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information contained in this announcement is restricted and is not
for publication, release or distribution in the United States of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 (other than
to professional investors in the Republic of Ireland), Canada,
Australia, Japan or the Republic of South Africa.
15 March 2024
Chrysalis Investments Limited
("Chrysalis" or the "Company")
Result of Annual General
Meeting & Extraordinary General Meeting
The Company is pleased to announce
that at the Annual General Meeting and Extraordinary General
Meeting held earlier today, all resolutions were duly
passed.
Andrew Haining, Chairman of
Chrysalis commented: "I would like to thank our shareholders for
the overwhelming support that they have shown for the continuation
of Chrysalis and their vote of confidence in the management,
strategy, and vision of the Company.
Chrysalis was established to offer
investors access to the most innovative, disruptive and
fast-growing private companies that were choosing to stay private
for longer. In recent years, that trend has accelerated with fewer
companies coming to the public market and growth companies largely
continuing their high-growth development as private companies. The
fact that 97% of those shareholders who voted did so in favour of
continuing the Company firmly validates Chrysalis' investment
proposition and confirms shareholder recognition of the significant
opportunities and value that our exciting portfolio is set to
deliver.
The new management agreement and the
spin-out of the team from Jupiter to a new entity has been endorsed
by the board, and there was resounding support from our
shareholders for the new performance fee structure with 99% of the
votes in favour. We are delighted to have been able to reassure
shareholders of the managers' unwavering commitment to the Company
and their alignment of interest.
During a period of rising interest
rates and a shift from growth to value, the managers have worked
hard to ensure that our investments are well funded and on a path
to profitability. As a result, we now have a portfolio of
increasingly profitable businesses that are performing well and
which we believe are conservatively valued.
We believe that the prospects for
the Company are excellent, and that the opportunity remains to
generate significant value as the market recovers, we begin to
realise gains on the portfolio, and our plan to return capital to
shareholders kicks in. With a robust capital allocation policy and
governance structures in place, a continued focus on profitability,
and a portfolio poised for growth, we look forward to a promising
future for Chrysalis."
Chrysalis Investments Limited
announces the results of voting on the resolutions at its Annual
General Meeting ("AGM")
held at 11:00 hrs on Friday, 15 March 2024.
A poll was held on each resolution
and all resolutions were passed by the required
majority.
|
ORDINARY RESOLUTIONS
|
FOR
|
AGAINST
|
TOTAL VOTES
|
VOTES
WITHHELD*
|
|
Votes
|
%
|
Votes
|
%
|
|
1.
That the Company continues its business as a closed-ended
investment company.
|
380,979,806
|
97.09
|
11,427,283
|
2.91
|
392,407,089
|
17,732
|
|
2. To
receive the Company's Financial Report and Audited Financial
Statements for the period from 1 October 2022 to 30 September
2023.
|
392,347,339
|
99.99
|
42,098
|
0.01
|
392,389,437
|
35,385
|
|
3. To
re-appoint KPMG Channel Islands Limited as auditor to the Company
(the "Auditor") until the
conclusion of the next general meeting at which accounts are laid
before the Company.
|
363,137,387
|
92.54
|
29,254,664
|
7.46
|
392,392,051
|
32,771
|
|
4. To
authorise the directors of the Company (the "Directors") to determine the
remuneration of the Auditor.
|
363,228,233
|
92.57
|
29,159,073
|
7.43
|
392,387,306
|
37,516
|
|
5. To
approve the report of the Remuneration and Nomination Committee for
the year ended 30 September 2023.
|
391,667,459
|
99.82
|
696,578
|
0.18
|
392,364,037
|
60,785
|
|
6. To
re-elect Mr Andrew Haining as a Director of the Company who retires
by rotation in accordance with Article 23.5 of the
Articles.
|
375,331,991
|
95.65
|
17,062,672
|
4.35
|
392,394,663
|
30,158
|
|
7. To
re-elect Mr Stephen Coe as a Director of the Company who retires by
rotation in accordance with Article 23.5 of the
Articles.
|
392,101,706
|
99.92
|
294,873
|
0.08
|
392,396,579
|
28,243
|
|
8. To
re-elect Mrs Anne Ewing as a Director of the Company who retires by
rotation in accordance with Article 23.5 of the
Articles.
|
379,484,011
|
96.71
|
12,908,568
|
3.29
|
392,392,579
|
32,243
|
|
9. To
re-elect Mr Tim Cruttenden as a Director of the Company who retires
by rotation in accordance with Article 23.5 of the
Articles.
