25 November 2019
Town Centre Securities PLC
(The 'Group' or the 'Company')
Results of the AGM
The Directors of Town Centre Securities are pleased to announce that at it's Annual General Meeting held on Monday 25 November 2019, all of the proposed resolutions as set out in the Notice of Annual General Meeting were passed on a show of hands. Total votes, including proxy votes received from shareholders by the Company in advance of the meeting, were as set out below:
Resolution |
Votes for |
% |
Votes against |
% |
|
Total shares for and against |
% of total voting rights * |
|
Votes withheld ** |
1 |
Receive and adopt the financial statements for the financial year ended 30 June 2019 |
34,838,523 |
100.00% |
0 |
0.00% |
|
34,838,523 |
65.53% |
|
1,038,284 |
2 |
Approve the Directors' Remuneration Report (excluding Directors' Remuneration Policy) for the financial year ended 30 June 2019 |
33,025,538 |
96.05% |
1,356,905 |
3.95% |
|
34,382,443 |
64.67% |
|
1,494,364 |
3 |
Declare the final cash dividend recommended by the Board |
35,876,807 |
100.00% |
0 |
0.00% |
|
35,876,807 |
67.49% |
|
- |
4 |
Re-elect M Ziff as a non-executive Director |
34,774,584 |
97.07% |
1,047,339 |
2.93% |
|
35,821,923 |
67.38% |
|
54,884 |
5 |
Elect I Marcus as a non-executive Director |
33,985,865 |
94.88% |
1,833,358 |
5.12% |
|
35,819,223 |
67.38% |
|
57,584 |
6 |
Elect P Huberman as a non-executive Director |
35,570,718 |
99.30% |
251,205 |
0.70% |
|
35,821,923 |
67.38% |
|
54,884 |
7 |
Elect J Collins as a non-executive Director |
35,570,718 |
99.31% |
248,505 |
0.69% |
|
35,819,223 |
67.38% |
|
57,584 |
8 |
Elect E Ziff as an executive Director |
34,043,010 |
95.03% |
1,778,913 |
4.97% |
|
35,821,923 |
67.38% |
|
54,884 |
9 |
Elect B Ziff as an executive Director |
35,820,838 |
99.99% |
1,085 |
0.01% |
|
35,821,923 |
67.38% |
|
54,884 |
10 |
Elect L Shillaw as an executive Director |
34,779,874 |
97.09% |
1,042,049 |
2.91% |
|
35,821,923 |
67.38% |
|
54,884 |
11 |
Elect M Dilley as an executive Director |
35,820,838 |
99.99% |
1,085 |
0.01% |
|
35,821,923 |
67.38% |
|
54,884 |
12 |
Re-appoint BDO as auditors of the Company |
34,836,615 |
99.99% |
184 |
0.01% |
|
34,836,799 |
65.53% |
|
1,040,008 |
13 |
Authorise the Directors to determine the remuneration of the auditor |
35,873,802 |
99.99% |
3,005 |
0.01% |
|
35,876,807 |
67.49% |
|
- |
14 |
Authorise the Directors to make political donations |
35,803,982 |
99.85% |
52,768 |
0.15% |
|
35,856,750 |
67.45% |
|
20,057 |
15 |
Authorise the Board to allot shares |
35,410,291 |
98.70% |
464,792 |
1.30% |
|
35,875,083 |
67.48% |
|
1,724 |
16 |
Authorise the Directors to allot shares otherwise than on a pre-emptive basis - general |
35,336,871 |
98.50% |
538,095 |
1.50% |
|
35,874,966 |
67.48% |
|
1,841 |
17 |
Authorise the Directors to disapply pre-emption rights for purposes of acquisitions or capital investments |
34,790,876 |
96.98% |
1,084,090 |
3.02% |
|
35,874,966 |
67.48% |
|
1,841 |
18 |
Authorise to purchase Company's own shares |
34,282,399 |
95.55% |
1,594,408 |
4.45% |
|
35,876,807 |
67.49% |
|
- |
19 |
Authorise the convening of general meetings on 14 clear days' notice |
35,271,666 |
98.31% |
605,141 |
1.69% |
|
35,876,807 |
67.49% |
|
- |
|
|
|
|
|
|
|
|
|
|
|
Resolutions 4 and 5 - Excluding controlling shareholder votes |
|
|
|
|
|
Resolution |
Votes for |
% |
Votes against |
% |
|
Total shares for and against |
% of total voting rights * |
|
Votes withheld ** |
5 |
Elect I Marcus as a non-executive Director |
6,880,036 |
78.96% |
1,833,358 |
21.04% |
|
8,713,394 |
16.39% |
|
57,584 |
6 |
Elect P Huberman as a non-executive Director |
8,464,889 |
97.12% |
251,205 |
2.88% |
|
8,716,094 |
16.40% |
|
54,884 |
7 |
Elect J Collins as a non-executive Director |
8,464,889 |
97.15% |
248,505 |
2.85% |
|
8,713,394 |
16.39% |
|
57,584 |
|
|
|
|
|
|
|
|
|
|
|
* As at the date of the Annual General Meeting, the total number of shares with voting rights in the Company is 53,161,950. |
** A 'vote withheld' is not a vote in law and cannot be counted in the calculation of the votes for and against a resolution |
The Directors note the fact, when excluding controlling shareholder votes, that the proportion of non-controlling shareholders voting to pass resolution 5 was 79.0%. The Directors intend to fully understand the concerns of shareholders who voted against this resolution and consider whether to initiate any changes to its policies as a result.
ENDS
For further information, please contact:
Town Centre Securities PLC www.tcs-plc.co.uk / @TCS PLC
Edward Ziff, Chairman and Chief Executive 0113 222 1234
Mark Dilley, Group Finance Director
MHP Communications 020 3128 8572 / 8742
Reg Hoare / Alistair de Kare-Silver tcs@mhpc.com