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INVESCO SELECT TRUST PLC — AGM Information 2024
Apr 18, 2024
4860_rns_2024-04-18_17e2bfb6-06e1-414d-8e56-3530cf35cb83.pdf
AGM Information
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Company No. 05916642
THE COMPANIES ACT 2006
COMPANY LIMITED BY SHARES
SPECIAL BUSINESS RESOLUTIONS
OF
INVESCO SELECT TRUST PLC
PASSED ON 27 MARCH 2024
At a General Meeting of Invesco Select Trust plc held at 43-45 Portman Square, London W1H 6LY on Wednesday 27 March 2024 the following resolutions we passed on a poll as special resolutions, each such resolution becoming effective from 16 April 2024:
SPECIAL RESOLUTIONS:
Restructuring – full proposals
- THAT, subject to the passing of each of the Class Meeting Resolutions at each of the relevant Class Meetings to be held at 2.45 p.m., 3.00 p.m., 3.15 p.m. and 3,30 p.m. respectively on 27 March 2024 (or any adjournment thereof) and Admission of the resulting Global Shares to listing on the premium listing category of the Official List and to trading on the Main Market of the London Stock Exchange,
1.1 each UK Equity Share of 1 pence nominal value in the capital of the Company held by each UK Equity Shareholder be reclassified as: (i) such number of Global Shares as shall be required in accordance with the Calculation Ratio or as near thereto as the Directors determine is practicable rounded down to the nearest whole number (provided that any assets representing a fraction of a Share will be retained by the Company and represent an accretion to its assets) and (ii) such number of Deferred Shares of 1 pence nominal value each as shall be required as a result of the Calculation Ratio;
1.2 each Balanced Risk Share of 1 pence nominal value in the capital of the Company held by each Balanced Risk Shareholder be reclassified as: (i) such number of Global Shares as shall be required in accordance with the Calculation Ratio or as near thereto as the Directors determine is practicable rounded down to the nearest whole number (provided that any assets representing a fraction of a Share will be retained by the Company and represent an accretion to its assets) and (ii) such number of Deferred Shares of 1 pence nominal value each as shall be required as a result of the Calculation Ratio;
1.3 each Managed Liquidity Share of 1 pence nominal value in the capital of the Company held by each Managed Liquidity Shareholder be reclassified as: (i) such number of Global Shares as shall be required in accordance with the Calculation Ratio or as near thereto as the Directors determine is practicable rounded down to the nearest whole number (provided that any assets representing a fraction of a Share will be retained by the Company and represent an accretion to its assets) and (ii) such number of Deferred Shares of 1 pence nominal value each as shall be required as a result of the Calculation Ratio;
1.4 the New Articles produced to the meeting and initialled by the Chair for the purposes of identification be approved and adopted as the New Articles of the Company in substitution for, and to the exclusion of, the existing Articles with effect from Admission;
1.5 the Deferred Shares arising from the reclassification of any of the UK Equity Shares, Balanced Risk Shares and Managed Liquidity be repurchased by the Company immediately upon their creation out of its distributable reserves for the aggregate consideration of 1 pence and immediately cancelled.
Restructuring – UK Equity reclassification only
- THAT, subject to the passing of the Global Share Class Meeting Resolution and UK Equity Share Class Meeting Resolution at each of the relevant Class Meetings to be held at 2.45
p.m. and 3.00 p.m. respectively on 27 March 2024 (or any adjournment thereof) and Admission of the resulting Global Shares to listing on the premium listing category of the Official List and to trading on the Main Market of the London Stock Exchange:
2.1 each UK Equity Share of 1 pence nominal value in the capital of the Company held by each UK Equity Shareholder be reclassified as: (i) such number of Global Shares as shall be required in accordance with the Calculation Ratio or as near thereto as the Directors determine is practicable rounded down to the nearest whole number (provided that any assets representing a fraction of a Share will be retained by the Company and represent an accretion to its assets) and (ii) such number of Deferred Shares of 1 pence nominal value each as shall be required as a result of the Calculation Ratio; and
2.2 the Deferred Shares arising from the reclassification of any of the UK Equity Shares be repurchased by the Company immediately upon their creation out of its distributable reserves for the aggregate consideration of 1 pence and immediately cancelled.
