TIDMAIRE
RNS Number : 6626G
Alternative Income REIT PLC
26 November 2020
THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS RESTRICTED AND
IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION IN THE UNITED
STATES OF AMERICA, ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA,
CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA.
26 November 2020
Alternative Income REIT PLC
(the " Company " or "Group")
RESULT OF ANNUAL GENERAL MEETING
The Board of Directors of Alternative Income REIT PLC (ticker:
AIRE) announces that at the Company's Annual General Meeting held
today, with the exception of resolutions 9, 11, 12 and 13, which
failed to carry, all other resolutions were passed by shareholders.
All resolutions were voted on by way of a poll.
Resolutions 1 to 11 (inclusive) were proposed as ordinary
resolutions and resolutions 12 to 15 (inclusive) were proposed as
special resolutions. The results of the poll are outlined in the
table below.
The Board acknowledges the failure to pass resolutions 9, 11, 12
and 13.
The Board is disappointed by the level of voting participation
and also, in particular, the failure to pass resolution 11 to adopt
the proposed revised Investment Policy. The Board considers that
the proposed amendments would have allowed the Company to take
advantage of the current market opportunities and deliver
significant added value to shareholders. Given the lack of support
from shareholders (in particular following the recent Tender Offer)
for the amendments and recognising that the Group remains
sub-scale, the Board will engage immediately with shareholders,
including those new to the register, on a range of potential
options for the future strategy of the Company.
With regards to resolutions 12 and 13 the Board is disappointed
in this outcome given that the resolutions follow the provisions of
the Pre-emption Group's Statement of Principles for the
disapplication of pre-emption rights and reflect UK listed company
market practice.
The Board considers the flexibility afforded by these
authorities to be in the best interests of the Company and
shareholders and notes that they have each previously received
support at past Annual General Meetings. In addition, any issue of
shares pursuant to these authorities would, in any case, need to
comply with Listing Rule 15.4.11, which prohibits the issue of
shares for cash at a price below the net asset value per share,
unless offered pro rata to existing shareholders or with separate,
specific shareholder authority. However, the Board remains
committed to continuing an open and transparent dialogue and will,
accordingly, seek to continue to engage with those shareholders
regarding their views in this area.
Resolution Votes For* % Votes Against % Total votes Total votes Votes Withheld**
validly cast as %
cast of issued
share capital
To receive and
adopt the Annual
Report and
accounts of the
Company for the
year ended
1 30 June 2020 40,479,871 98.35 678,653 1.65 41,158,524 51.13 1,834,202
------------------ ----------- ------ -------------- ------ ------------ --------------- -----------------
To approve the
Directors'
Remuneration
2 Report 40,326,456 98.26 712,068 1.74 41,038,524 50.98 1,954,202
------------------ ----------- ------ -------------- ------ ------------ --------------- -----------------
To approve the
Directors'
Remuneration
3 Policy 40,326,456 98.26 712,068 1.74 41,038,524 50.98 1,954,202
------------------ ----------- ------ -------------- ------ ------------ --------------- -----------------
To re-elect Steve
Smith as
a Director of the
4 Company 11,051,821 82.47 2,348,989 17.53 13,400,810 16.65 29,591,916
------------------ ----------- ------ -------------- ------ ------------ --------------- -----------------
To re-elect Jim
Prower as a
Director of the
5 Company 13,251,821 94.99 698,989 5.01 13,950,810 17.33 29,041,916
------------------ ----------- ------ -------------- ------ ------------ --------------- -----------------
To re-elect Alan
Sippetts as
a Director of the
6 Company 13,253,821 95.00 696,989 5.00 13,950,810 17.33 29,041,916
------------------ ----------- ------ -------------- ------ ------------ --------------- -----------------
To re-appoint
KPMG as Auditors
7 of the Company 40,426,331 98.24 722,193 1.76 41,148,524 51.12 1,844,202
------------------ ----------- ------ -------------- ------ ------------ --------------- -----------------
To authorise the
Board to
determine
the Auditors'
8 remuneration 40,469,796 98.33 688,728 1.67 41,158,524 51.13 1,834,202
------------------ ----------- ------ -------------- ------ ------------ --------------- -----------------
To authorise the
Directors
9 to allot shares 11,591,821 28.16 29,566,703 71.84 41,158,524 51.13 1,834,202
