AGM Information • Feb 21, 2023
AGM Information
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
If you are in any doubt as to the action you should take, you are recommended to seek your own independent financial advice from a stockbroker, bank manager, solicitor, accountant, or other financial adviser authorised under the Financial Services and Markets Act 2000.
If you have sold or otherwise transferred all of your ordinary shares in Polar Capital Global Financials Trust plc please send this Notice of Annual General Meeting, together with the accompanying documents, as soon as possible to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee.
(incorporated and registered in England and Wales under number 8534332 and registered as an investment company under Section 833 of the Companies Act 2006 (the 'Act'))
to be held at 11.30 a.m. on Thursday, 30 March 2023 at 16 Palace Street, London, SW1E 5JD
The nearest tube stations are Victoria and St. James's Park
Please allow time to pass through registration and security.
A form of proxy for ordinary Shareholders is provided for use at the Annual General Meeting. To be valid, the form of proxy should be completed and returned in accordance with the instructions thereon to Equiniti Limited at Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA as soon as possible but in any event so as to arrive not later than 48 hours before the time appointed for holding the Meeting (excluding non-working days).
You are encouraged to complete and submit your form of proxy as soon as possible. Appointment of a proxy will not prevent you from attending and voting at the meeting if you subsequently find that you are able to do so.
(incorporated and registered in England and Wales under number 8534332 and registered as an investment company under Section 833 of the Companies Act 2006)
Robert Kyprianou (Chair) 16 Palace Street Susie Arnott London Simon Cordery SW1E 5JD Angela Henderson Cecilia McAnulty
Directors: Registered Office
20 February 2023
To the holders of ordinary shares
I have the pleasure in inviting Ordinary Shareholders to the Company's forthcoming Annual General Meeting ('AGM') which is being held at 11.30 a.m. on Thursday, 30 March 2023 at the offices of Polar Capital, 16 Palace Street, London, SW1E 5JD. Enclosed with this letter is your formal notice of AGM ('Notice of AGM') set out on pages 7 and 8 of this document and a form of proxy.
We have been considering the structure of our AGMs post COVID-19 and, given the difficulty many non-London based Shareholders experience in travelling to the AGM, and that historically physical attendance has been minimal, we have decided to separate the formal business and the Managers' investment update. We will hold the formal business in person as per the requirements of the Articles of Association, which will require, as a minimum, a quorum of members to be present. Ahead of the formal business of the meeting, we will provide a recording of the Investment Managers' presentation on the Company's website as we are aware that many Shareholders are particularly interested in the Company's portfolio and its performance. We estimate that the Managers' presentation will be uploaded to the website in mid-March 2023 to give Shareholders time to consider the content ahead of the deadline to submit their proxy votes on the formal business. Once available, we will release a market announcement to invite shareholders and guests to listen to the recording and view the slides. As the AGM will only cover formal business, please note that there will be no live Manager's presentation at the meeting and refreshments will be limited to tea, coffee and biscuits.
The Board believes that shareholder engagement remains important, especially in the current market conditions and is keen that the AGM be a participative event for all Shareholders who attend. Shareholders are encouraged to send any questions ahead of the AGM to the Board via the Company Secretary at [email protected] stating the subject matter as PCFT-AGM. Questions will be answered either directly or via the website. The formal business meeting will be attended by the Board, including the Committee Chairs, and the Managers, all of whom will be available to respond to questions and concerns from Shareholders prior to and during the meeting. This will also be an opportunity to meet the Chair-elect, Simon Cordery, who will replace me as Chair immediately following the AGM.
All voting at the formal business meeting will be conducted on a Poll; you are therefore encouraged to submit your votes by proxy ahead of the meeting in accordance with the notes to the Notice of AGM on page 9. If you would like to vote on the resolutions in person but cannot attend the AGM, you can appoint a proxy to exercise all or any of your rights to attend, vote and speak at the AGM by using one of the methods set out in the notes to the Notice of AGM and noted on the reverse of the Proxy Card.
The purpose of this letter is to explain the business to be considered at the AGM.
The Annual Report and Audited Financial Statements for the year ended 30 November 2022 will be presented to the AGM. The Annual Report has been sent to Shareholders and is available from the Company's website. Shareholders will be given an opportunity at the meeting to ask questions or can submit questions on the Annual Report and Financial Statements by email as detailed above.
