TIDMCLIG
RNS Number : 0006R
City of London Investment Group PLC
23 October 2023
City of London Investment Group PLC
23 October 2023
City of London Investment Group plc
("City of London" or the "Company")
Result of Annual General Meeting
and
Board Committee changes
City of London announces that, at the Annual General Meeting
("AGM") of the Company held on 23 October 2023:
-- Resolutions 1 to 12 as set out in the Notice of AGM dated 15 September
2023 were passed; and
-- Resolutions 13 to 16 set out in the Notice of AGM dated 15 September
2023 were not passed,
following a poll on each resolution.
Resolutions 1 to 11 were proposed as Ordinary Resolutions and
resolutions 12 to 16 were proposed as Special Resolutions.
The Board notes that, in relation to Resolutions 5 to 8, 11 and
13 to 16, the Company received less than 80% approval. The Board
notes that a recent advisory report published by ISS, relating to
the Company's proposed resolutions at the AGM, recommended voting
in favour of all resolutions without exception. Notwithstanding
this report, the Board notes with disappointment the opposition to
a number of the resolutions tabled at the AGM primarily from a
single shareholder and commits to further consultation, therefore,
with a view to providing an update within six months, as required
by the UK Corporate Governance Code.
Resolutions 13 to 16, which were not passed, sought authority
(i) to disapply pre-emption rights on the issue of a limited number
of new shares, (ii) to undertake market purchases of the Company's
shares and (iii) to call a general meeting, other than an AGM on
not less than 14 clear days' notice. The Board does not currently
expect this to have an impact on the Company or its business.
The table below details votes cast on each resolution.
Votes For % Votes Against % Total Votes Votes Withheld % of
(excluding Issued
withheld) Share
Capital
Voted
Ordinary Resolutions
Resolution 1 : To receive
the Directors' report and
accounts 18,984,407 95.88% 814,913 4.12% 19,799,320 811,668 39.07%
----------- ------- -------------- ------- ------------ --------------- ---------
Resolution 2 : To approve
the Directors' Remuneration
Report 18,331,222 93.59% 1,256,199 6.41% 19,587,421 981,201 38.65%
----------- ------- -------------- ------- ------------ --------------- ---------
Resolution 3 : To declare
a final dividend of 22p per
Ordinary Share of 1p each
in
the Company ("Ordinary
Shares"),
payable on 27 October 2023 19,772,238 95.02% 1,036,586 4.98% 20,808,824 4,000 41.06%
----------- ------- -------------- ------- ------------ --------------- ---------
Resolution 4 : To re-elect
Thomas Griffith as a
Director 13,481,724 82.32% 2,896,252 17.68% 16,377,976 15,250,989 32.32%
----------- ------- -------------- ------- ------------ --------------- ---------
Resolution 5 : To re-elect
Rian Dartnell as a Director 12,099,650 60.10% 8,033,016 39.90% 20,132,666 544,970 39.73%
----------- ------- -------------- ------- ------------ --------------- ---------
Resolution 6 : To re-elect
Tazim Essani as a Director 12,424,782 61.71% 7,707,884 38.29% 20,132,666 544,970 39.73%
----------- ------- -------------- ------- ------------ --------------- ---------
Resolution 7 : To re-elect
Peter Roth as a Director 12,503,467 62.10% 7,629,657 37.90% 20,133,124 544,603 39.73%
----------- ------- -------------- ------- ------------ --------------- ---------
Resolution 8 : To re-elect
Jane Stabile as a Director 12,503,731 62.10% 7,629,723 37.90% 20,133,454 544,339 39.73%
----------- ------- -------------- ------- ------------ --------------- ---------
Resolution 9 : To re-appoint
RSM UK Audit LLP as
auditors
of the Company 18,870,022 92.07% 1,625,091 7.93% 20,495,113 254,989 40.44%
----------- ------- -------------- ------- ------------ --------------- ---------
Resolution 10 : To authorise
the Audit & Risk Committee
of the Company to fix the
remuneration
of the auditors 18,864,765 92.05% 1,630,348 7.95% 20,495,113 254,989 40.44%
----------- ------- -------------- ------- ------------ --------------- ---------
Resolution 11 : To authorise
the Directors to allot
shares 11,590,079 55.73% 9,208,340 44.27% 20,798,419 12,325 41.04%
----------- ------- -------------- ------- ------------ --------------- ---------
Special Resolutions
Resolution 12 : To authorise
the Employee Benefit Trust
to hold Ordinary Shares up
to a maximum aggregate of
10%
of the issued Ordinary
Share
capital of the Company 16,827,484 80.90% 3,972,516 19.10% 20,800,000 11,060 41.04%
----------- ------- -------------- ------- ------------ --------------- ---------
Resolution 13 : Authority
to disapply rep-emption
rights 11,532,209 55.47% 9,256,173 44.53% 20,788,382 20,355 41.02%
----------- ------- -------------- ------- ------------ --------------- ---------
Resolution 14 : Additional
authority to disapply
pre-emption