------------------ ----------- ------ -------------- ------ ------------ --------------- -----------------
To authorise the
Directors
to declare and
pay all dividends
of the Company as
10 interim dividends 40,461,796 98.31 696,728 1.69 41,158,524 51.13 1,834,202
------------------ ----------- ------ -------------- ------ ------------ --------------- -----------------
That the proposed
revised
Investment
11 Policy be adopted 17,974,382 41.83 24,998,344 58.17 42,972,726 53.38 20,000
------------------ ----------- ------ -------------- ------ ------------ --------------- -----------------
To dis-apply
statutory
pre-emption
12 rights up to 5% 11,527,655 28.01 29,630,869 71.99 41,158,524 51.13 1,834,202
------------------ ----------- ------ -------------- ------ ------------ --------------- -----------------
To dis-apply
pre-emption
rights
up to a further
5% in connection
with an
acquisition or
specified
capital
13 investment 11,547,655 28.06 29,610,869 71.94 41,158,524 51.13 1,834,202
------------------ ----------- ------ -------------- ------ ------------ --------------- -----------------
To authorise the
Company to
purchase its own
14 shares 42,312,073 98.42 680,653 1.58 42,992,726 53.41 0
------------------ ----------- ------ -------------- ------ ------------ --------------- -----------------
To authorise the
calling of
general meetings,
other than
an annual general
meeting,
on not less than
14 clear days'
15 notice 39,815,870 97.00 1,232,654 3.00 41,048,524 50.99 1,944,202
------------------ ----------- ------ -------------- ------ ------------ --------------- -----------------
*Any proxy appointments which gave discretion to the Chairman
have been included in the "For" totals.
**A vote withheld is not a vote in law and is not counted in the
calculation of the votes for or against a resolution.
Every shareholder has one vote for every Ordinary Share held. As
at 26 November 2020, the share capital of the Company consisted of
80,500,000 Ordinary Shares of GBP0.01 each with voting rights. The
Company does not hold any shares in Treasury.
In accordance with the UK Corporate Governance Code, the Company
will publish an update on engagement with regards to all failed
resolutions, within six months of the 2020 Annual General Meeting
and will report in the Company's 2021 Annual Report what steps have
been taken by the Board in order to understand shareholders' views
in relation to these resolutions and the impact of feedback on
future decisions to be taken by the Board and actions or
resolutions to be proposed.
The full text of all the resolutions can be found in the Notice
of Annual General Meeting dated 19 October 2020, a copy of which is
available on the Company's website at
https://www.alternativeincomereit.com/investors/documents/2020
.
In accordance with Listing Rule 9.6.2 copies of all the
resolutions passed, other than ordinary business, will be submitted
to the National Storage Mechanism and will shortly be available for
inspection at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism .
ENQUIRIES
Alternative Income REIT PLC
Steve Smith - Chairman via Maitland/AMO below
M7 Real Estate Ltd
Richard Croft +44 (0)20 3657 5500
Panmure Gordon (UK) Limited +44 (0)20 7886 2500
Alex Collins
Tom Scrivens
Chloe Ponsonby
Maitland/AMO (Communications Adviser) +44(0) 7747 113 930
James Benjamin james.benjamin@maitland.co.uk
The Company's LEI is 213800MPBIJS12Q88F71.
Further information on Alternative Income REIT plc is available
at www.alternativeincomereit.com (1)
NOTES
Alternative Income REIT PLC aims to generate a sustainable,
secure and attractive income return for shareholders from a
diversified portfolio of UK property investments, predominately in
alternative and specialist sectors. The majority of the assets in
the Group's portfolio are let on long leases which contain
inflation linked rent review provisions.
The Company's investment adviser is M7 Real Estate Limited
("M7"). M7 is a leading specialist in the pan-European, regional,
multi-tenanted real estate market. Majority owned by its senior
managers, it has over 200 employees in 14 countries across Europe.
The team manages over 835 properties with a value of circa EUR5.1
billion.
1 Neither the content of the Company's website, nor the content
on any website accessible from hyperlinks on its website or any
other website, is incorporated into, or forms part of, this
announcement nor, unless previously published on a Regulatory
Information Service, should any such content be relied upon in
reaching a decision as to whether or not to acquire, continue to
hold, or dispose of, securities in the Company.
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