Resolution 2 seeks Shareholder approval to renew the forward looking Remuneration Policy which lasts up to three years. The current Policy was approved at the 2020 AGM and will expire on 30 November 2023 unless renewed. The policy being proposed has not changed from that which was approved in 2020 and if approved by Shareholders, the Remuneration Policy will remain in force until 30 November 2026.
Resolution 3 seeks approval, on an advisory basis, of the Remuneration Implementation Report, which looks back at the remuneration paid to the Directors for the year ended 30 November 2022.
In accordance with the AIC Code of Corporate Governance, it is recommended that all Directors retire annually and, with the support of the Board, stand for re-election by Shareholders annually. Accordingly, all Directors with the exception of myself will be standing for election or re-election at the Company's AGM. I am not standing for re-election at the AGM as I have reached my tenure and will retire from the Board at the conclusion of the AGM. Susie Arnott and Angela Henderson will be standing for election, with the AGM being the first since their appointment as Directors on 1 December 2022. Biographies of all of the Directors can be found on pages 12 and 13 of the Annual Report.
The Board has confirmed, following a performance review that the Directors standing for election or re-election continue to perform effectively and demonstrate commitment to their roles. The Board also considered the specific reasons why each Director's contribution is, and continues to be, important to the Company's long-term sustainable success, in accordance with the AIC Code, these are set out below:
Simon Cordery – Simon has extensive wealth management and marketing experience and detailed knowledge of the investment trust market having previously held the position of Head of Investor Relations & Sales for BMO Global's Investment Trust business. Simon actively participates in meetings and brings a new approach to investor and shareholder engagement with the ability to share expertise with the sales and marketing team of Polar Capital. Simon's re-election as a non-executive Director is supported by the Board and the Managers. Simon has, subject to election by shareholders, agreed to succeed me as Chair of the Board at the conclusion of the AGM.
Cecilia McAnulty – Cecilia brings to the Board her experience of other investing strategies, including debt markets which are intrinsically linked to the functioning and health of financial companies globally. In addition, her qualification as a Chartered Accountant and her knowledge and previous experience as Audit Chair of a UK investment trust is highly relevant. Cecilia's re-election as a non-executive Director is supported by the Board and the Managers.
Susie Arnott – Susie started her career in fund management over 20 years ago and was primarily focused on the financial sector; including periods focused on emerging markets investments and global financials portfolios. She also spent a number of years working in 'impact Investing', combining her experience and passion for social investment and impact measurement. In her current role, Susie continues to focus on investment with a global impact incorporating ESG as a mainstream consideration. Susie's election as a nonexecutive Director is supported by the Board and the Managers.
Angela Henderson – Angela is an experienced non-executive director with more than 25 years experience in the financial sector. A solicitor who specialised in corporate law before moving into the markets divisions of Deutsche Bank and later Barclays, Angela now has almost 10 years non-executive experience. Angela brings experience from a range of non-executive roles with companies and organisations in the asset management, technology, public and not-for-profit sectors. Angela's election as a non-executive Director is supported by the Board and the Managers.
The Company will aim to pay two interim dividends in respect of each full financial year. Despite the market volatility during the financial year under review, the Board has been able to marginally increase the total dividend for the year to 4.45p. It continues to be the aim of the Company to maintain an income and growth mandate and the Board will utilise reserves to support the dividend where necessary.
The interim dividends will not necessarily be of equal amounts because the dividends from the Company's underlying investments are expected to arrive irregularly throughout the financial year.
Resolution 9 relates to the re-appointment of PricewaterhouseCoopers LLP as the Company's independent auditors to hold office until the next Annual General Meeting of the Company.
Resolution 10 authorises the Directors to determine the remuneration of the Auditors.
Resolution 11 deals with the Directors' authority to allot ordinary shares. At last year's Annual General Meeting, the Directors were given authority to allot ordinary shares in the capital of the Company up to a maximum nominal value of £809,750, representing approximately 10 per cent of the Company's then issued ordinary share capital.
Resolution 11 will, if passed, renew the authority to allot ordinary shares given to the Directors on broadly the same terms in respect of 32,460,400 ordinary shares with a nominal value of £1,623,020 representing approximately 10 per cent of the Company's issued ordinary share capital on 16 February 2023, or such other number representing 10 per cent of the issued ordinary share capital at the date of the meeting. Unless renewed or revoked earlier, the power will last until the end of the next AGM of the Company.
