267694 EdinburghIT AR 2024 WEB - Flipbook - Page 46
44 / GOVERNANCE / THE EDINBURGH INVESTMENT TRUST PLC
DIRECTORS’ REPORT / CONTINUED
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 fair 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 13: 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 29,330,443 ordinary shares as at 22 May 2024,
(being the last practicable day prior to the publication of this
Notice). 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 hold repurchased shares in treasury with a
view to possible resale.
Special Resolution 14: Shareholder approval to adopt new
Articles of Association (the ‘New Articles’) in order to update
the Company’s current Articles of Association (‘the Existing
Articles’).
The proposed amendments being introduced in the New
Articles are driven by a desire to modernise the Company’s
approach to shareholder dormancy and are summarised
below:
•
reducing the period during which dividends must be
unclaimed before they are forfeited from twelve (12)
years to eight (8) years;
•
reducing the period before which shareholders who have
not claimed or cashed dividends forfeit their shares from
twelve (12) years to eight (8) years;
•
removing the requirement to advertise in leading
newspapers when dealing with untraced shareholders,
and permit the Company to engage a professional asset
reunification company or other tracing agent to locate
untraced shareholders;
•
permit the Company to apply the proceeds of sale of
shares of untraced shareholders that have been forfeited
to charitable or good causes that the Board may decide;
•
updating the provisions dealing with how dividends are
paid, which will facilitate the removal of cheque as a
method to pay dividends over time; and
•
minor updating changes, including to execution of
documents electronically and explicitly providing
for directors’ meetings by video or similar form of
communication.
A copy of the New Articles, together with a blackline showing
amendments from the Existing Articles, will be available for
inspection on the Company’s website at www.edinburghinvestment-trust.co.uk/results-news-and-documents and on
the national storage mechanism, from the date of the AGM
Notice until the close of the AGM, and will also be available
for inspection at the venue of the AGM, being the Balmoral
Hotel in Edinburgh, from 15 minutes before and up until the
close of the AGM.
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 15 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 the 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
NSM FUNDS (UK) LIMITED
COMPANY SECRETARY / 24 MAY 2024
