate six month intervals of July/August and January/February. The latter will also provide the Company with confidence as to the expected results for the financial period in respect of which the dividend is to be declared which will assist with the cash flow management of the Company (particularly given the uncertainty currently caused by the impact of the COVID-19 pandemic). Finally, payments will continue to be made within 30 business days of the Record Date as set out in the LSE's Dividend Procedure Timetable (as amended from time to time).

For further information visit www.globalworth.com or contact: 

Enquiries 

Stamatis Sapkas Deputy Chief Investment Officer	Tel: + [phone]
Jefferies (Joint Broker) Stuart Klein	Tel: [phone]
Panmure Gordon (Nominated Adviser and Joint Broker) Alina Vaskina	Tel: [phone]

About Globalworth / Note to Editors:

Globalworth is a listed real estate company active in Central and Eastern Europe, quoted on the AIM-segment of the London Stock Exchange. It has become the pre-eminent office investor in the CEE real estate market through its market-leading positions both in Romania and in Poland. Globalworth acquires, develops and directly manages high-quality office and logistics/light-industrial real estate assets in prime locations, generating rental income from high quality tenants from around the globe. Managed by c.240 professionals across Cyprus, Guernsey, Romania and Poland, the combined value of its portfolio is €3.04 billion, as at 31 December 2019. Approximately 93.4% of the portfolio is in income-producing assets, predominately in the office sector, and leased to a diversified array of over 715 national and multinational corporates. In Poland Globalworth is present in Warsaw, Wroclaw, Lodz, Krakow, Gdansk and Katowice, while in Romania its assets span in Bucharest, Timisoara, Constanta and Pitesti. For more information, please visit www.globalworth.com and follow us on Facebook, Instagram and LinkedIn.

IMPORTANT NOTICE: This announcement has been prepared for the purposes of complying with the applicable laws and regulations of the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside of the United Kingdom. This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "targets", "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward looking statements include all matters that are not historical facts and involve predictions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the Company's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's business, results of operations, financial position, liquidity, prospects, growth or strategies and the industry in which it operates. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance. Save as required by law or regulation, the Company disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements in this announcement that may occur due to any change in its expectations or to reflect events or circumstances after the date of this announcement.

 

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