Resolution 12 will give the Directors power to allot ordinary shares pursuant to the authority granted under Resolution 11 for cash without, in certain circumstances, being required to comply with the pre-emption rights in the Act. In particular, this power will permit the Directors to allot in aggregate ordinary shares up to a maximum nominal value of £1,623,020 representing approximately 10 per cent of the issued ordinary share capital of the Company as at 16 February 2023, or such other number representing 10 per cent of the issued ordinary share capital at the date of the meeting, for cash otherwise than in connection with an offer to existing Shareholders. This authority also permits the Directors to sell any such shares held in treasury. Unless renewed or revoked earlier, the authority conferred by Resolution 12 will expire upon the expiry of the general authority conferred in Resolution 11.
The Directors' policy on the issue of new ordinary shares is for the net issue price (after an allocation of costs) to be above the fully diluted Net Asset Value ('NAV') per share. Any re-issue of shares from treasury will follow institutional guidelines but it is not anticipated that such shares would be re-issued at prices below NAV.
The Directors consider that renewing the Company's share allotment authority to a limited extent and disapplying pre-emption rights in respect of such allotment is advantageous for Shareholders on the basis that (a) any ordinary shares issued for cash will be at a price that will be in excess of NAV and should therefore enhance NAV for existing Shareholders (over the longer term); (b) a larger capital base should result in a lower ongoing charges ratio for the Company because of the fixed element of costs; and (c) the increased number of ordinary shares should improve their liquidity. The Directors further believe that having the ability to ensure a ready supply of ordinary shares to the market should assist in avoiding the creation of an excessive and unsustainable premium over NAV, which could increase the risks for new investors.
Such authority will expire at the conclusion of the AGM to be held in 2024. Since the AGM in April 2022, and up to 16 February 2023 790,000 ordinary shares have been issued.
Resolution 13 renews the authority granted to the Company to buy back its own ordinary shares in the market as permitted by the Companies Act 2006.
On 7 April 2020, the Company was given authority to buy back up to 100 per cent. of the issued Ordinary Shares in connection with the Company reconstruction and tender offer. Under such authority the Company bought back 79,159,235 Ordinary Shares which were then placed into treasury.
At the AGM held on 7 April 2022, the Company was given authority to make market purchases of up to 14.99 per cent of the Company's ordinary share capital. The Board wishes to renew this authority so that the Company will retain the flexibility to make market purchases of its own shares where the Board considers it desirable to do so. In the period from the 2022 AGM to 30 November 2022, the Company bought back 6,356,000 ordinary shares under the authority; in the period from 30 November 2022 up to and including 16 February 2023, 790,000 further shares were bought back.
The Directors believe that to make purchases of ordinary shares in the market at appropriate times and prices, is a suitable method of enhancing Shareholder value. Where the purchases of ordinary shares are made at prices below the prevailing NAV per share, this will enhance the fully diluted NAV for the remaining Shareholders. The Board therefore intends that purchases of ordinary shares would only be made at prices below the NAV.
The Company would, within guidelines set from time to time by the Board, make either a single purchase or a series of purchases, when market conditions are suitable, with the aim of maximising the benefits to Shareholders. The Board considers that it will be most advantageous to Shareholders for the Company to be able to make such purchases as and when it considers market conditions to be favourable and therefore does not propose to set a timetable for making any such purchases.
Resolution 13 provides that the number of ordinary shares that could be purchased does not exceed a maximum of 48,658,139 (representing approximately 14.99 per cent of the Company's issued ordinary share capital as at 16 February 2023), or such other number representing 14.99 per cent of the issued ordinary share capital at the date of the meeting. The resolution also sets the maximum price that may be paid by the Company at the higher of 105 per cent of the average middle-market quotation for an ordinary share on the five business days immediately preceding the date of the relevant purchase or the higher of the last independent trade and the highest independent bid. The minimum price to be paid will be 5p per ordinary share (being the nominal value per share).
The authority granted under Resolution 13 will last until the end of the next Annual General Meeting of the Company or until the whole of the relevant 14.99 per cent has been utilised, whichever is the earlier.
