TIDMLWI
RNS Number : 8232A
Lowland Investment Co PLC
24 January 2024
JANUS HENDERSON FUND MANAGEMENT UK LIMITED
LOWLAND INVESTMENT COMPANY PLC
LEGAL ENTITY IDENTIFIER: 2138008RHG5363FEHV19
24 January 2024
LOWLAND INVESTMENT COMPANY PLC
Annual General Meeting held on 24 January 2024
Lowland Investment Company plc announces that at the Annual
General Meeting held earlier today all resolutions proposed were
duly passed on a show of hands. This included four Special
Resolutions authorising:
- up to 10% of the share capital to be issued or sold out of treasury without first
offering them to existing shareholders in accordance with
statutory
pre-emption procedures;
- market purchases of the Company's ordinary shares up to a
maximum of 14.99% of the issued ordinary share capital (equivalent
to GBP1,012,520 nominal value of ordinary shares as at today's
date) at the maximum price per share (exclusive of expenses) not
exceeding the higher of:
i) 105% of the average middle market quotations for the five
business days preceding the date of purchase; and
ii) the higher of the last independent bid and the highest
current independent bid on the London Stock Exchange; and
- that a General Meeting other than an Annual General Meeting
may be called on not less than 14 clear days' notice; and
- that the Board be permitted to convene a General Meeting via electronic or hybrid means.
The full text of all the resolutions can be found in the Notice
of Meeting, copies of which are available for viewing at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
Proxy votes submitted were as follows:
Votes cast
(excluding
votes withheld)
Votes for as a percentage
(including of total
at Chairman's Votes Total votes voting Votes
Resolutions discretion) % against % cast rights withheld
1. Annual Report
and audited financial
statements 73,446,498 99.94 42,463 0.06 73,488,961 27.20 187,992
--------------- ------ ---------- ----- ------------ ----------------- ----------
2. Directors'
Remuneration Report 72,823,308 99.58 304,876 0.42 73,128,184 27.07 548,269
--------------- ------ ---------- ----- ------------ ----------------- ----------
3. Approve a final
dividend of 1.6p
per share 73,507,449 99.99 10,763 0.01 73,518,212 27.21 158,241
--------------- ------ ---------- ----- ------------ ----------------- ----------
4. To re-elect
Robert Robertson
as a Director 67,541,117 92.02 5,858,462 7.98 73,399,579 27.17 276,874
--------------- ------ ---------- ----- ------------ ----------------- ----------
5. To re-elect
Duncan Budge as
a Director 71,630,100 97.59 1,769,479 2.41 73,399,579 27.17 276,874
--------------- ------ ---------- ----- ------------ ----------------- ----------
6. To re-elect
Susan Gaynor Coley
as a Director 71,952,911 98.03 1,447,811 1.97 73,400,722 27.17 275,731
--------------- ------ ---------- ----- ------------ ----------------- ----------
7. To re-elect
Helena Vinnicombe
as a Director 71,852,720 97.90 1,541,410 2.10 73,394,130 27.16 282,323
--------------- ------ ---------- ----- ------------ ----------------- ----------
8. To re-elect
Thomas Walker
as a Director 71,866,125 97.91 1,533,454 2.09 73,399,579 27.17 276,874
--------------- ------ ---------- ----- ------------ ----------------- ----------
9. Re-appoint
Ernst & Young
LLP as statutory
auditor 72,974,735 99.41 432,957 0.59 73,407,692 27.17 268,761
--------------- ------ ---------- ----- ------------ ----------------- ----------
10. Authorise
Directors to determine
the remuneration
of the statutory
Auditor 73,308,111 99.78 162,353 0.22 73,470,464 27.19 205,989
--------------- ------ ---------- ----- ------------ ----------------- ----------
11. Authority
to allot relevant
securities 73,202,096 99.74 189,754 0.26 73,391,850 27.16 276,403
--------------- ------ ---------- ----- ------------ ----------------- ----------
12. Authority
to disapply pre-emption
rights* 72,660,997 99.01 723,100 0.99 73,384,097 27.16 284,156
--------------- ------ ---------- ----- ------------ ----------------- ----------
13. Authority
to repurchase
ordinary shares* 73,216,217 99.61 288,219 0.39 73,504,436 27.21 163,817
--------------- ------ ---------- ----- ------------ ----------------- ----------
14. 14 days' notice
for a General
Meeting* 72,689,514 98.89 814,492 1.11 73,504,006 27.21 164,247
--------------- ------ ---------- ----- ------------ ----------------- ----------
15. Convene a
General Meeting
via electronic
or hybrid means* 68,903,981 93.93 4,451,834 6.07 73,355,815 27.15 312,438
--------------- ------ ---------- ----- ------------ ----------------- ----------
* special resolution
For the purposes of section 341 of the Companies Act 2006, the
votes validly cast are expressed in the table above as a percentage
of the Company's total voting rights as at close of business on 23
January 2024 (270,185,650), being the time at which a shareholder
had to be registered in the Register of Members in order to vote at
the Annual General Meeting. A vote "withheld" is not a vote in law
and has not been counted as a vote "for" or "against" a
resolution.
The number of ordinary shares in issue at the date of this
announcement is 270,185,650, and no shares are held in treasury. As
at the date of this announcement the Company's total voting rights
therefore comprises 270,185,650 shares with one vote each.
A copy of the proxy results will shortly be available on the
Company's website at:
www.lowlandinvestment.com
A copy of the special business resolutions will be submitted to
the National Storage Mechanism ("NSM") and will shortly be
available for inspection on the NSM's website at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism .
The Company announces that it has authority to repurchase a
maximum of 40,500,820 of its ordinary shares (being its outstanding
shareholder authority). Such authority lasts until the next
shareholder authority granted, or where expressly revoked by
shareholders.
The Company instructs J.P. Morgan Securities plc to act as its
broker in respect of its market purchase transactions. The Company
may utilise the authority to purchase shares by either a single
purchase or a series of purchases when market conditions allow when
they are trading at a discount to the underlying net asset value
per share, with the aim of maximising the benefit to shareholders.
This proposal does not indicate that the Company will purchase
shares at any particular time or price, nor imply any opinion on
the part of the Directors as to the market or other value of the
Company's shares. This arrangement is in accordance with Chapter 12
of the Financial Conduct Authority's Listing Rules and the
Company's general authority to repurchase shares.
For further information please contact:
Harriet Hall
PR Director, Janus Henderson Investors
Telephone: 020 7818 2919
Helena Harvey
For and on behalf of Janus Henderson Secretarial Services UK
Limited
Lowland Investment Company plc
Tel: 020 7818 2025
Neither the contents of the Company's website nor the contents
of any website accessible from hyperlinks on the Company's website
(or any other website) is incorporated into, or forms part of, this
announcement.
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END
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January 24, 2024 12:33 ET (17:33 GMT)
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