International Biotechnology Trust plc (the Company)
Announcement of Results of Annual General Meeting (AGM)
The Company gives notice that all resolutions proposed in the Notice of the Meeting were duly passed at the AGM held today. Voting was held via poll and the results are as follows:
|
|
FOR (inc. Discretionary) |
AGAINST |
TOTAL (For & Against) |
WITHHELD* |
||
| Resolution
|
Votes Cast |
% |
Votes Cast |
% |
Votes Cast |
Votes Cast |
| Ordinary Resolutions |
|
|
|
|
|
|
| 1 - Report and Accounts
|
10,562,772 |
100.00% |
0 |
0.00% |
10,562,772 |
2,523 |
| 2 - Remuneration Policy
|
10,102,858 |
95.91% |
430,305 |
4.09% |
10,533,163 |
32,132 |
| 3 - Remuneration Report
|
10,506,494 |
99.77% |
24,375 |
0.23% |
10,530,869 |
34,426 |
| 4 - Dividend Policy
|
10,549,085 |
99.94% |
6,263 |
0.06% |
10,555,348 |
9,947 |
| 5 - Dr Véronique Bouchet
|
9,160,083 |
86.78% |
1,396,032 |
13.22% |
10,556,115 |
9,179 |
| 6 - Miss Kate Cornish-Bowden
|
10,545,760 |
99.87% |
13,672 |
0.13% |
10,559,432 |
5,863 |
| 7 - Mrs Caroline Gulliver
|
10,504,427 |
99.59% |
43,306 |
0.41% |
10,547,733 |
17,562 |
| 8 - Mr Jim Horsburgh
|
10,539,775 |
99.92% |
7,957 |
0.08% |
10,547,732 |
17,562 |
| 9 - Mr Patrick Magee
|
10,550,208 |
99.91% |
9,224 |
0.09% |
10,559,432 |
5,863 |
| 10 - Auditors
|
9,272,741 |
87.94% |
1,271,723 |
12.06% |
10,544,464 |
20,830 |
| 11 - Auditors' remuneration
|
10,543,438 |
99.97% |
3,352 |
0.03% |
10,546,790 |
18,505 |
| 12 - Allot Securities
|
10,541,971 |
99.92% |
8,416 |
0.08% |
10,550,387 |
14,908 |
| 13 - Allot Securities (additional)
|
10,492,190 |
99.46% |
56,657 |
0.54% |
10,548,847 |
16,448 |
| Special Resolutions |
|
|
|
|
|
|
| 14 - Disapplication of pre-emption rights
|
10,499,790 |
99.64% |
37,540 |
0.36% |
10,537,330 |
27,965 |
| 15 - Disapplication of pre-emption rights (additional)
|
8,144,318 |
77.28% |
2,394,389 |
22.72% |
10,538,707 |
26,587 |
| 16 - Market purchases
|
10,538,211 |
99.89% |
11,810 |
0.11% |
10,550,021 |
15,274 |
| 17 - 14 clear days' notice
|
10,526,276 |
99.65% |
36,861 |
0.35% |
10,563,137 |
2,158 |
* Votes withheld are not a vote in law and are therefore not counted in the calculation of the percentages of the votes cast for and against a resolution.
The Board confirms that there was a significant proportion of proxy votes cast against resolution 15 (22.72%). The Board is aware that when combined the authorities sought under resolutions 14 and 15 to dis-apply statutory pre-emption rights amount to 20% of the Company's issued Ordinary Share capital which is higher than the level recommended by best practice in accordance with The Investment Association Share Capital Management Guidelines and the Pre-emption Group's Statement of Principles on Dis-applying Pre-emption Rights. However, the Board notes that the Prospectus Regulation allows for issuance for up to 20% of the Company's issued Ordinary Share capital without the need for a prospectus and therefore believes that the increased authority is justified and it would be in the best interest of Shareholders to provide the extra flexibility to issue further shares. The increased authority would avoid the additional delay and expense of a further Shareholder resolution, which would be required, in the event that the initial 10% authority is granted and exhausted.
Issuance is led by market demand and the Company's issuance strategy is to ensure that Shareholders are not forced to pay an excessive premium. New shares are issued at a small premium to NAV per share to ensure there is no asset dilution for our existing Shareholders. The increased size of the Company should improve liquidity and spread the operating costs across a greater number of Shareholders.
We are aware Institutional Shareholder Services, Inc had recommended Shareholders oppose the resolution given it is higher than the recommended level set by the Investment Association Share Capital Management Guidelines and the Pre-emption Group's Statement of Principles on Dis-applying Pre-emption Rights. However, we note that ISS has published updates to its UK proxy voting guidelines for 2021, aligning its policy with the position set out in the Pre-Emption Group guidelines such that the current 10% limit for dis-applying pre-emption rights when shares are to be issued at a premium has been removed. The Board will consider the level of authority to be sought at next years AGM in light of prevailing ISS and other governance guidance and will offer a meeting with those larger Shareholders who voted against.
A copy of all resolutions passed as special resolutions has been submitted to the National Storage Mechanism and will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Gemma Metson
BNP Paribas Secretarial Services Limited
Company Secretary
Telephone: 020 7410 5971
15 DECEMBER 2020
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