DDV1 Downing One Vct Plc

 
TIDMDDV1 
 
 
   Downing ONE VCT plc 
 
   LEI: 213800R88MRC4Y3OIW86 
 
   Result of AGM 
 
   15 September 2010 
 
   At the Annual General Meeting ("AGM") of Downing ONE VCT plc held on 15 
September 2020, all resolutions were passed. 
 
   Details of the proxy votes in respect of the resolutions passed at the 
AGM received as at 10:30 a.m. on 11 September 2020, 48 hours before the 
time of the meeting (excluding weekends), at the receiving agent, 
Downing LLP, are set out below: 
 
 
 
 
                       For  Discretionary     Against              Withheld 
--------------  ----------  -------------  ----------  ----------  -------- 
Resolution No.      No. of         No. of      No. of       Total    No. of 
-------------- 
                     Votes          Votes       Votes  Votes Cast     Votes 
-------------- 
                % of votes     % of votes  % of votes  % of votes 
--------------  ----------  -------------  ----------  ----------  -------- 
      1          4,573,514         96,008      42,366   4,711,888    16,474 
-------------- 
                    97.06%          2.04%       0.90%     100.00% 
--------------  ----------  -------------  ----------  ----------  -------- 
      2          3,990,384        153,817     314,396   4,458,597   269,765 
-------------- 
                    89.50%          3.45%       7.05%     100.00% 
--------------  ----------  -------------  ----------  ----------  -------- 
      3          3,974,314        153,817     338,338   4,466,469   261,893 
-------------- 
                    88.98%          3.44%       7.58%     100.00% 
--------------  ----------  -------------  ----------  ----------  -------- 
      4          4,629,942         66,666      31,754   4,728,362         - 
-------------- 
                    97.92%          1.41%       0.67%     100.00% 
--------------  ----------  -------------  ----------  ----------  -------- 
      5          4,488,175         93,117      85,304   4,666,596    61,766 
-------------- 
                    96.18%          2.00%       1.82%     100.01% 
--------------  ----------  -------------  ----------  ----------  -------- 
      6          4,283,940         93,117     171,496   4,548,553   179,809 
-------------- 
                    94.18%          2.05%       3.77%     100.00% 
--------------  ----------  -------------  ----------  ----------  -------- 
      7          4,278,609         93,117     179,655   4,551,381   176,981 
-------------- 
                    94.01%          2.05%       3.95%     100.01% 
--------------  ----------  -------------  ----------  ----------  -------- 
      8          4,248,135        142,932     288,237   4,679,304    49,058 
-------------- 
                    90.79%          3.05%       6.16%     100.00% 
--------------  ----------  -------------  ----------  ----------  -------- 
      9          3,930,367        142,932     583,175   4,656,474    71,888 
-------------- 
                    84.41%          3.07%      12.52%     100.00% 
--------------  ----------  -------------  ----------  ----------  -------- 
      10         4,161,255        129,347     388,796   4,679,398    48,964 
-------------- 
                    88.93%          2.76%       8.31%     100.00% 
--------------  ----------  -------------  ----------  ----------  -------- 
 
   A copy of the resolutions passed will be submitted to the National 
Storage Mechanism and will shortly be available for inspection at 
 
   https://www.globenewswire.com/Tracker?data=t23C7HgnnYLinv8k1OP-f2xTvvRN3zLbUfe3UPNVw-8oNGveinr-72a-nXhCgWqAy3yeJvmYNyMbNtHGy2LLeb0OONMDT0RI4sbXymKjHFaZdSxWXaNhf8peBYe5bblvbZWgK37eXw3Ki70XodRzrIg6X7bf4qXwzWxRsP8rg_7iOwHmB6kIk5RRSm4N9AAM 
https://data.fca.org.uk/#/nsm/nationalstoragemechanism 
 
   In view of the ongoing social distancing restrictions, the AGM was held 
as a closed meeting. As requested, a number of queries were submitted by 
shareholders to the board in writing. The board commented on the issues 
raised as follows: 
 
   Provision for doubtful income of GBP2.1 million in note 5 in the Annual 
Report 
 
   This relates to provisions against loan stock interest from investee 
companies which had been recognised in the previous financial year. The 
provisions mainly relate to Cadbury House, Quadrate Catering and 
Quadrate Spa. Each of these has loan stock interest rolling up and 
payable at the envisaged exit date. These businesses operate in the 
hospitality sector and were forced to close their sites by the pandemic. 
The board considered it prudent to provide against the accrued loan 
stock interest in full while the businesses faced so much uncertainty. 
The Board agrees that this could have been better presented in the 
Annual Report and will seek to ensure this is the case in future. 
 
   Performance and Investment Adviser 
 
   The board accepts that recent performance of Downing ONE has been 
disappointing. With the benefit of hindsight, it is clear that at least 
some of the performance issues have arisen from the Company's investment 
strategy and classes of assets in which it is invested, with the 
coronavirus pandemic having a significant impact. The board reviews the 
performance of the Investment Adviser on an ongoing basis and is of the 
opinion that retaining the current Investment Adviser remains in the 
best interests of shareholders at this time. The Board believes that 
working with the existing Investment Adviser to address issues and 
encouraging the Adviser to continue to develop its resources has the 
best prospect of improving performance for shareholders. 
 
   Directors' remuneration levels 
 
   The board understands that this is sensitive area but believes that, 
with a three-person board, the overall cost of the directors' fees in 
comparison to the size the company is appropriate and broadly in line 
with the VCT sector. Shareholders should also note that the Company has 
a running cost cap in place, provided by the Investment Adviser of 2.6% 
of net assets per annum, which is one of the lowest such caps in the VCT 
sector and ensures that total costs borne by shareholders are kept at a 
reasonable level. 
 
   Directors' tenure and board diversity 
 
   The board believes that it has complied with the AIC Corporate 
Governance Code in terms of disclosures in the Annual Report but notes 
comments from some shareholders and will seek to enhance disclosures in 
future reports. 
 
   The Annual Report does not disclose the appointment dates of the 
directors, which are as follows: 
 
   Chris Kay                        Appointed 12/11/13 
 
   Barry Dean                     Appointed 12/11/13 
 
   Stuart Goldsmith             Appointed 13/02/96 
 
   The Board has satisfied itself that Stuart Goldsmith continues to act 
independently despite being a board member for more than 9 years. Stuart 
has overseen four changes of Investment Manager/Adviser during his time 
on the board of this company, which took place prior to it merging with 
several other VCTs to become Downing ONE VCT plc in 2013. 
 
   The Directors will, however, take on board the various comments received 
from shareholders when next reviewing the board structure. 
 
 
 
 
 
 

(END) Dow Jones Newswires

September 15, 2020 11:35 ET (15:35 GMT)

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