RNS Number : 6804M
Civitas Social Housing PLC
23 September 2021
 

23 September 2021

CIVITAS SOCIAL HOUSING PLC

(the "Company")

 

Result of Annual General Meeting

 

 

The Company is pleased to announce that at the Annual General Meeting ("AGM") held yesterday, all resolutions except for Resolution 13 were passed on a poll.

 

The Board notes that votes representing 27.11% of total votes cast were received against Resolution 13, the non-market standard, additional 10% pre-emption resolution, following the recommendation of Pensions and Investment Research Consultants Limited ("PIRC"), a proxy adviser.   The UK Corporate Governance Code notes that where a significant proportion of votes have been cast against a resolution at a general meeting, a company should explain what actions it has taken to understand the reasons behind the vote.  The Company, via their corporate brokers, intend to speak to the largest shareholders who voted against this resolution and whom they understand followed PIRC's recommendation to vote against this resolution. 

 

As was noted in the AGM notice, the Directors are aware that the combined authority to dis-apply pre-emption rights in respect of up to 20% of the Company's issued ordinary share capital sought under Resolutions 12 and 13 is higher than the 10% typically sought by investment companies, although other listed REITs have this year received such additional authority from their shareholders.   The authority now granted under Resolution 12 still permits the Company in aggregate, to issue up to 10% of the number of Ordinary Shares in issue at the AGM at a premium to NAV.  The Directors respect the wishes of certain shareholders not to increase this threshold at the present time.

 

Resolutions 1 to 11 were proposed as Ordinary Resolutions.  Resolutions 12 to 15 were proposed as Special Resolutions.

 

 

The results of the poll in relation to each resolution were as follows:

 

 

Resolutions

Votes

For

%

For

Votes Against

% Against

Votes Withheld

Resolution 1

277,216,621

99.99%

27,601

0.01%

414,115

Resolution 2

277,364,265

99.91%

250,858

0.09%

43,214

Resolution 3

250,752,895

96.41%

9,331,376

3.59%

17,574,066

Resolution 4

254,076,487

99.87%

333,367

0.13%

23,248,483

Resolution 5

253,356,077

99.58%

1,057,157

0.42%

23,245,103

Resolution 6

254,057,971

99.86%

355,263

0.14%

23,245,103

Resolution 7

250,752,895

98.57%

3,645,159

1.43%

23,260,283

Resolution 8

263,017,391

94.75%

14,582,987

5.25%

57,959

Resolution 9

277,585,975

99.99%

38,663

0.01%

33,699

Resolution 10

277,602,001

99.99%

25,192

0.01%

31,144

Resolution 11

277,533,236

99.96%

107,658

0.04%

17,443

Resolution 12

261,782,773

94.28%

15,869,921

5.72%

5,643

Resolution 13

189,616,563

72.89%

70,514,549

27.11%

17,527,225

Resolution 14

260,091,731

93.71%

17,457,799

6.29%

108,807

Resolution 15

268,323,664

96.65%

9,305,155

3.35%

29,518

 

 

A copy of the full text of Resolutions 12 to 15 will be submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism

 

 

LEI: 213800PGBG84J8GM6F95

 

For further information, please contact:

 

 

Civitas Investment Management Limited

Paul Bridge

Tel: +44 (0)20 3058 4844



Panmure Gordon

Sapna Shah

Tel: +44 (0)20 7886 2783

Tom Scrivens

Tel: +44 (0) 20 7886 2648



Liberum Capital Limited

Chris Clarke

Tel: +44 (0) 20 3100 2000

Darren Vickers


Owen Matthews




Buchanan

Helen Tarbet / Henry Wilson

Tel: +44 (0) 20 7466 5000

Hannah Ratcliff / George Beale

civitas@buchanan.uk.com

 

 

Notes:

Civitas Social Housing PLC ("CSH") was created in 2016 by Civitas Investment Management Limited as the first dedicated London listed REIT, to raise long-term, sustainable, institutional capital to invest in care-based social homes across the UK. So far, Civitas has completed more than 120 individual transactions to build the largest portfolio of its kind that has been independently valued at £915.6 million (31 March 2021). CSH now provides homes for 4,391 working age adults with long-term care needs, in 648 bespoke properties that are supported by 119 specialist care providers, 16 approved providers and working with over 178 individual local authorities.

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