TIDMCLIG
RNS Number : 4372P
City of London Investment Group PLC
18 October 2021
City of London Investment Group plc
("City of London" or the "Company")
Result of Annual General Meeting
City of London announces that, at the Annual General Meeting
("AGM") of the Company held on 18 October 2021, the resolutions set
out in the Notice of AGM dated 9 September 2021 were passed
following a poll on each resolution.
Resolutions 1 to 17 were passed as Ordinary Resolutions and
resolutions 18 to 22 were passed as Special Resolutions. 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 24,746,884 100.00 540 0.00 24,747,424 0 48.83
----------- ------- -------------- ----- ------------ --------------- ---------
Resolution 2: To approve the
Directors' Remuneration
Report 22,968,627 92.89 1,757,125 7.11 24,725,752 17,339 48.79
----------- ------- -------------- ----- ------------ --------------- ---------
Resolution 3: The declare a
final dividend of 22p per
Ordinary
Share of 1p each in the
Company
("Ordinary Shares"), payable
on 29 October 2021 24,746,956 100.00 468 0.00 24,747,424 0 48.83
----------- ------- -------------- ----- ------------ --------------- ---------
Resolution 4: To appoint Rian
Dartnell as a Director 23,933,388 96.73 809,754 3.27 24,743,142 3,426 48.82
----------- ------- -------------- ----- ------------ --------------- ---------
Resolution 5: To appoint Tazim
Essani as a Director 24,737,257 99.98 5,886 0.02 24,743,143 3,425 48.82
----------- ------- -------------- ----- ------------ --------------- ---------
Resolution 6: To appoint
George
Karpus as a Director 23,339,838 97.91 498,929 2.09 23,838,767 726,984 47.04
----------- ------- -------------- ----- ------------ --------------- ---------
Resolution 7: To appoint
Daniel
Lippincott as a Director 24,738,268 99.98 4,540 0.02 24,742,808 3,693 48.82
----------- ------- -------------- ----- ------------ --------------- ---------
Resolution 8: To re-appoint
Barry Aling as a Director 24,596,573 99.41 146,235 0.59 24,742,808 3,693 48.82
----------- ------- -------------- ----- ------------ --------------- ---------
Resolution 9: To re-appoint
Mark Dwyer as a Director 24,737,480 99.98 5,328 0.02 24,742,808 3,693 48.82
----------- ------- -------------- ----- ------------ --------------- ---------
Resolution 10: To re-appoint
Thomas Griffith as a Director 24,543,235 99.19 199,573 0.81 24,742,808 3,693 48.82
----------- ------- -------------- ----- ------------ --------------- ---------
Resolution 11: To re-appoint
Barry Olliff as a Director 20,858,832 93.52 1,445,035 6.48 22,303,867 1,955,002 44.01
----------- ------- -------------- ----- ------------ --------------- ---------
Resolution 12: To re-appoint
Peter Roth as a Director 24,426,585 98.72 316,223 1.28 24,742,808 3,693 48.82
----------- ------- -------------- ----- ------------ --------------- ---------
Resolution 13: To re-appoint
Jane Stabile as a Director 24,285,678 98.15 457,130 1.85 24,742,808 3,693 48.82
----------- ------- -------------- ----- ------------ --------------- ---------
Resolution 14: To re-appoint
Carlos Yuste as a Director 24,543,235 99.19 199,573 0.81 24,742,808 3,693 48.82
----------- ------- -------------- ----- ------------ --------------- ---------
Resolution 15: To re-appoint
RSM UK Audit LLP as auditors
of the Company 24,742,549 99.98 4,540 0.02 24,747,089 268 48.83
----------- ------- -------------- ----- ------------ --------------- ---------
Resolution 16: To authorise
the Audit & Risk Committee
of the Company to fix the
remuneration
of the auditors 24,742,549 99.98 4,540 0.02 24,747,089 268 48.83
----------- ------- -------------- ----- ------------ --------------- ---------
Resolution 17: To authorise
the Directors to allot shares 24,284,748 98.13 462,341 1.87 24,747,089 268 48.83
----------- ------- -------------- ----- ------------ --------------- ---------
Special Resolutions
Resolution 18: 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 24,737,847 99.98 5,024 0.02 24,742,871 3,643 48.82
----------- ------- -------------- ----- ------------ --------------- ---------
Resolution 19: Authority to
disapply rep-emption rights 24,261,839 98.09 473,001 1.91 24,734,840 10,068 48.81
----------- ------- -------------- ----- ------------ --------------- ---------
Resolution 20: Additional
authority
to disapply pre-emption
rights 24,278,507 98.11 468,582 1.89 24,747,089 268 48.83
----------- ------- -------------- ----- ------------ --------------- ---------
Resolution 21: To authorise
the Company to make market
purchases of Ordinary Shares 21,779,161 96.08 887,764 3.92 22,666,925 268 44.73
----------- ------- -------------- ----- ------------ --------------- ---------
Resolution 22: To authorise
the Directors to call a
general
meeting, other than an AGM,
on not less than 14 clear
days'
notice 23,968,636 96.88 772,750 3.12 24,741,386 4,431 48.82
----------- ------- -------------- ----- ------------ --------------- ---------
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 14 October 2021 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 total votes cast (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 4, 5, 8, 12 and 13 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 4, 5, 8, 12 and 13 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 4: To appoint Rian
Dartnell as a Director 15,158,526 94.93 809,754 5.07 15,968,280 3,426
----------- ------ -------------- ----- ------------ ---------------
Resolution 5: To appoint Tazim
Essani as a Director 15,962,395 99.96 5,886 0.04 15,968,281 3,425
----------- ------ -------------- ----- ------------ ---------------
Resolution 8: To re-appoint
Barry Aling as a Director 15,821,778 99.08 146,235 0.92 15,968,013 3,693
----------- ------ -------------- ----- ------------ ---------------
Resolution 12: To re-appoint
Peter Roth as a Director 15,651,790 98.02 316,223 1.98 15,968,013 3,693
----------- ------ -------------- ----- ------------ ---------------
Resolution 13: To re-appoint
Jane Stabile as a Director 15,510,883 97.14 457,130 2.86 15,968,013 3,693
----------- ------ -------------- ----- ------------ ---------------
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.
For further information, please visit www.clig.com or
contact:
Tom Griffith (CEO)
City of London Investment Group PLC
Tel: 001 610 380 0435
Martin Green/Pippa Hamnett
Zeus Capital Limited
Financial Adviser & Broker
Tel: +44 (0)20 3829 5000
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