Restructuring – UK Equity and Balanced Risk reclassification only
- THAT, subject to the passing of the Global Share Class Meeting Resolution and UK Equity Share Class Meeting Resolution at each of the relevant Class Meetings to be held at 2.45 p.m. and 3.00 p.m. respectively on 27 March 2024 (or any adjournment thereof) and Admission of the resulting Global Shares to listing on the premium listing category of the Official List and to trading on the Main Market of the London Stock Exchange, and in relation to the reclassification (if any) of Balanced Risk Shares only, subject to the passing of the Balanced Risk Share Class Meeting Resolution at the Balanced Risk Share Class Meeting to be held at 3.15 p.m. on 27 March 2024 (or any adjournment thereof):
3.1 each UK Equity Share of 1 pence nominal value in the capital of the Company held by each UK Equity Shareholder be reclassified as: (i) such number of Global Shares as shall be required in accordance with the Calculation Ratio or as near thereto as the Directors determine is practicable rounded down to the nearest whole number (provided that any assets representing a fraction of a Share will be retained by the Company and represent an accretion to its assets) and (ii) such number of Deferred Shares of 1 pence nominal value each as shall be required as a result of the Calculation Ratio;
3.2 each Balanced Risk Share of 1 pence nominal value in the capital of the Company held by each Balanced Risk Shareholder be reclassified as: (i) such number of Global Shares as shall be required in accordance with the Calculation Ratio or as near thereto as the Directors determine is practicable rounded down to the nearest whole number (provided that any assets representing a fraction of a Share will be retained by the Company and represent an accretion to its assets) and (ii) such number of Deferred Shares of 1 pence nominal value each as shall be required as a result of the Calculation Ratio; and
3.3 the Deferred Shares arising from the reclassification of any of the UK Equity Shares and Balanced Risk be repurchased by the Company immediately upon their creation out of its distributable reserves for the aggregate consideration of 1 pence and immediately cancelled.
Restructuring – UK Equity and Managed Liquidity reclassification only
- THAT, subject to the passing of the Global Share Class Meeting Resolution and UK Equity Share Class Meeting Resolution at each of the relevant Class Meetings to be held at 2.45 p.m. and 3.00 p.m. respectively on 27 March 2024 (or any adjournment thereof) and Admission of the resulting Global Shares to listing on the premium listing category of the Official List and to trading on the Main Market of the London Stock Exchange, and in relation to the reclassification (if any) of Managed Liquidity Shares only, subject to the passing of the Managed Liquidity Share Class Meeting Resolution at the Managed Liquidity Share Class Meeting to be held at 3.30 p.m. on 27 March 2024 (or any adjournment thereof):
4.1 each UK Equity Share of 1 pence nominal value in the capital of the Company held by each UK Equity Shareholder be reclassified as: (i) such number of Global Shares as shall be required in accordance with the Calculation Ratio or as near thereto as the Directors determine is practicable rounded down to the nearest whole number (provided that any
assets representing a fraction of a Share will be retained by the Company and represent an accretion to its assets) and (ii) such number of Deferred Shares of 1 pence nominal value each as shall be required as a result of the Calculation Ratio;
4.2 each Managed Liquidity Share of 1 pence nominal value in the capital of the Company held by each Managed Liquidity Shareholder be reclassified as: (i) such number of Global Shares as shall be required in accordance with the Calculation Ratio or as near thereto as the Directors determine is practicable rounded down to the nearest whole number (provided that any assets representing a fraction of a Share will be retained by the Company and represent an accretion to its assets) and (ii) such number of Deferred Shares of 1 pence nominal value each as shall be required as a result of the Calculation Ratio; and
4.3 the Deferred Shares arising from the reclassification of any of the UK Equity Shares and Managed Liquidity be repurchased by the Company immediately upon their creation out of its distributable reserves for the aggregate consideration of 1 pence and immediately cancelled.
