18
September 2024
CASTELNAU GROUP LIMITED
(a
closed-ended investment company incorporated in
Guernsey with
registration number 67529)
(The
"Company")
LEI
Number: 213800PED8RFUBMK1T64
Result
of Annual General Meeting
The Board of Castelnau
Group Limited is pleased to announce that all resolutions were
passed at today's Annual General Meeting.
Resolutions 1 to 8
(inclusive) were proposed as ordinary resolutions and resolution 9
was proposed as a special resolution. The proxy votes* submitted in
respect of the resolutions represented 84.27% of the total shares
in issue.
|
Ordinary Business
- Ordinary Resolutions
|
For
|
Discretion
(voted in favour)
|
Against
|
Abstain
|
-
To receive the audited
financial statements of the Company together with the reports of
the Directors and Auditors for the year ended 31 December
2023.
|
269,159,914
|
0
|
0
|
0
|
-
To re-elect and re-appoint
Joanne Peacegood as a Director of the Company.
|
269,154,540
|
0
|
0
|
5,374
|
-
To re-elect and re-appoint
Andrew Whittaker as a Director of the Company.
|
265,614,540
|
0
|
3,540,000
|
5,374
|
-
To re-elect and re-appoint
Joanna Duquemin Nicolle as a Director of the
Company.
|
269,154,540
|
0
|
0
|
5,374
|
-
To re-elect and re-appoint
David Stevenson as a Director of the Company.
|
265,613,565
|
0
|
3,540,975
|
5,374
|
-
To elect and re-appoint
Richard Brown as a Director of the Company.
|
269,154,540
|
0
|
0
|
5,374
|
-
To
re-appoint Grant Thornton as Auditors of the
Company.
|
269,158,045
|
0
|
1,869
|
0
|
-
To
authorise the Audit Committee to determine the Auditors'
remuneration.
|
269,159,812
|
0
|
0
|
102
|
|
Special
Resolution
|
|
|
|
|
|
9. To authorise the Company
to purchase its own shares
|
269,152,832
|
0
|
6,980
|
102
|
* A vote withheld is not a
vote in law and is not counted in the calculation of the proportion
of votes for or against a resolution
** Special
Resolution
Special Resolution 9 -
Authority to purchase own shares
-
In
substitution for all existing authorities to the extent
unused, to
authorise the
Company to make market purchases of its own ordinary shares either
for cancellation or to hold as treasury shares for future resale or
transfer, provided that:
(a)
the maximum
number of ordinary shares authorised to be purchased is 14.99% of
the ordinary shares in issue as at 7 August 2024 (being the latest
practicable date before the publication of the notice of
AGM);
(b)
the minimum
price which may be paid for an ordinary share is
£0.01;
(c)
the maximum
price (exclusive of expenses) which may be paid for an ordinary
share must not be more than the higher of (i) 5 per cent. above the
average of the mid-market quotations for the five Business Days
before the purchase is made; and (ii) the higher of: (a) the price
of the last independent trade, and (b) the highest current
independent bid for ordinary shares on the London Stock Exchange at
the time the purchase is carried out,
and such authority will
unless previously revoked or varied, expire at the conclusion of
the next annual general meeting of the Company, save that the
Company may contract to purchase ordinary shares under the
authority thereby conferred prior to the expiry of such authority,
which contract will or may be executed wholly or partly after the
expiry of such authority and may purchase ordinary shares in
pursuance of such contract.
Resolution 9 is to allow
the Company to repurchase up to 47,875,635 ordinary shares and
replaces the existing authority in this regard. There is no present
intention to exercise such general authority. This authority will
expire at the conclusion of the next annual general meeting of the
Company. The Directors intend to seek renewal of this authority at
subsequent annual general meetings in accordance with best
practice.
The resolution specifies
the maximum number of ordinary shares which may be purchased
(representing 14.99% (excluding treasury shares) of the Company's
issued ordinary share capital as at 7 August 2024, being the latest
practicable date before the publication of the notice of AGM) and
the maximum and minimum prices at which they may be bought,
exclusive of expenses. General purchases undertaken in accordance
with this resolution will only be made through the
market.
The Directors undertake
that, after considering the maximum number of shares that may be
repurchased pursuant to the general authority granted by Resolution
9, and the price at which any such repurchases shall be effected,
on the date on which the repurchase is to be effected they will
ensure there are reasonable grounds for believing that the Company
is, and after the repurchase will continue to be, able to pay its
liabilities as they become due.
Under the Companies
(Guernsey) Law, 2008, as amended (the "Companies
Law"), the Company is allowed
to hold its own shares in treasury following a repurchase, instead
of having to cancel them. In accordance with the Company's articles
of incorporation, the Companies Law and the LSE listing
requirements, treasury shares may be resold for cash, used to
settle future scrip dividends offered by the Company to its
shareholders or used for the exercise of options under employee
share schemes. However, all rights attaching to such shares,
including voting rights and any right to receive dividends are
suspended whilst they are held in treasury. If the Directors
exercise the authority conferred by Resolution 9, the Company will
have the option of holding them in treasury or cancelling any of
its own shares purchased under this authority and will decide at
the time of purchase which option to pursue.
The total number of voting
rights was 319,383,819 ordinary shares of no par value
each.
The full text of all the
resolutions can be found in the Notice of Annual General Meeting
dated 13 August 2024, a copy of which is available on the Company's
website at www.castelnaugroup.com.
In accordance with UK
Listing Rule 6.4.3 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 .