Annual General Meeting held on 25 January 2023

RNS Number : 8770N

Lowland Investment Co PLC

25 January 2023

 

JANUS HENDERSON FUND MANAGEMENT UK LIMITED

LOWLAND INVESTMENT COMPANY PLC

LEGAL ENTITY IDENTIFIER: 2138008RHG5363FEHV19

25 January 2023

LOWLAND INVESTMENT COMPANY PLC

Annual General Meeting held on 25 January 2023

Lowland Investment Company plc announces that at the Annual General Meeting held earlier today all resolutions proposed were duly passed on a show of hands. This included four Special Resolutions authorising:

-  up to 10% of the share capital to be issued or sold out of treasury without first

offering them to existing shareholders in accordance with statutory

pre-emption procedures;

-  market purchases of the Company's ordinary shares up to a maximum of 14.99% of the issued ordinary share capital (equivalent to £1,012,520 nominal value of ordinary shares as at today's date) at the maximum price per share (exclusive of expenses) not exceeding the higher of:

i)  105% of the average middle market quotations for the five business days preceding the date of purchase; and

ii)  the higher of the last independent bid and the highest current independent bid on the London Stock Exchange; and 

-  that a General Meeting other than an Annual General Meeting may be called on not less than 14 clear days' notice; and

-  that the Board be permitted to convene a General Meeting via electronic or hybrid means.

The full text of all the resolutions can be found in the Notice of Meeting, copies of which are available for viewing at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism

Proxy votes submitted were as follows:

Resolutions	Votes for (including at Chairman's discretion)	%	Votes against	%	Total votes cast	Votes cast (excluding votes withheld) as a percentage of total voting rights	Votes withheld
1.  Annual Report and audited financial statements	66,254,377	99.88	82,845	0.12	66,388,001	24.57	65,967
2.  Directors' Remuneration Policy	65,803,290	99.52	318,581	0.48	66,172,650	24.49	281,318
3.  Directors' Remuneration Report	65,761,106	99.38	409,723	0.62	66,221,608	24.51	232,360
4.  Approve a final dividend of 1.525p per share	66,336,985	99.98	10,326	0.02	66,398,090	24.57	55,878
5.  To re-elect Robert Robertson as a Director	59,249,782	89.43	7,002,378	10.56	66,302,939	24.54	151,029
6.  To re-elect Duncan Budge as a Director	64,464,455	97.32	1,777,705	2.68	66,292,939	24.54	161,029
7.  To re-elect Susan Gaynor Coley as a Director	64,497,404	97.32	1,776,622	2.68	66,324,805	24.55	129,163
8.  To re-elect Helena Vinnicombe as a Director	64,526,724	97.35	1,757,302	2.65	66,334,805	24.55	119,163
9.  To elect Thomas Walker as a Director	64,464,455	97.32	1,777,705	2.68	66,292,939	24.54	161,029
10. Re-appoint Ernst & Young LLP as statutory auditor	65,801,899	99.28	478,997	0.72	66,331,675	24.55	88,513
11. Authorise Directors to determine the remuneration of the statutory Auditor	66,150,607	99.83	111,574	0.17	66,312,960	24.54	141,008
12. Authority to allot relevant securities	65,869,501	99.59	270,204	0.41	66,190,484	24.50	263,484
13. Authority to disapply pre-emption rights*	65,459,685	99.08	605,341	0.92	66,115,805	24.47	338,163
14. Authority to repurchase ordinary shares*	66,031,165	99.63	245,576	0.37	66,327,520	24.55	126,448
15. 14 days' notice for a General Meeting*	65,601,134	98.94	704,107	1.06	66,356,020	24.56	97,948
16. Convene a General Meeting via electronic or hybrid means*	65,332,239	98.81	784,898	1.19	66,167,916	24.49	286,052

* special resolution

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 close of business on 23 January 2023 (270,185,650), being the time at which a shareholder had to be registered in the Register of Members in order to vote at the Annual General Meeting. A vote "withheld" is not a vote in law and has not been counted as a vote "for" or "against" a resolution.

The number of ordinary shares in issue at the date of this announcement is 270,018,565, and no shares are held in treasury. As at the date of this announcement the Company's total voting rights therefore comprises 270,185,650 shares with one vote each.

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

www.lowlandinvestment.com

A copy of the special business resolutions will be submitted to the National Storage Mechanism ("NSM") and will shortly be available for inspection on the NSM's website at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism .

The Company announces that it has authority to repurchase a maximum of 40,500,820 of its ordinary shares (being its outstanding shareholder authority). Such authority lasts until the next shareholder authority granted, or where expressly revoked by shareholders.

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.

For further information please contact:

Harriet Hall

PR Manager, Janus Henderson Investors

Telephone: [phone]

Helena Harvey

For and on behalf of Janus Henderson Secretarial Services UK Limited

Lowland Investment Company plc

Tel: [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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