Result of AGM

RNS Number : 9711H

Worsley Investors Limited

08 December 2020

 

8 December 2020

Worsley Investors Limited

(the "Company")

Result of Annual General Meeting

The Company is pleased to announce that, at the Annual General Meeting of the Company held at 2.00pm today, 8 December 2020, each of the proposed resolutions were duly passed without amendment.

Resolutions 1 to 6 were proposed as ordinary resolutions and resolutions 7 to 9 were proposed as special resolutions. The result of the voting was as follows:

1.  THAT the audited financial statements, the Directors' report and the Auditors' report for the year ended 30 June 2020 be received and adopted.

19,013,009 votes were in favour of the resolution (100% of votes cast) and 0 votes were against (0% of votes cast). 1,820 votes were withheld.

2.  THAT the Director's Remuneration Report for the year ended 30 June 2020 be approved.

18,978,293 votes were in favour of the resolution (99.82% of votes cast) and 34,716 votes were against (0.18% of votes cast). 1,820 votes were withheld.

3.  THAT Mr William Scott be re-elected as a Director of the Company.

19,013,009 votes were in favour of the resolution (100% of votes cast) and 0 votes were against (0% of votes cast). 1,820 votes were withheld.

4.  THAT Mr Blake Nixon be re-elected as a Director of the Company.

19,013,009 votes were in favour of the resolution (100% of votes cast) and 0 votes were against (0% of votes cast). 1,820 votes were withheld.

5.  THAT BDO Limited, who have indicated their willingness to continue in office, be re-appointed as Auditors of the Company to hold office from the conclusion of the annual general meeting until the conclusion of the next annual general meeting of the Company.

19,013,009 votes were in favour of the resolution (100% of votes cast) and 0 votes were against (0% of votes cast). 1,820 votes were withheld.

6.  THAT the Directors be authorised to determine the remuneration of the Auditors for their next period of office.

19,013,009 votes were in favour of the resolution (100% of votes cast) and 0 votes were against (0% of votes cast). 1,820 votes were withheld.

7.  THAT the Company be and is hereby generally and unconditionally authorised in accordance with Section 315 of The Companies (Guernsey) Law, 2008 (as amended) (the "Law") (subject to the UK Listing Rules and all other applicable legislation and regulations) to make market acquisitions (as defined in the Law) of its ordinary shares of no par value in the capital of the Company ("Ordinary Shares"), provided that:-

a.  the maximum number of Ordinary Shares hereby authorised to be purchased is 3,374,092 shares (being 10 per cent. of the Ordinary Shares in issue immediately following the passing of this resolution);

b.  the minimum price (exclusive of expenses) which may be paid for an Ordinary Share is 1 pence;

c.  the maximum price (exclusive of expenses) which may be paid for an Ordinary Share shall be not more than the higher of (i) 5 per cent. above the average market value for the five business days prior to the day the purchase is made and (ii) the higher of the price of the last independent trade and the highest independent bid at the time of the purchase for any number of the Ordinary Shares on the trading venues where the purchase is carried out;

d.  the authority hereby conferred shall expire at the conclusion of the next annual general meeting of the Company held in 2021 or 18 months from the date of this resolution, whichever is the earlier, unless such authority is varied, revoked or renewed prior to such time;

e.  the Company may make a contract to purchase Ordinary Shares under the authority hereby conferred prior to the expiry of such authority which will or may be executed wholly or partly after the expiration of such authority and may make an acquisition of Ordinary Shares pursuant to any such contract; and

f.  any Ordinary Share bought back may be held in treasury in accordance with the Law or be subsequently cancelled by the Company.

19,000,931 votes were in favour of the resolution (99.94% of votes cast) and 12,078 votes were against (0.06% of votes cast). 1,820 votes were withheld.

8.  THAT in substitution for all existing authorities to disapply pre-emption rights, the Directors be and are hereby authorised to sell from treasury equity securities (within the meaning of the Articles) for cash, as if article 7A(2) of the Articles did not apply to any such sale from treasury, up to an aggregate amount not exceeding 10 per cent. of the Ordinary Shares in issue immediately following the passing of this resolution (being 3,374,092 shares) which may be at the lower of (i) the last published net asset value per Ordinary Share, or (ii) a price below the last published net asset value per Ordinary Share but not less than 30 per cent. above the weighted average price at which the shares were acquired into treasury, provided that any such sale from treasury must be at a price which is not more than 5% below the prevailing mid-market price per Ordinary Share. This authority shall expire at the conclusion of the next annual general meeting of the Company held in 2021 unless such authority is renewed, varied or revoked by the Company, save that the Company may prior to the expiry of such period make any offer or agreement which would or might require such shares to be sold from treasury or rights to be granted after such expiry and the Directors may sell from treasury such shares in pursuance of any such offer or agreement as if the authority conferred hereby had not expired .

19,000,931 votes were in favour of the resolution (99.94% of votes cast) and 12,078 votes were against (0.06% of votes cast). 1,820 votes were withheld.

9.  THAT the Articles of Incorporation of the Company be amended by deleting the existing article 113 in its entirety and substituting such article with the following:

"113  A Director in communication with one or more other Directors so that each Director participating in the communication can hear or read what is said or communicated by each of the others, is deemed to be present at a meeting with the other Directors so participating and, where a quorum is present, such meeting shall be treated as a validly held meeting of the Board and shall be deemed to have been held in the place where the chairman is present".

19,000,931 votes were in favour of the resolution (99.94% of votes cast) and 12,078 votes were against (0.06% of votes cast). 1,820 votes were withheld.

For further information, please contact:

Worsley Associates LLP (Investment Advisor)

Blake Nixon
Tel:   [phone]

Shore Capital (Financial Adviser and Broker)

Robert Finlay / Anita Ghanekar / Hugo Masefield
Tel:  [phone]

Praxis Fund Services Limited (Administrator and Secretary)

Matt Falla / Katrina Rowe

Tel:  [phone]

LEI: 213800AF85VEZMDMF931

 

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