rights 11,567,427 55.61% 9,232,874 44.39% 20,800,301 10,819 41.04%
----------- ------- -------------- ------- ------------ --------------- ---------
Resolution 15 : To authorise
the Company to make market
purchases of Ordinary
Shares 11,651,135 56.00% 9,153,471 44.00% 20,804,606 7,375 41.05%
----------- ------- -------------- ------- ------------ --------------- ---------
Resolution 16 : To authorise
the Directors to call a
general
meeting, other than an AGM,
on not less than 14 clear
days'
notice 12,790,024 61.48% 8,014,582 38.52% 20,804,606 7,375 41.05%
----------- ------- -------------- ------- ------------ --------------- ---------
Notes:
1) Following the completion of the merger with Karpus Management, Inc. on 1 October 2020, the
Company has a "Controlling Shareholder Group", which has agreed to limit their voting rights
to the lower of: (i) the number of shares held by them; and (ii) 24.99 per cent. of the votes
cast on any resolution by all shareholders. The Controlling Shareholder Group cast votes in
excess of 24.99 per cent. of the votes cast on the resolutions by all shareholders and, accordingly,
the number of votes stated above as being cast "in favour", "against" and those "withheld" have
been reduced accordingly.
2) The total number of Ordinary Shares of 1p each in the Company in issue at close of business
on 19 October 2023 and the number used for the percentage of issued share capital voted was
50,679,095.
3) The percentage of issued share capital voted calculation uses total votes cast (including
votes withheld) as adjusted per the Controlling Shareholder Group calculation detailed in point
1, above.
4) The votes "for" include those giving the Chair of the AGM discretion.
5) Votes "for" and "against" are expressed as a percentage of the number in the total votes
cast column (excluding votes withheld).
6) The percentages above are rounded to two decimal places.
7) A vote withheld is not a vote in law and is not counted in the calculation of votes "for"
or "against" a resolution.
Resolutions 5, 6, 7 and 8 related to the re-election of the
Independent Directors. Under the Listing Rules, because the
Controlling Shareholder Group together control in concert more than
30 per cent. of the voting rights of the Company (even though they
have agreed to limit their voting rights as stated above), the
re-election of an Independent Director by shareholders must be
approved by a majority of both: (i) the shareholders of the
Company; and (ii) the independent shareholders of the Company (that
is, the shareholders of the Company entitled to vote on the
election of Independent Directors who are not part of the
Controlling Shareholder Group). The Company has separately counted
the number of votes cast by the independent shareholders in favour
of resolutions 5, 6, 7 and 8 and has determined that, in each case,
the second threshold referred to in (ii) above has also been met.
Notes 4 to 7 above also apply to the following table.
Resolution Votes For % Votes Against % Votes Total Votes Withheld
(excluding
withheld)
Resolution 5 : To re-appoint
Rian Dartnell as a Director 12,099,650 96.71% 411,166 3.29% 12,510,816 544,970
----------- ------- -------------- ------ ------------ ---------------
Resolution 6 : To re-appoint
Tazim Essani as a Director 12,424,782 99.94% 7,786 0.06% 12,432,568 544,970
----------- ------- -------------- ------ ------------ ---------------
Resolution 7 : To re-appoint
Peter Roth as a Director 12,503,467 99.94% 7,716 0.06% 12,511,183 544,603
----------- ------- -------------- ------ ------------ ---------------
Resolution 8 : To re-appoint
Jane Stabile as a Director 12,503,731 99.94% 7,716 0.06% 12,511,447 544,339
----------- ------- -------------- ------ ------------ ---------------
In accordance with Listing Rule 9.6.2R, copies of the
resolutions comprising special business have been made available
for inspection on the National Storage Mechanism at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
City of London also announces the following changes in
composition within the Board's Committees following the re-election
of Rian Dartnell at the AGM and his appointment as Chair:
* Rian Dartnell shall step down as Chair of the
Remuneration Committee and cease to be a member of
the Audit & Risk Committee; and
* Tazim Essani shall become Chair of the Remuneration
Committee.
These changes were both subject to both Rian Dartnell and Tazim
Essani being re-elected as Directors of the Company at the AGM and
shall take immediate effect.
For further information, please visit http://www.clig.co.uk/ or
contact:
Tom Griffith, CEO
City of London Investment Group PLC
Tel: 001-610-380-0435
Martin Green, James Hornigold
Zeus Capital Limited
Financial Adviser & Broker
Tel: +44 (0)20 3829 5000
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END
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