|
389,028,757
|
99.14
|
3,367,822
|
0.86
|
392,396,579
|
28,243
|
|
10. To re-elect Mr
Simon Holden as a Director of the Company who retires by rotation
in accordance with Article 23.5 of the Articles.
|
389,741,817
|
99.32
|
2,654,761
|
0.68
|
392,396,578
|
28,243
|
|
11. To elect Ms
Margaret O'Connor as a Director of the Company in accordance with
Article 21.5 of the Articles.
|
388,968,843
|
99.14
|
3,377,736
|
0.86
|
392,346,579
|
28,243
|
|
12. To approve the
Company's dividend policy and authorise the directors to declare
and pay all dividends of the company as interim
dividends
|
390,348,917
|
99.48
|
2,057,181
|
0.52
|
392,406,098
|
18,724
|
|
SPECIAL
RESOLUTIONS
|
FOR
|
AGAINST
|
TOTAL VOTES
|
VOTES
WITHHELD*
|
|
Votes
|
%
|
Votes
|
%
|
|
13. To authorise
the Company to allot and issue or make offers or agreements to
allot and issue, grant rights to subscribe for, or to convert any
securities into ordinary shares of no-par value, including by way
of sale of ordinary share from treasury for cash up to the
aggregate number of 119,030,082 ordinary shares (being 20 per cent.
Of the ordinary shares in issue as at 26 January 2024)
|
389,167,160
|
99.19
|
3,177,531
|
0.81
|
392,344,691
|
80,130
|
|
14. To authorise
the company to make market acquisitions of its own ordinary shares,
either for cancellation or to hold as treasury shares for future
resale or transfer
|
392,017,396
|
99.90
|
389,586
|
0.10
|
392,406,982
|
17,840
|
Result of Extraordinary
General Meeting
Chrysalis Investments Limited
announces the results of voting at the Extraordinary General
Meeting ("EGM") held at
11:30 hrs on Friday, 15 March 2024.
|
SPECIAL
RESOLUTIONS
|
FOR
|
AGAINST
|
TOTAL VOTES
|
VOTES
WITHHELD*
|
|
Votes
|
%
|
Votes
|
%
|
|
1. Approval
of a related party transaction.
That the proposed related party
transaction relating to the implementation of the performance fee
terms contained in the investment management and advisory agreement
on the terms summarised in part 3 (letter from the chairman) of the
circular (as defined below), be and is hereby approved for the
purposes of chapter 11 of the listing rules and the directors of
the company be and are hereby authorised to do all such acts and
things and execute all such documents as they may in their absolute
discretion consider necessary and/or desirable in order to
implement and complete the related party transaction.
|
380,736,102
|
99.35
|
2,499,704
|
0.65
|
383,235,806
|
83,726
|
*A 'vote withheld' is not a vote in
law and is not counted towards the proportion of votes 'for' and
'against' a resolution.
As at the date of the AGM and EGM,
the number of ordinary shares in issue, and therefore the total
number of voting rights was 595,150,414.
END
Copies of all the resolutions
passed, other than ordinary business, have been submitted to the
National Storage Mechanism and will soon be available for
inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
|
For
further information, please contact
Media
Montfort Communications
Charlotte McMullen / Toto Reissland
/
Lesley Kezhu Wang
|
+44
(0) 7976 098 139
chrysalis@montfort.london
|
|
|
|
|
Jupiter Asset Management:
James Simpson
|
+44
(0) 20 3817 1696
|
|
Liberum:
Chris Clarke / Darren Vickers / Owen
Matthews
|
+44
(0) 20 3100 2000
|
|
Deutsche Numis:
Nathan Brown / Matt Goss
|
+44
(0) 20 7260 1000
|
|
Apex Administration (Guernsey) Limited:
Chris Bougourd
|
+44
(0) 20 3530 3109
|
LEI: 213800F9SQ753JQHSW24
A copy of this announcement will be
available on the Company's website at https://www.chrysalisinvestments.co.uk
The information contained in this
announcement regarding the Company's investments has been provided
by the relevant underlying portfolio company and has not been
independently verified by the Company. The information contained
herein is unaudited.
This announcement is for information
purposes only and is not an offer to invest. All investments are
subject to risk. Past performance is no guarantee of future
returns. Prospective investors are advised to seek expert legal,
financial, tax and other professional advice before making any
investment decision. The value of investments may fluctuate.
Results achieved in the past are no guarantee of future results.
Neither the content of the Company's website, nor the content on
any website accessible from hyperlinks on its website for any other
website, is incorporated into, or forms part of, this announcement
nor, unless previously published by means of a recognised
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.