Tender Offers and Company Market Purchase
- THAT, subject to the passing of Resolution 1 and each of the Class Meeting Resolutions to be held at 2.45 p.m., 3.00 p.m., 3.15 p.m. and 3.30 p.m. respectively on 27 March 2024 (or any adjournment thereof) and satisfaction of any Conditions of the Tender Offers in accordance with Part 4 of the Circular, and
5.1 without prejudice to and in addition to, and not in substitution for, any existing authorities, the Company be and hereby are authorised for the purpose of section 701 of the Companies Act to make market purchases (within the meaning of section 693 of the Companies Act) of its UK Equity Shares of 1 pence each, Balanced Risk Shares of 1 pence each and Managed Liquidity Shares of 1 pence each (together the Shares):
(a) the maximum number of Shares hereby authorised to be purchased is:
(i) 10,000,000 UK Equity Shares;
(ii) 4,100,000 Balanced Risk Shares; and
(iii) 1,320,000 Managed Liquidity Shares;
(b) the price which shall be paid for a Share shall be the Tender Price (as defined in the Circular) (which shall be both the maximum and the minimum price for the purposes of section 701 of the Companies Act); and
(c) unless previously renewed, revoked or varied the authority hereby conferred shall expire at midnight on 31 May 2024 save that the Company may before such expiry make a contract or contracts to purchase Shares under the authority hereby conferred prior to the expiry of such authority which will or may be completed or executed wholly or partly after such expiry and may make a purchase of Shares in pursuance of any such contract or contracts.
UK Equity Share Class Tender Offer only
- THAT, subject to the passing of Resolution 2, the Global Share Class Meeting Resolution and UK Equity Share Class Meeting Resolution at each of the relevant Class Meetings to be held at 2.45 p.m. and 3.00 p.m. respectively on 27 March 2024 (or any adjournment thereof) and satisfaction of any Conditions of the Tender Offers in accordance with Part 4 of the Circular:
6.1 without prejudice to and in addition to, and not in substitution for, any existing authorities, the Company be and hereby are authorised for the purpose of section 701 of the Companies Act to make market purchases (within the meaning of section 693 of the Companies Act) of its UK Equity Shares of 1 pence each (together the Shares):
(a) the maximum number of Shares hereby authorised to be purchased is 10,000,000 UK Equity Shares;
(b) the price which shall be paid for a Share shall be the Tender Price (as defined in the Circular) (which shall be both the maximum and the minimum price for the purposes of section 701 of the Companies Act); and
(c) unless previously renewed, revoked or varied the authority hereby conferred shall expire at midnight on 30 June 2024 save that the Company may before such expiry make a contract or contracts to purchase Shares under the authority hereby conferred prior to the expiry of such authority which will or may be completed or executed wholly or partly after such expiry and may make a purchase of Shares in pursuance of any such contract or contracts.
Balanced Risk Share Class Tender Offer only
- THAT, subject to the passing of Resolution 3, the Global Share Class Meeting Resolution and UK Equity Share Class Meeting Resolution at each of the relevant Class Meetings to be held at 2.45 p.m. and 3.00 p.m. respectively on 27 March 2024 (or any adjournment thereof) and satisfaction of any Conditions of the Tender Offers in accordance with Part 4 of the Circular, and in relation to the Tender Offer for Balanced Risk Shares only, subject to the passing of the Balanced Risk Share Class Meeting Resolution at the Balanced Risk Share Class Meeting to be held at 3.15 p.m. on 27 March 2024 (or any adjournment thereof);
7.1 without prejudice to and in addition to, and not in substitution for, any existing authorities, the Company be and hereby are authorised for the purpose of section 701 of the Companies Act to make market purchases (within the meaning of section 693 of the Companies Act) of its Balanced Risk Shares of 1 pence each (together the Shares):
(a) the maximum number of Shares hereby authorised to be purchased is 4,100,000 Balanced Risk Shares.
(b) the price which shall be paid for a Share shall be the Tender Price (as defined in the Circular) (which shall be both the maximum and the minimum price for the purposes of section 701 of the Companies Act); and
(c) unless previously renewed, revoked or varied the authority hereby conferred shall expire at midnight on 30 June 2024 save that the Company may before such expiry make a contract or contracts to purchase Shares under the authority hereby conferred prior to the expiry of such authority which will or may be completed or executed wholly or partly after such expiry and may make a purchase of Shares in pursuance of any such contract or contracts.
Managed Liquidity Share Class Tender Offer only
- THAT, subject to the passing of Resolution 4, the Global Share Class Meeting Resolution and UK Equity Share Class Meeting Resolution at each of the relevant Class Meetings to be held at 2.45 p.m. and 3.00 p.m. respectively on 27 March 2024 (or any adjournment thereof) and satisfaction of any Conditions of the Tender Offers in accordance with Part 4 of the Circular, and in relation to the Tender Offer for the Managed Liquidity Shares only, subject to the passing of the Managed Liquidity Share Class Meeting Resolution at the Managed Liquidity Share Class Meeting to be held at 3.30 p.m. on 27 March 2024 (or any adjournment thereof);
8.1 without prejudice to and in addition to, and not in substitution for, any existing authorities, the Company be and hereby are authorised for the purpose of section 701 of the Companies Act to make market purchases (within the meaning of section 693 of the Companies Act) of its Managed Liquidity Shares of 1 pence each (together the Shares):
(a) the maximum number of Shares hereby authorised to be purchased is 1,320,000 Managed Liquidity Shares.
