Result of AGM

RNS Number : 7640I

Intl. Biotechnology Trust PLC

15 December 2020

 

International Biotechnology Trust plc (the Company)

Announcement of Results of Annual General Meeting (AGM)

The Company gives notice that all resolutions proposed in the Notice of the Meeting were duly passed at the AGM held today. Voting was held via poll and the results are as follows:

	FOR (inc. Discretionary)		AGAINST		TOTAL (For & Against)	WITHHELD*
Resolution	Votes Cast	%	Votes Cast	%	Votes Cast	Votes Cast
Ordinary Resolutions
1 - Report and Accounts	10,562,772	100.00%	0	0.00%	10,562,772	2,523
2 - Remuneration Policy	10,102,858	95.91%	430,305	4.09%	10,533,163	32,132
3 - Remuneration Report	10,506,494	99.77%	24,375	0.23%	10,530,869	34,426
4 - Dividend Policy	10,549,085	99.94%	6,263	0.06%	10,555,348	9,947
5 - Dr Véronique Bouchet	9,160,083	86.78%	1,396,032	13.22%	10,556,115	9,179
6 - Miss Kate Cornish-Bowden	10,545,760	99.87%	13,672	0.13%	10,559,432	5,863
7 - Mrs Caroline Gulliver	10,504,427	99.59%	43,306	0.41%	10,547,733	17,562
8 - Mr Jim Horsburgh	10,539,775	99.92%	7,957	0.08%	10,547,732	17,562
9 - Mr Patrick Magee	10,550,208	99.91%	9,224	0.09%	10,559,432	5,863
10 - Auditors	9,272,741	87.94%	1,271,723	12.06%	10,544,464	20,830
11 - Auditors' remuneration	10,543,438	99.97%	3,352	0.03%	10,546,790	18,505
12 - Allot Securities	10,541,971	99.92%	8,416	0.08%	10,550,387	14,908
13 - Allot Securities (additional)	10,492,190	99.46%	56,657	0.54%	10,548,847	16,448
Special Resolutions
14 - Disapplication of pre-emption rights	10,499,790	99.64%	37,540	0.36%	10,537,330	27,965
15 - Disapplication of pre-emption rights (additional)	8,144,318	77.28%	2,394,389	22.72%	10,538,707	26,587
16 - Market purchases	10,538,211	99.89%	11,810	0.11%	10,550,021	15,274
17 - 14 clear days' notice	10,526,276	99.65%	36,861	0.35%	10,563,137	2,158

* Votes withheld are not a vote in law and are therefore not counted in the calculation of the percentages of the votes cast for and against a resolution.

The Board confirms that there was a significant proportion of proxy votes cast against resolution 15 (22.72%). The Board is aware that when combined the authorities sought under resolutions 14 and 15 to dis-apply statutory pre-emption rights amount to 20% of the Company's issued Ordinary Share capital which is higher than the level recommended by best practice in accordance with The Investment Association Share Capital Management Guidelines and the Pre-emption Group's Statement of Principles on Dis-applying Pre-emption Rights. However, the Board notes that the Prospectus Regulation allows for issuance for up to 20% of the Company's issued Ordinary Share capital without the need for a prospectus and therefore believes that the increased authority is justified and it would be in the best interest of Shareholders to provide the extra flexibility to issue further shares. The increased authority would avoid the additional delay and expense of a further Shareholder resolution, which would be required, in the event that the initial 10% authority is granted and exhausted.

Issuance is led by market demand and the Company's issuance strategy is to ensure that Shareholders are not forced to pay an excessive premium. New shares are issued at a small premium to NAV per share to ensure there is no asset dilution for our existing Shareholders. The increased size of the Company should improve liquidity and spread the operating costs across a greater number of Shareholders.

We are aware Institutional Shareholder Services, Inc had recommended Shareholders oppose the resolution given it is higher than the recommended level set by the Investment Association Share Capital Management Guidelines and the Pre-emption Group's Statement of Principles on Dis-applying Pre-emption Rights. However, we note that ISS has published updates to its UK proxy voting guidelines for 2021, aligning its policy with the position set out in the Pre-Emption Group guidelines such that the current 10% limit for dis-applying pre-emption rights when shares are to be issued at a premium has been removed. The Board will consider the level of authority to be sought at next years AGM in light of prevailing ISS and other governance guidance and will offer a meeting with those larger Shareholders who voted against.

A copy of all resolutions passed as special resolutions has been submitted to the National Storage Mechanism and will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism .

Gemma Metson

BNP Paribas Secretarial Services Limited

Company Secretary

Telephone: [phone]

15 DECEMBER 2020 

 

END

 

 

RAGFFEFMIESSEIE