18 September 2024
Worsley Investors
Limited
(the "Company")
Result of Annual General
Meeting
The Company is pleased to
announce that, at the Annual General
Meeting of the Company held at 12 noon today, 18 September 2024,
each of the proposed resolutions were duly passed without
amendment.
Resolutions 1 to 6 were proposed as
ordinary resolutions and resolutions 7 to 8 were proposed as
special resolutions. The result of the voting was as
follows:
1. THAT the audited
financial statements, the Directors' report, and the Auditors'
report for the year ended 31 March 2024 be received and
adopted.
19,747,580 votes were in favour of
the resolution (99.95% of votes cast) and 9,716 votes were against
(0.05% of votes cast). 0 votes were withheld.
2. THAT the Director's
Remuneration Report for year ended 31 March 2024 be
approved.
19,696,077 votes were in favour of
the resolution (99.69% of votes cast) and 60,529 votes were against (0.31% of
votes cast). 690 votes were
withheld.
3. THAT Mr William Scott
be re-elected as a Director of the Company.
19,746,890 votes were in favour of
the resolution (99.95% of votes cast) and 9,716 votes were against (0.05% of votes cast). 690 votes were
withheld.
4. THAT Mr Blake Nixon
be re-elected as a Director of the Company.
19,746,890 votes were in favour of the resolution (99.95% of votes cast) and 9,716
votes were against (0.05% of votes cast).
690 votes were
withheld.
5. THAT BDO Limited,
which has indicated its willingness to continue in office, be
re-appointed as Auditor of the Company to hold office from the
conclusion of the annual general meeting until the conclusion of
the next annual general meeting of the Company.
19,707,580 votes were in favour of the resolution (99.75% of votes cast) and
49,716 votes were against
(0.25% of votes cast). 0
votes were withheld.
6. THAT the Directors be
authorised to determine the remuneration of the Auditor for their
next period of office.
19,747,580 votes were in favour of the resolution (99.95% of votes cast) and
9,716 votes were against
(0.05% of votes
cast). 0 votes were
withheld.
7. THAT the Company be and is hereby
generally and unconditionally authorised in accordance with Section
315 of The Companies (Guernsey) Law, 2008 (as amended) (the
"Law") (subject to the UK
Listing Rules and all other applicable legislation and regulations)
to make market acquisitions (as defined in the Law) of its ordinary
shares of no par value in the capital of the Company ("Ordinary Shares"), provided
that:-
a. the maximum number of
Ordinary Shares hereby authorised to be purchased is 14.99 per
cent. of the Ordinary Shares in issue immediately following the
passing of this resolution;
b. the minimum price
(exclusive of expenses) which may be paid for an Ordinary Share is
1 penny;
c. the maximum price
(exclusive of expenses) which may be paid for an Ordinary Share
shall be not more than the higher of (i) 5 per cent. above the
average market value for the five business days prior to the day
the purchase is made and (ii) the higher of the price of the last
independent trade and the highest independent bid at the time of
the purchase for any number of the Ordinary Shares on the trading
venues where the purchase is carried out;
d. the authority hereby
conferred shall expire at the conclusion of the next annual general
meeting of the Company held in 2025 or 18 months from the date of
this resolution, whichever is the earlier, unless such authority is
varied, revoked or renewed prior to such time;
e. the Company may make
a contract to purchase Ordinary Shares under the authority hereby
conferred prior to the expiry of such authority which will or may
be executed wholly or partly after the expiration of such authority
and may make an acquisition of Ordinary Shares pursuant to any such
contract; and
f. any Ordinary
Share bought back may be held in treasury in accordance with the
Law or be subsequently cancelled by the Company.
19,474,580 votes were in favour of the resolution (99.95% of votes cast) and
9,716 votes were against
(0.05% of votes
cast). 0 votes were
withheld.
8. THAT, in
substitution for all existing authorities to disapply pre-emption
rights, the Directors be and are hereby authorised to sell from
treasury equity securities (within the meaning of the Articles) for
cash, as if article 6.2 of the Articles did not apply to any such
sale from treasury, up to an aggregate amount not exceeding 15 per
cent. of the Ordinary Shares in issue immediately following the
passing of this resolution which may be at the lower of (i) the
last published net asset value per Ordinary Share, or (ii) a price
below the last published net asset value per Ordinary Share but not
less than 30 per cent. above the weighted average price at which
the shares were acquired into treasury, provided that any such sale
from treasury must be at a price which is not more than 5% below
the prevailing mid-market price per Ordinary Share. This authority
shall expire at the conclusion of the next annual general meeting
of the Company held in 2025 unless such authority is renewed,
varied or revoked by the Company, save that the Company may prior
to the expiry of such period make any offer or agreement which
would or might require such shares to be sold from treasury or
rights to be granted after such expiry and the Directors may sell
from treasury such shares in pursuance of any such offer or
agreement as if the authority conferred hereby had not
expired.
19,746,890 votes were in favour of the resolution (99.95% of votes cast) and
9,716 votes were against
(0.05% of votes
cast). 690 votes
were withheld.
For further information, please
contact:
Worsley Associates LLP (Investment Advisor)
Blake Nixon
Tel: +44 (0) 203 873 2288
Shore Capital (Financial Adviser and Broker)
Harry Davies-Ball / Anita
Ghanekar
Tel: +44 (0) 20
76016100
Sanne Fund Services (Guernsey) Limited (Administrator and
Secretary)
Chris Bougourd / Matt
Falla
Tel: +44 (0) 1481
737600
LEI: 213800AF85VEZMDMF931
