AGM Information • Feb 16, 2024
AGM Information
Open in ViewerOpens in native device viewer
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'))
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 AGM. 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)
Simon Cordery (Chair) 16 Palace Street Susie Arnott London Angela Henderson SW1E 5JD Cecilia McAnulty
Directors: Registered Office
15 February 2024
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 2.00 p.m. on Thursday, 18 April 2024 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 6 and 7 of this document and a form of proxy.
Following the success of the 2023 AGM, we have once again decided to separate the formal business of the AGM and the Managers' investment update. We will therefore be holding the formal business in person (as per the requirements of the Articles of Association), which will require a quorum of members to be present at the meeting and will provide a recording of the Managers' 'Review of the Year and Outlook for 2024' on the Company's website ahead of the formal business meeting. Shareholders will also be able to watch the proceedings of the AGM live via Zoom Conference. Details of how to access the online link are provided below:
Meeting ID: 880 6142 8678 Passcode: 470032 Joining link: PCFT – AGM
We are aware that many Shareholders are particularly interested in the components and performance of the Company's portfolio and therefore estimate that the Managers' presentation will be uploaded to the website at the end of March 2024 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.
The Board believes that shareholder engagement remains important and is keen that the AGM be a participative event for all. Shareholders are encouraged to listen to the recording and review the Managers' presentation and 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.
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 pages 8 to 10. 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 2023 will be presented to the AGM. The Annual Report accompanies this Notice of AGM or 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 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 2023.
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 will be standing for re-election at the Company's AGM. Biographies of all of the Directors can be found on pages 8 and 9 of the Annual Report.
The Board has confirmed, following a performance review that the Directors standing for re-election continue to perform effectively and demonstrate commitment to their roles. The Board is aware that its current composition does not comply with the FCA's diversity requirements. To provide better information to Shareholders, the Board has provided enhanced disclosures in this year's Annual Report and Accounts. 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. Since assuming the role of the Chair, Simon has actively sought to engage with shareholders to understand any concerns and leads the Board with an inclusive and engaging manner. Simon's re-election as a Chair and non-executive Director is supported by the Board and the Manager.
Cecilia McAnulty – Cecilia brings to the Board her extensive experience of investing strategies. This is complemented by her current and previous NED roles, including chairing roles in Audit and Valuation Committees. As a NED of two other listed investment trusts, she is knowledgeable of the governance aspects of these vehicles and highly attuned to the need to act in the interest of investors. This experience and her qualification as a Chartered Accountant is viewed as highly relevant. Cecilia's re-election as a non-executive Director is supported by the Board and the Manager.
Susie Arnott – Susie was appointed to the Board in December 2022 and brings to the Board a wealth of investment management and ESG experience. Susie is currently Chair of the Management Engagement Committee and as part of this role has ensured that the Board is kept abreast of the latest ESG developments. Susie has been an advocate for clearer ESG reporting to both the Board and stakeholders ensuring that the quality of reporting remains at a high standard. Susie's re-election as a non-executive Director is supported by the Board and the Manager.
Angela Henderson – Angela was appointed to the Board on 1 December 2022 and is an experienced non-executive director with legal experience spanning over 20 years. Since joining the Board, Angela has been a keen participant in meetings bringing a new perspective to discussions. Angela's re-election as a non-executive Director is supported by the Board and the Manager.
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 4.55p. 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.
There is a requirement to appoint an auditor at each general meeting at which accounts are laid before the Company, with the expectation that the auditor will then hold office until the next such meeting. Shareholders are required to approve the appointment of the Company's auditor each year and to determine or authorise the Directors to determine the auditor's remuneration. Resolution 8 relates to the reappointment of PricewaterhouseCoopers LLP as the Company's independent auditors to hold office until the next AGM of the Company and Resolution 9 authorises the Directors to determine their remuneration.
Resolution 10 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 £1,623,020 representing approximately 10 per cent of the Company's then issued ordinary share capital.
Resolution 10 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 13 February 2024, 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 11 will give the Directors power to allot ordinary shares pursuant to the authority granted under Resolution 10 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 13 February 2024, 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 11 will expire upon the expiry of the general authority conferred in Resolution 10.
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 2025. Since the AGM in March 2023, and up to 13 February 2024 16,184,769 ordinary shares have been issued.
Resolution 12 renews the authority granted to the Company to buy back its own ordinary shares in the market as permitted by the Companies Act 2006.
At the AGM held on 30 March 2023, the Company was given authority to make market purchases of up to14.99 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 2023 AGM to 30 November 2023, the Company bought back 13,873,487 ordinary shares under the authority; in the period from 30 November 2023 up to and including 13 February 2024, 2,311,282 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 12 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 13 February 2024), 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 12 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 12 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 13 February 2024, the Company held 25,199,595 ordinary shares in treasury.
The formal Notice of the AGM is set out on pages 6 and 7 of this document.
The Board believes that the passing of the Resolutions 1–12 should help to promote the success of the Company and are 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 101,358 shares, representing approximately 0.07 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
Simon Cordery Chair
(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 eleventh Annual General Meeting ('AGM') of the Company will be held at 2.00 p.m. on Thursday 18 April 2024 at 16 Palace Street, London, SW1E 5JD to consider and, if thought fit, to pass Resolutions 1 to 10 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 11 and 12 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).
territory or the requirements of any regulatory body or stock exchange or any other matter whatsoever; and
Jumoke Kupoluyi, ACG Polar Capital Secretarial Services Limited Company Secretary
15 February 2024
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 16 April 2024).
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.
Therefore, the total voting rights in the Company is 306,550,405.
electronic communication it sends out but the Company cannot accept responsibility for loss or damage arising from the opening or use of any email or attachments from the Company and recommend that the Shareholders subject all messages to virus checking procedures prior to use. Any electronic communication received by the Company, including the lodgement of an electronic proxy form, that is found to contain any virus will not be accepted.
The conditions are that:
The conditions are that:
(b) must identify the matter of business by either setting it out in full or, if supporting a statement sent by another member, clearly identifying the matter of business which is being supported;
(c) must be accompanied by a statement setting out the grounds for the request;
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 9.
Such request must be made in accordance with one of the following:
(a) a hard copy request signed by you stating your full name and address and providing evidence of the number of shares held sent to the Company Secretary, Polar Capital Global Financials Trust Plc, 16 Palace Street, London SW1E 5JD.
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
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.