Result of AGM

Edinburgh Worldwide Inv Trust PLC

14 February 2025

 

Edinburgh Worldwide Investment Trust plc

Legal Entity Identifier: 213800JUA8RKIDDLH380

Result of Annual General Meeting

Edinburgh Worldwide Investment Trust plc ("the Company") held its Annual General Meeting ("AGM") today. All ordinary resolutions put to the meeting have been passed by shareholders, including the re-election of the Board of Directors ("Board").

One special resolution did not pass, which required 75% shareholder approval. This was a special resolution related to the disapplication of pre-emption rights on the issue of new shares. A second special resolution to renew the Company's share buyback programme was approved.

A Requisitioned General Meeting ("RGM") requested by Saba Capital took place immediately prior to the AGM. 63.8% of shares voted against Saba's proposals in the RGM. Excluding the shares voted by Saba, 98.4% of shares were voted against the requisitioned resolutions.

Jonathan Simpson-Dent, Chair of Edinburgh Worldwide, said: "Today's result is about Edinburgh Worldwide's shareholders. You have told us that Saba Capital's proposals are not the answer. You want this unique mandate to continue and you want the Trust to perform.

I would like to thank our investors for taking the time to vote, and for their support. We all want an exciting and sustainable Edinburgh Worldwide, a Trust that appeals to long term shareholders. We continue to implement our action plan and will keep all shareholders informed on progress, including the previously announced capital return of up to £130m."

Shareholders voted on the following resolutions at the AGM:

Ordinary Resolutions

1. To receive and adopt the Annual Report and Financial Statements of the Company for the financial year ended 31 October 2024 together with the Reports of the Directors and of the Independent Auditor thereon.

2. To approve the Directors' Annual Report on Remuneration for the financial year ended 31 October 2024.

3. To re-elect Jonathan Simpson-Dent as a Director of the Company.

4. To re-elect Caroline Roxburgh as a Director of the Company.

5. To re-elect Mungo Wilson as a Director of the Company.

6. To re-elect Mary Gunn as a Director of the Company.

7. To re-elect Jane McCracken as a Director of the Company.

8. To re-appoint Ernst & Young LLP as Independent Auditor of the Company to hold office until the conclusion of the next Annual General Meeting at which the Financial Statements are laid before the Company.

9. To authorise the Directors to determine the remuneration of the Independent Auditor of the Company.

10. That, the Directors of the Company be and they are hereby generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 (the 'Act') to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for or to convert any security into shares in the Company ('Securities') provided that such authority shall be limited to the allotment of shares and grant of rights in respect of shares with an aggregate nominal value of up to £1,228,906.50 (representing approximately 33% of the nominal value of the issued share capital as at 16 January 2025), such authority to expire at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution or on the expiry of 15 months from the passing of this resolution, whichever is the earlier, unless previously revoked, varied or extended by the Company in a general meeting, save that the Company may at any time prior to the expiry of this authority make an offer or enter into an agreement which would or might require Securities to be allotted or granted after the expiry of such authority and the Directors shall be entitled to allot or grant Securities in pursuance of such an offer or agreement as if such authority had not expired.

Special Resolutions

11. That, subject to the passing of Resolution 10 above, the Directors of the Company be and they are hereby generally empowered, pursuant to sections 570 and 573 of the Companies Act 2006 (the 'Act') to allot equity securities (within the meaning of section 560(1) of the Act) for cash pursuant to the authority given by Resolution 10 above and to sell treasury shares for cash as if section 561(1) of the Act did not apply to any such allotment or sale, provided that this power:

a. expires at the conclusion of the next Annual General Meeting of the Company after the passing of this Resolution or on the expiry of 15 months from the passing of this Resolution, whichever is the earlier, save that the Company may, before such expiry, make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of any such offer or agreement as if the power conferred hereby had not expired; and

b. shall be limited to the allotment of equity securities or the sale of treasury shares up to an aggregate nominal value of £372,395.91 (representing approximately 10% of the nominal value of the issued share capital of the Company as at 16 January 2025).

12. That, in substitution for any existing authority but without prejudice to the exercise of any such authority prior to the date hereof, the Company be generally and unconditionally authorised, in accordance with section 701 of the Companies Act 2006 (the 'Act') to make market purchases (within the meaning of section 693(4) of the Act) of fully paid ordinary shares in the capital of the Company ('Ordinary Shares') (either for retention as treasury shares for future reissue, resale, transfer or for cancellation) provided that:

a. the maximum aggregate number of Ordinary Shares hereby authorised to be purchased is 55,822,146 or, if less, the number representing approximately 14.99% of the issued ordinary share capital (excluding treasury shares) of the Company as at the date of the passing of this Resolution;

b. the minimum price (excluding expenses) which may be paid for each Ordinary Share shall be the nominal value of that share;

c. the maximum price (excluding expenses) which may be paid for any Ordinary Share purchased pursuant to this authority shall not be more than the higher of:

i. 5% above the average closing price on the London Stock Exchange of an Ordinary Share over the five business days immediately preceding the day of purchase; and

 ii. an amount equal to the higher of the price of the last independent trade of an Ordinary Share and the highest current independent bid for an Ordinary Share on the trading venue where the purchase is carried out; and

d. unless previously varied, revoked or renewed by the Company in a general meeting, the authority hereby conferred shall expire at the conclusion of the next Annual General Meeting, save that the Company may, prior to such expiry, enter into a contract to purchase Ordinary Shares under such authority which will or might be completed or executed wholly or partly after the expiration of such authority and may make a purchase of Ordinary Shares pursuant to any such contract or contracts.

Resolutions 1 to 10 and 12 were passed on a poll. Resolution 11 did not pass. A breakdown of the votes registered is shown below:

Resolution	Votes for (including votes at the discretion of the Chairman)	%	Votes Against	%	Votes Withheld
Ordinary Resolutions
1	214,087,171	98.3%	3,685,545	1.7%	1,029,607
2	212,696,378	98.0%	4,425,845	2.0%	1,680,100
3	125,604,537	57.6%	92,371,956	42.4%	805,830
4	125,590,367	57.6%	92,347,749	42.4%	825,657
5	125,599,289	57.6%	92,323,495	42.4%	840,989
6	125,568,454	57.6%	92,357,126	42.4%	838,193
7	125,204,965	57.5%	92,681,446	42.5%	877,302
8	213,510,859	98.1%	4,199,124	1.9%	1,072,340
9	213,763,298	98.2%	3,864,807	1.8%	1,154,218
10	128,421,473	59.0%	89,270,537	41.0%	1,090,313
Special Resolutions
11	127,591,819	58.6%	89,999,677	41.4%	1,105,565
12	213,930,610	98.2%	3,833,122	1.8%	914,779

The Board commits to engage with shareholders in relation to the outcome of the resolutions.

For any enquiries, please contact:

Teneo

[e-mail]

Iain Dey

Tel: [phone]

Oliver Bell

Tel: [phone]

Investors:

Deutsche Numis

David Benda

Nathan Brown

Tel: [phone]

Baillie Gifford & Co

Naomi Cherry

Tel: [phone]

Baillie Gifford & Co Limited

Company Secretaries

14 February 2025 

Regulated Information Classification: Additional regulated information required to be disclosed under applicable laws

 

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