Castelnau Group Ltd Results of Annual General Meeting
13 Septiembre 2023 - 9:30AM
UK Regulatory
TIDMCGL
13 September 2023
CASTELNAU GROUP LIMITED
(a closed-ended investment company incorporated in Guernsey with registration
number 67529)
(The "Company")
LEI Number: 213800PED8RFUBMK1T64
Result of Annual General Meeting
The Board of Castelnau Group Limited is pleased to announce that all resolutions
were passed at today's Annual General Meeting.
Resolutions 1 to 7 (inclusive) were proposed as ordinary resolutions and
resolution 8 was proposed as a special resolution. The proxy votes* submitted in
respect of the resolutions represented 86.51% of the total shares in issue.
+------------------------------+-----------+-----------------+---------+-------+
|Ordinary Business - Ordinary |For |Discretion |Against |Abstain|
|Resolutions | | | | |
| | |(voted in favour)| | |
+------------------------------+-----------+-----------------+---------+-------+
|1. To receive the audited |275,667,319|0 |1,466 |0 |
|financial statements of the | | | | |
|Company together with the | | | | |
|reports of the directors and | | | | |
|auditors for the year ended 31| | | | |
|December 2022 | | | | |
+------------------------------+-----------+-----------------+---------+-------+
|2. To re-elect and re-appoint|275,659,203|176 |1,466 |7,940 |
|Joanne Peacegood as a director| | | | |
+------------------------------+-----------+-----------------+---------+-------+
|3. To re-elect and re-appoint |272,119,203|176 |3,541,466|7,940 |
|Andrew Whittaker as a director| | | | |
+------------------------------+-----------+-----------------+---------+-------+
|4. To re-elect and re-appoint |275,659,203|176 |1,466 |7,940 |
|Joanna Duquemin Nicolle as a | | | | |
|director | | | | |
+------------------------------+-----------+-----------------+---------+-------+
|5. To re-elect and re-appoint |272,118,404|0 |3,542,441|7,940 |
|David Stevenson as a director | | | | |
+------------------------------+-----------+-----------------+---------+-------+
|6. To re-appoint Grant |275,663,778|0 |2,441 |2,566 |
|Thornton Limited as auditors | | | | |
|of the Company, to hold office| | | | |
|until the conclusion of the | | | | |
|next general meeting at which | | | | |
|accounts are laid before the | | | | |
|Company | | | | |
+------------------------------+-----------+-----------------+---------+-------+
|7. To authorise the Audit |275,666,586|0 |1,466 |733 |
|Committee to determine the | | | | |
|auditors' remuneration | | | | |
+------------------------------+-----------+-----------------+---------+-------+
|Special Resolution | | | | |
+------------------------------+-----------+-----------------+---------+-------+
|8. To authorise the Company to|275,657,685|0 |10,279 |821 |
|purchase its own shares | | | | |
+------------------------------+-----------+-----------------+---------+-------+
* A vote withheld is not a vote in law and is not counted in the calculation of
the proportion of votes for or against a resolution
** Special Resolution
Special Resolution 8 - Authority to purchase own shares
1. In substitution for all existing authorities to the extent unused, to
authorise the Company to make market purchases of its own ordinary shares either
for cancellation or to hold as treasury shares for future resale or transfer,
provided that:
(a) the maximum number of ordinary shares authorised to be purchased is
14.99% of the ordinary shares in issue as at 10 August2023 (being the latest
practicable date before the publication of the notice of AGM);
(b) the minimum price which may be paid for an ordinary share is £0.01;
(c) the maximum price (exclusive of expenses) which may be paid for an
ordinary share must not be more than the higher of (i) 5 per cent. above the
average of the mid-market quotations for the five Business Days before the
purchase is made; and (ii) the higher of: (a) the price of the last independent
trade, and (b) the highest current independent bid for ordinary shares on the
London Stock Exchange at the time the purchase is carried out,
and such authority will unless previously revoked or varied, expire at the
conclusion of the next annual general meeting of the Company, save that the
Company may contract to purchase ordinary shares under the authority thereby
conferred prior to the expiry of such authority, which contract will or may be
executed wholly or partly after the expiry of such authority and may purchase
ordinary shares in pursuance of such contract.
Resolution 8 is to allow the Company to repurchase up to 47,763,425 ordinary
shares and replaces the existing authority in this regard. There is no present
intention to exercise such general authority. This authority will expire at the
conclusion of the next annual general meeting of the Company. The Directors
intend to seek renewal of this authority at subsequent annual general meetings
in accordance with best practice.
The resolution specifies the maximum number of ordinary shares which may be
purchased (representing 14.99% (excluding treasury shares) of the Company's
issued ordinary share capital as at 10 August 2023, being the latest practicable
date before the publication of the notice of AGM) and the maximum and minimum
prices at which they may be bought, exclusive of expenses. General purchases
undertaken in accordance with this resolution will only be made through the
market.
The Directors undertake that, after considering the maximum number of shares
that may be repurchased pursuant to the general authority granted by Resolution
8, and the price at which any such repurchases shall be effected, on the date on
which the repurchase is to be effected they will ensure there are reasonable
grounds for believing that the Company is, and after the repurchase will
continue to be, able to pay its liabilities as they become due.
Under the Companies (Guernsey) Law, 2008, as amended (the "Companies Law"), the
Company is allowed to hold its own shares in treasury following a repurchase,
instead of having to cancel them. In accordance with the Company's articles of
incorporation, the Companies Law and the LSE listing requirements, treasury
shares may be resold for cash, used to settle future scrip dividends offered by
the Company to its shareholders or used for the exercise of options under
employee share schemes. However, all rights attaching to such shares, including
voting rights and any right to receive dividends are suspended whilst they are
held in treasury. If the Directors exercise the authority conferred by
Resolution 8, the Company will have the option of holding them in treasury or
cancelling any of its own shares purchased under this authority and will decide
at the time of purchase which option to pursue.
The total number of voting rights was 318,635,256 ordinary shares of no par
value each.
The full text of all the resolutions can be found in the Notice of Annual
General Meeting dated 14 August 2023, a copy of which is available on the
Company's website at www.castelnaugroup.com.
In accordance with Listing Rule 9.6.2 copies of all the resolutions passed,
other than ordinary business, will be submitted to the National Storage
Mechanism and will shortly be available for inspection
at:https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
This information was brought to you by Cision http://news.cision.com
END
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