Under the Act, the Company is allowed to hold its own ordinary shares in treasury following a buy back, instead of cancelling them. This gives the Company the ability to re-sell treasury shares quickly and cost effectively and provides the Company with additional flexibility in the management of its capital base. Shares held in treasury have their voting and dividend rights suspended. If the Directors exercise the authority conferred by Resolution 13 the Company will have the option of either cancelling or holding in treasury any shares purchased in the market. The Directors will decide at the time of purchase which option to pursue. The Directors will have regard to any guidelines issued by investor groups at the time of any such purchase with respect to the holding or resale of treasury shares. As at 16 February 2023, the Company held 7,146,000 ordinary shares in treasury.
The formal Notice of the AGM is set out on pages 7 and 8 of this document.
The Board believes that the passing of the Resolutions 1–13 should help to promote the success of the Company and is in the best interests of the Company and its Shareholders as a whole. The Directors unanimously recommend that you vote in favour of the resolutions as they intend to do in respect of their own beneficial holdings which amount in aggregate to 193,662 shares, representing approximately 0.06 per cent of the total voting rights of the issued ordinary share capital of the Company.
If you are an ordinary Shareholder and would like to vote on the resolutions, you are encouraged to complete and return your proxy form to ensure your votes are counted within the poll, alternatively, you can appoint a proxy to exercise all or any of your rights to attend, vote and speak at the AGM by using one of the methods set out in the notes to the notice of AGM. You are therefore urged to return the enclosed form of proxy without delay.
Yours sincerely
Robert Kyprianou Chairman
(incorporated and registered in England and Wales under number 8534332 and registered as an investment company under Section 833 of the Companies Act 2006)
NOTICE IS HEREBY GIVEN that the tenth Annual General Meeting ('AGM') of the Company will be held at 11.30 a.m. on Thursday 30 March 2023 at 16 Palace Street, London SW1E 5JD to consider and, if thought fit, to pass Resolutions 1 to 11 as Ordinary Resolutions (an Ordinary Resolution is one that requires a majority in excess of 50 per cent of those present and voting to be passed) and to consider and, if thought fit, pass resolutions 12 and 13 as Special Resolutions (a Special Resolution is one that requires a majority of at least 75 per cent of those present and voting to be passed).
accordance with the rights attaching to such equity securities) subject in either case to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or legal or practical problems arising under the laws of any overseas territory or the requirements of any regulatory body or stock exchange or any other matter whatsoever; and
BY ORDER OF THE BOARD
Tracey Lago, FCG Polar Capital Secretarial Services Limited Company Secretary
20 February 2023
16 Palace Street London SW1E 5JD
If the Company is unable to determine the one which was last sent, the one which is last received shall be so treated. If the Company is unable to determine either which is last sent or which is last received, none of them shall be treated as valid in respect of that share. Voting on all resolutions will be conducted on a Poll. Every ordinary shareholder who is present in person at a general meeting of the Company, and every person (not being himself or herself a member entitled to vote) who is present as proxy for a member entitled to vote, shall have one vote for every share held by him or her.
The return of the form of proxy duly completed will not preclude a member from attending and voting in person at the Meeting. CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so by utilising the procedures described in the CREST Manual which can be viewed at www.euroclear.co.uk. CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a 'CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear UK & Ireland Limited's (EUI) specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the Company's agent (ID number RA19) by not later than 48 hours before the time appointed for the holding of the meeting (excluding non-working days i.e. by 28 March 2023).
For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the Company's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5) (a) of the Uncertificated Securities Regulations 2001.
right or does not wish to exercise it, he may have a right under such an agreement to give instructions to the member as to the exercise of voting rights.
The conditions are that:
The conditions are that:
(ii) a matter of business to be dealt with at the AGM; The relevant request must be made by:
For information on voting rights, including the total number of voting rights in the Company see above note 7.
Such request must be made in accordance with one of the following:
(c) a request signed by you stating your full name and address and providing evidence of the number of shares held sent by fax to 020 7227 2799, marked for the attention of the Company Secretary, Polar Capital Global Financials Trust Plc and stating PCFT AGM in the subject field.
Under section 360BA of the Companies Act 2006, a member may, subject to conditions, request confirmation that their vote on a resolution at a general meeting where a poll has been taken has been validly recorded and counted.
The conditions at that:
Upon receipt of the request, the Company must provide the information to the member as soon as reasonably practicable and in any event by the end of the period of 15 days beginning with whichever is the later of the first working day after the day on which:
(incorporated and registered in England and Wales, registered number 8534332, as an investment company within the meaning of Section 833 of the Companies Act 2006)
Registered office: 16 Palace Street, London, SW1E 5JD
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