(b) the price which shall be paid for a Share shall be the Tender Price (as defined in the Circular) (which shall be both the maximum and the minimum price for the purposes of
section 701 of the Companies Act); and
(c) unless previously renewed, revoked or varied the authority hereby conferred shall expire at midnight on 30 June 2024 save that the Company may before such expiry make a contract or contracts to purchase Shares under the authority hereby conferred prior to the expiry of such authority which will or may be completed or executed wholly or partly after such expiry and may make a purchase of Shares in pursuance of any such contract or contracts.
16 April 2024
Company No. 05916642
THE COMPANIES ACT 2006
COMPANY LIMITED BY SHARES
SPECIAL BUSINESS RESOLUTIONS
OF
INVESCO SELECT TRUST PLC
PASSED ON 27 MARCH 2024
At a General Meeting of the shareholders of the Global Equity Income Share Class of Invesco Select Trust plc held at 43-45 Portman Square, London W1H 6LY on Wednesday 27 March 2024 the following resolution was passed on a poll as a special resolution, such resolution becoming effective from 16 April 2024:
SPECIAL RESOLUTION
- THAT the passing and implementation of the Shareholder Resolutions at the General Meeting (or at any adjournment thereof) be and hereby are approved and THAT the Company be and hereby are authorised to use part of the Company's reserves attributable to the Global Share Class Portfolio to fund the Company's repurchase of Balanced Risk Shares and Managed Liquidity Shares under the Tender Offers.
16 April 2024
Company No. 05916642
THE COMPANIES ACT 2006
COMPANY LIMITED BY SHARES
SPECIAL BUSINESS RESOLUTIONS
OF
INVESCO SELECT TRUST PLC
PASSED ON 27 MARCH 2024
At a General Meeting of the shareholders of the Balanced Risk Allocation Share Class of Invesco Select Trust plc held at 43-45 Portman Square, London W1H 6LY on Wednesday 27 March 2024 the following resolution was passed on a poll as a special resolution, such resolution becoming effective from 16 April 2024:
SPECIAL RESOLUTION
- THAT the passing and implementation of the Shareholder Resolutions at the General Meeting (or at any adjournment thereof) be and hereby are approved.
16 April 2024
Company No. 05916642
THE COMPANIES ACT 2006
COMPANY LIMITED BY SHARES
SPECIAL BUSINESS RESOLUTIONS
OF
INVESCO SELECT TRUST PLC
PASSED ON 16 April 2024
At a General Meeting of the shareholders of the UK Equity Share Class of Invesco Select Trust plc held at 43-45 Portman Square, London W1H 6LY on Tuesday 16 April 2024 the following resolution was passed on a poll as a special resolution, such resolution becoming effective from 16 April 2024:
SPECIAL RESOLUTION
- THAT the passing and implementation of the Shareholder Resolutions at the General Meeting (or at any adjournment thereof) be and hereby are approved and THAT the Company be and hereby are authorised to use part of the Company's reserves attributable to the UK Equity Share Class Portfolio to fund the Company's repurchase of Balanced Risk Shares and Managed Liquidity Shares under the Tender Offers.
16 April 2024
Company No. 05916642
THE COMPANIES ACT 2006
COMPANY LIMITED BY SHARES
SPECIAL BUSINESS RESOLUTIONS
OF
INVESCO SELECT TRUST PLC
PASSED ON 16 April 2024
At a General Meeting of the shareholders of the Managed Liquidity Share Class of Invesco Select Trust plc held at 43-45 Portman Square, London W1H 6LY on Tuesday 16 April 2024 the following resolution was passed on a poll as a special resolution, such resolution becoming effective from 16 April 2024:
SPECIAL RESOLUTION
- THAT the passing and implementation of the Shareholder Resolutions at the General Meeting (or at any adjournment thereof) be and hereby are approved.
16 April 2024