The Edinburgh Investment Trust Plc Annual Financial Report 2022 - Flipbook - Page 43
THE EDINBURGH INVESTMENT TRUST PLC / GOVERNANCE / 41
Special Business
Resolution 12: Authority to Allot Shares is an Ordinary
Resolution seeking renewal of the current authority for the
Directors’ to allot up to 10% of the issued ordinary share capital,
this being an aggregate nominal amount of £4,269,703 as at
23 May 2022.
Special Resolution 13: Authority to Allot Shares is a Special
Resolution which seeks renewal of the current authority to allot
equity securities pursuant to a rights issue or to issue up to 10%
of the issued ordinary share capital otherwise than in connection
with a rights issue, dis-applying pre-emption rights. This will allow
shares to be issued to new shareholders, within the prescribed
limits, without having to be offered to existing shareholders first,
thus broadening the shareholder base of the Company. The
Directors will not dilute the interests of existing shareholders by
using the authority to issue shares at a price which is less than
the Net Asset Value (calculated with debt at market value) of the
existing shares in issue at that time. These authorities will expire
at the next AGM of the Company or fifteen months after the
passing of the resolutions, whichever is the earlier.
Special Resolution 14: Authority to Buy Back Shares
This resolution seeks to renew the Directors’ authority to
purchase up to 14.99% of the Company’s issued share capital,
this being 25,601,140 ordinary shares as at 23 May 2022. The
authority will expire at the Company’s next AGM or 15 months
following the passing of this resolution, if earlier. The principal
purpose of share buy backs is to enhance the net asset value for
remaining shareholders and purchases will only be made if they
do so.
In accordance with the UK Listing Rules, the maximum price which
may be paid for a share must not be more than the higher of:
(i) 5% above the average of the mid-market values of the shares
for the five business days before the purchase is made; and (ii) the
higher of the price of the last independent trade in the shares and
the highest then current independent bid for the shares on the
London Stock Exchange. The minimum price which may be paid
will be 25p per share, this being the nominal value of a share. In
making purchases, the Company will deal only with member firms
of the London Stock Exchange.
The Company will finance the purchase of ordinary shares by
using its existing cash balance or borrowing facilities or by selling
securities in the Company’s portfolio.
The Directors might consider holding repurchased shares as
treasury shares with a view to possible resale.
Special Resolution 15: Notice Period for General Meetings
The Shareholder Rights Directive increased the notice period
for general meetings of companies to 21 days unless certain
conditions are met in which case it may be 14 days’ notice.
A shareholders’ resolution is required to ensure that the
Company’s general meetings (other than Annual General
Meetings) may be held on 14 days’ notice. Accordingly, Special
Resolution 14 will propose that the period of notice for general
meetings of the Company (other than AGMs) shall not be less
than 14 days’ notice. It is intended that this flexibility will be
used only where the Board believes it is in the best interests of
shareholders as a whole, and an explanation will be provided.
The Directors have carefully considered all the resolutions
proposed in the Notice of AGM and, in their opinion, consider
them all to be in the best interests of shareholders as a whole.
The Directors therefore recommend that shareholders vote in
favour of each resolution as they intend to do in respect of their
own beneficial holdings.
By order of the Board
SANNE FUND SERVICES (UK) LIMITED /
COMPANY SECRETARY / 25 MAY 2022