REG - Literacy Capital PLC - Results of the Annual General Meeting

Literacy CapitalAnnouncement

15/05/2024 15:00

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RNS Number : 5954O  Literacy Capital PLC  15 May 2024

The information contained in this announcement is restricted and is not for
publication, release or distribution in the United States of America, any
member state of the European Economic Area, Canada, Australia, Japan or the
Republic of South Africa.

 

15 May 2024

Literacy Capital Plc

Results of the Annual General Meeting held on 15 May 2024

Literacy Capital Plc (the "Company") is pleased to announce that all of the
resolutions put forward at its Annual General Meeting held on 15 May 2024 were
duly passed.

The full text of all the resolutions is contained in the notice of meeting in
the Company's circular dated 8 April 2024 (the "AGM Circular").

As contemplated in the AGM Circular, the votes were conducted on a poll with
the chair of the meeting casting their vote in accordance with the proxy votes
held by them as set out below.

The votes received were as follows:

                                                                                          In Favour/Discretionary     Against            Withheld    Total proxy votes cast  Percentage of issued share capital voted (%)

 Resolutions
          Total votes                                                                     Percentage    Total votes   Percentage
 Ordinary resolutions
 1.       To capitalise from time to time a sum or sums not exceeding, at each relevant   28,726,946    100.00%       0           0.00%  500         28,727,446              47.88%
          time, the aggregate amount then standing to the credit of the Company's
          reserves available for the purpose of making issues of unlisted redeemable
          fixed rate preference shares ("B Shares") of £1 each in the capital of the
          Company.
 2.       To authorise the Directors to allot B Shares under section 551 of the           28,726,946    100.00%       0           0.00%  500         28,727,446              47.88%
          Companies Act 2006.
 3.       To approve a Related Party Transaction relating to a variation to the AIFM      5,219,185     100.00%       0           0.00%  23,508,261  28,727,446              47.88%
          Agreement as described in the AGM Circular.
 4.       To receive the reports of the Directors and the Auditors and the audited        28,726,946    100.00%       0           0.00%  500         28,727,446              47.88%
          accounts for the year ended 31 December 2023.
 5.       To approve the Directors' remuneration policy.                                  28,726,946    100.00%       0           0.00%  500         28,727,446              47.88%
 6.       To approve the Directors' remuneration report.                                  28,726,946    100.00%       0           0.00%  500         28,727,446              47.88%
 7.       To re-elect Paul Pindar as a Director of the Company.                           28,726,946    100.00%       0           0.00%  500         28,727,446              47.88%
 8.       To re-elect Richard Pindar as a Director of the Company.                        28,726,946    100.00%       0           0.00%  500         28,727,446              47.88%
 9.       To re-elect Simon Downing as a Director of the Company.                         28,726,946    100.00%       0           0.00%  500         28,727,446              47.88%
 10.      To re-elect Rachel Murphy as a Director of the Company.                         28,726,946    100.00%       0           0.00%  500         28,727,446              47.88%
 11.      To re-elect Christopher Sellers as a Director of the Company.                   28,726,946    100.00%       0           0.00%  500         28,727,446              47.88%
 12.      To appoint Mazars LLP as auditors to the Company.                               28,726,946    100.00%       0           0.00%  500         28,727,446              47.88%
 13.      To authorise the Directors to fix the auditors' remuneration.                   28,726,946    100.00%       0           0.00%  500         28,727,446              47.88%
 14.      To approve the Company's dividend policy.                                       28,726,946    100.00%       0           0.00%  500         28,727,446              47.88%
 15.      To authorise the Directors to allot Ordinary Shares under section 551 of the    28,724,981    100.00%       0           0.00%  2,465       28,727,446              47.88%
          Companies Act 2006 up to an aggregate nominal amount of £12,000.
          Special resolutions
 16.      To disapply statutory pre-emption rights under section 570 of the Companies     28,726,946    100.00%       0           0.00%  500         28,727,446              47.88%
          Act 2006 up to an aggregate nominal value of £12,000.
 17.      To authorise the Company to make a market purchase of its own Ordinary Shares.  28,726,946    100.00%       0           0.00%  500         28,727,446              47.88%
 18.      To permit general meetings to be called on 14 days' notice.                     28,726,946    100.00%       0           0.00%  500         28,727,446              47.88%
 19.      To approve and adopt the New Articles of Association as described in the AGM    28,726,352    99.99%        594         0.01%  500         28,727,446              47.88%
          Circular.

 

Notes:

 (i)    Votes 'For' include those votes giving the Chair discretion.
 (ii)   The number of ordinary shares in issue on 15 May 2024 was 60,000,000. No
        shares are held in treasury. Shareholders are entitled to one vote per share.
 (iii)  A vote withheld is not a vote in law and is not counted in the calculation of
        the proportion of votes validly cast.
 (iv)   The votes withheld pursuant to Resolution 3 above included those withheld by
        members of the Company's investment manager and other persons who had
        undertaken not to vote on Resolution 3 in accordance with the Company's
        voluntary compliance with the "Related Party Transaction" requirements set out
        in Listing Rule 11, as described further in the AGM Circular.

 

Full details of the resolutions are set out in the AGM Circular (which is
available on the Company's website at www.literacycapital.com).

Resolutions 1 to 15 were ordinary resolutions, requiring more than 50 per
cent. of shareholders' votes to be cast in favour of the resolutions.
Resolutions 16 to 19 were special resolutions, requiring at least 75 per cent.
of shareholders' votes to be cast in favour of the resolutions.

A copy of all the resolutions passed at the Annual General Meeting has been
submitted to the Financial Conduct Authority via the National Storage
Mechanism and will shortly be available for inspection at
https://www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storage-mechanism
(https://www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storage-mechanism)
.

For further information, please contact:

 

Literacy Capital plc / Book Asset Management LLP:

Richard Pindar / Tom Vernon

 +44 (0) 20 3960 0280

 Singer Capital Markets Securities Limited:

 Robert Peel / Angus Campbell

 +44 (0) 20 7496 3000

LEI: 2549006P3DFN5HLFGR54

A copy of this announcement will be available on the Company's website
at https://www.literacycapital.com/ (https://www.literacycapital.com/) .
Neither the content of the Company's website, nor the content on any website
accessible from hyperlinks on its website for any other website, is
incorporated into, or forms part of, this announcement nor, unless previously
published by means of a recognised information service, should any such
content be relied upon in reaching a decision as to whether or not to acquire,
continue to hold, or dispose of, securities in the Company.

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