North Atlantic Smlr Co Inv Tst PLC Statement re Shareholder Engagement (2208K)
20 Dicembre 2022 - 8:00AM
UK Regulatory
TIDMNAS
RNS Number : 2208K
North Atlantic Smlr Co Inv Tst PLC
20 December 2022
North Atlantic Smaller Companies Investment Trust PLC
(the "Company")
20 December 2022
Further to the Company's Results of Annual General Meeting
announcement on 21 June 2022, the Company announced that over 20%
of shareholders voting on resolution 14 concerning the waiver of
Rule 9 had voted against the resolution. Resolution 14 was put to
the Meeting as a resolution of the independent shareholders of the
Company. As a result, 9,455,336 of the ordinary shares in issue
were eligible to vote on this resolution, these shares not being
held by the Concert Party (as defined in the Notice of AGM). The
waiver of Rule 9 granted by Resolution 14 permits the Concert
Party's interest in the Company's shares to increase from 30.78% to
a maximum of 34.21% (in each case representing 4,205,664 ordinary
shares) as a result of the share buyback authorised by Resolution
12 without requiring the Concert Party to make a mandatory offer
for the other shareholders' shares.
Under the FRC's UK Corporate Governance Code, companies
receiving such a vote against a resolution should publish, no later
than six months after the shareholder meeting, an update on the
views received from shareholders and actions taken by the
Company.
Following an extensive analysis of the Company's Shareholder
Register, the Company have established that the majority of the
voting shares received against the waiver of Rule 9 are held in
nominee accounts, many of which rely on shareholder advisory
consultants to determine their voting. This means that underlying
investors are recommended to vote against share buybacks in
principle as the shareholder advisory consultants are concerned
about what they see as the Concert Party's potential creeping
control of the Company. Whilst this is a valid concern for a
trading company, the Directors do not believe this is so for an
investment trust.
The Board have been working to positively engage with the
underlying Shareholders and are accelerating their Investor
Relations efforts in this regard and continue to do so. The
Directors expect to commence a further outreach campaign to engage
with any dissenting Shareholders in the coming months and to help
resolve any concerns they may have. The outcome of this initiative
will be published in the Company's Annual Report next spring. In
the meantime, the Board believe that it is overwhelmingly in the
best interest of all Shareholders that the buyback programme
continues.
Contact:
Kin Company Secretarial Limited, Company Secretary
020 8819 6486
companysecretary@kincosec.com
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END
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