Result of AGM

RNS Number : 3441S

Henderson Opportunities Trust PLC

08 March 2023

 

JANUS HENDERSON FUND MANAGEMENT UK LIMITED

HENDERSON OPPORTUNITIES TRUST PLC

LEGAL ENTITY IDENTIFIER: 2138005D884NPGHFQS77

8 March 2023

HENDERSON OPPORTUNITIES TRUST PLC

Annual General Meeting held on Wednesday 8 March 2023

Henderson Opportunities Trust plc announces that at the Annual General Meeting held earlier today all resolutions proposed were duly passed on a poll, including the following resolutions:

As Ordinary Resolutions:

-  That the Company continue as an Investment Trust;

-  To authorise the Directors to allot up to 10% of the issued ordinary share capital;

As Special Resolutions:

-  To authorise the Directors to allot or to sell from treasury up to 10% of the issued ordinary share capital without first offering them to existing shareholders in accordance with statutory pre-emption procedures;

-  To authorise the Company to make market purchases of up to 14.99% of the Company's ordinary share capital (excluding treasury shares); and

-  To authorise the Company to hold general meetings other than an Annual General Meeting on not less than 14 clear days' notice.

The full text of all the resolutions can be found in the Notice of Meeting which is available on the National Storage Mechanism ("NSM") website.  A copy of the special business resolutions will be submitted to the NSM and will shortly be available for inspection on the NSM website at:

https://data.fca.org.uk/#/nsm/nationalstoragemechanism

The poll results received in relation to each resolution were as follows:

	Resolution	Votes for (including at Chairman's discretion)	%	Votes Against	%	Total Votes Cast (excluding votes withheld)	Total Votes Cast (excluding votes withheld) as a percentage of total voting rights	Votes Withheld
1	Annual Report and audited financial statements	2,058,993	99.81	4,022	0.19	2,063,015	26.12	18,672
2	Directors' Remuneration Policy	2,032,720	99.34	13,506	0.66	2,046,226	25.91	35,461
3	Directors' Remuneration Report	2,036,179	99.34	13,506	0.66	2,049,685	25.95	32,002
4	Approve a final dividend of 13.0p per share	2,059,232	99.79	4,382	0.21	2,063,614	26.13	18,073
5	To re-appoint Wendy Colquhoun as a Director	1,775,261	99.80	3,641	0.20	1,778,902	22.52	302,785
6	To re-appoint Davina Curling as a Director	1,775,349	99.81	3,416	0.19	1,778,765	22.52	302,922
7	To re-appoint Frances Daley as a Director	1,775,061	99.8	3,641	0.20	1,778,702	22.52	302,985
8	To re-appoint Harry Morgan as a Director	1,775,486	99.80	3,524	0.20	1,779,010	22.52	302,677
9	Re-appoint BDO LLP as statutory auditors	2,053,078	99.79	4,340	0.21	2,057,418	26.05	24,269
10	Authorise Directors to determine the remuneration of the statutory auditor	2,058,893	99.78	4,530	0.22	2,063,423	26.12	18,264
11	Continuation as an Investment Trust	1,590,323	75.82	507,116	24.18	2,097,439	26.56	5,098
12	Authority to allot relevant securities	1,601,767	78.07	449,907	21.93	2,051,674	25.98	30,013
13	Authority to disapply pre-emption rights *	1,572,119	77.28	462,138	22.72	2,034,257	25.76	47,430
14	Authority to repurchase ordinary shares *	2,048,779	99.55	9,238	0.45	2,058,017	26.06	23,670
15	14 days' notice for a General Meeting *	2,059,255	99.79	4,388	0.21	2,063,643	26.13	18,044

* Special resolution

While the Board is pleased to see the 75.82% support for the continuation of the Company from the shareholders who voted, it acknowledges the proportion of the vote against resolution 11.  The Board also notes that only 26.56% of total voting rights were cast (excluding votes withheld) in relation to this resolution.

The Board also acknowledges that whilst resolutions 12 and 13 were passed votes against of 21.93% and 22.72% respectively were received.

The Board, together with its advisers and the Investment Manager, will now assess the votes cast and engage with shareholders, as appropriate, to determine whether any further action is required.  In line with the UK Corporate Governance Code, we will provide an update within 6 months of the AGM.

The number of ordinary shares in issue at the date of this announcement is 8,000,858, of which 102,483 ordinary shares are held in treasury.  As at the date of this announcement the Company's total voting rights therefore comprises 7,898,375 shares with one vote each.

For the purposes of section 341 of the Companies Act 2006, the votes validly cast are expressed in the table above as a percentage of the Company's total voting rights as at the close of business on 8 March 2023 (7,898,375), being the time at which a shareholder had to be registered in the register of members in order to attend and vote at the AGM.  A vote "withheld" is not a vote in law and has not been counted as a vote "for" or "against" a resolution.

The Company instructs J.P. Morgan Securities plc to act as its broker in respect of its market purchase transactions. The Company may utilise the authority to purchase shares by either a single purchase or a series of purchases when market conditions allow when they are trading at a discount to the underlying net asset value per share, with the aim of maximising the benefit to shareholders. This proposal does not indicate that the Company will purchase shares at any particular time or price, nor imply any opinion on the part of the Directors as to the market or other value of the Company's shares.  This arrangement is in accordance with Chapter 12 of the Financial Conduct Authority's Listing Rules and the Company's general authority to repurchase shares.

A copy of the poll results will shortly be available on the Company's website at:

www.hendersonopportunitiestrust.com

For further information, please contact:

James Henderson Fund Manager Henderson Opportunities Trust plc Telephone: [phone]		Harriet Hall Investment Trust PR Manager Janus Henderson Investors Telephone: [phone]
Dan Howe Head of Investment Trusts Janus Henderson Investors Telephone: [phone]

Neither the contents of the Company's website nor the contents of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement.

 

END

 

 

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