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Jupiter Fund Mgmt - Result of General Meeting and AGM

RNS Number : 6652N
Jupiter Fund Management PLC
21 May 2020
 

21 May 2020

 

Jupiter Fund Management plc (the "Company")

 

Results of the General Meeting and the Annual General Meeting

The Board is pleased to announce the results of both the General Meeting, to approve the acquisition of Merian Global Investors Limited ("Merian"), and the Annual General Meeting ("AGM") of the Company held today, 21 May 2020, at The Zig Zag Building, 70 Victoria Street, London SW1E 6SQ.

All resolutions proposed at both the General Meeting and Annual General Meeting were passed by the requisite majorities.

Andrew Formica, Chief Executive, commented:

"We are delighted by the support from our shareholders for the acquisition of Merian, which reflects the strong strategic and financial rationale for the transaction.  Whilst completion of the acquisition remains conditional on a small number of provisions, including the receipt of customary regulatory approvals, this is an important milestone. We remain on track to complete the acquisition on, or as soon as possible after, 1 July 2020 and have been working closely with colleagues at Merian on the integration, which is progressing smoothly despite the lockdown."

Results of the General Meeting

Resolution

For

% of total votes cast

Against

% of total votes cast

Total votes cast

Votes withheld*

To approve the acquisition of Merian Global Investors Limited and authorise the Directors to allot the consideration shares

348,500,180

 

95.04

18,199,862

 

4.96

366,700,042

 

18,694,296

 

The results of the resolution proposed at the General Meeting, decided by way of poll, is set out below.

*Please note that 'vote withheld' is not a vote under English law and is not counted in the calculation of votes 'for' or 'against' a resolution, or in the 'percentage of total votes cast'.

A total of 385,394,338 shares, representing 84.2% of the issued share capital, was voted at the General Meeting.

 

Results of the AGM

The results of the AGM resolutions, all decided by way of poll, are set out below.

Resolutions

For

% of total votes cast

Against

% of total votes cast

Total votes cast

Votes withheld*

1. To receive the report of the Directors and the Accounts of the Company for the year ended 31 December 2019

382,003,896

99.38

2,393,575

0.62

384,397,471

920,630

2. To approve the Annual Remuneration Report for the year ended 31 December 2019

373,197,433

97.01

11,511,682

2.99

384,709,115

608,986

3. To elect Wayne Mepham as a Director

383,172,717

99.60

1,540,670

0.40

384,713,387

604,714

4. To elect Nichola Pease as a Director

378,640,163

98.92

4,125,554

1.08

382,765,717

2,552,384

5. To re-elect Jonathon Bond as a Director

382,742,126

99.49

1,963,488

0.51

384,705,614

612,487

6. To re-elect Edward Bonham Carter as a Director

380,559,404

98.92

4,163,344

1.08

384,722,748

595,353

7. To re-elect Andrew Formica as a Director

383,212,523

99.61

1,507,945

0.39

384,720,468

597,633

8. To re-elect Karl Sternberg as a Director

276,263,699

72.43

105,135,649

27.57

381,399,348

3,918,753

9. To re-elect Polly Williams as a Director

383,361,767

99.65

1,343,950

0.35

384,705,717

612,384

10. To re-elect Roger Yates as a Director

382,742,126

99.49

1,973,649

0.51

384,715,775

602,326

11. To re-appoint PricewaterhouseCoopers LLP as the Company's auditors

377,296,472

98.07

7,417,821

1.93

384,714,293

603,808

12. To authorise the Audit and Risk Committee to set the remuneration of the auditor

379,598,369

98.67

5,121,914

1.33

384,720,283

597,818

13. To authorise the Directors to allot shares in the Company

382,795,699

99.50

1,921,294

0.50

384,716,993

601,108

14. To authorise political donations and political expenditure

381,625,275

99.20

3,072,582

0.80

384,697,857

620,244

15. To authorise the Directors to disapply pre-emption rights

384,583,050

99.97

115,861

0.03

384,698,911

619,190

16. To authorise the Company to purchase its own shares

382,229,736

99.38

2,403,891

0.62

384,633,627

684,474

17. To approve general meetings (other than annual general meetings) of the Company being called on 14 clear days' notice

374,536,325

97.36

10,171,485

2.64

384,707,810

610,291

*Please note that 'vote withheld' is not a vote under English law and is not counted in the calculation of votes 'for' or 'against' a resolution, or in the 'percentage of total votes cast'.

A total of 385,318,101 shares, representing 84.2% of the issued share capital, was voted at the AGM.

 

The Board has considered the results of the AGM today and notes the level of votes cast against resolution 8, the re-election of Karl Sternberg, which received under 80% approval.  As previously disclosed, this is primarily driven by the votes of our largest shareholder, who applies a more stringent voting policy on directors' external commitments than is market practice.  Karl's external commitments are to listed investment trusts which require significantly less time commitment than a listed operating company.  The Board strongly supports Karl's re-appointment to the Board and throughout his tenure Karl has clearly demonstrated his commitment to the Company and ability to dedicate sufficient time to his duties. The Nomination Committee carefully monitor all directors external time commitments and would take appropriate action should concerns be identified.  In line with the requirements of the UK Governance Code, we will continue to engage with our major dissenting shareholders on this matter and provide the required updates on engagement. 

The issued share capital of the Company comprises 457,699,916 shares. Resolutions 15, 16 and 17 were passed as special resolutions.

The Company has today sent copies of the resolutions passed at the General Meeting and AGM concerning items other than ordinary business to the National Storage Mechanism and they are available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Details of proxy votes lodged will be available shortly on the Company's website at https://www.jupiteram.com/corporate/Investor-Relations/Shareholder-information/AGM-information

Jupiter Fund Management plc

LEI Number: 5493003DJ1G01IMQ7S28

For further information please contact:

 

Investors

Media

Jupiter

Lisa Daniels
+44 (0)20 3817 1664

Despina Constantinides
+44 (0)20 3817 1278

Powerscourt

Justin Griffiths
+44 (0)20 7250 1446

 


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Market Cap: £13.83 m
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