Bankers Investment Trust says that “Following discussions with shareholders since the publication of the company’s Annual General Meeting Notice dated 15 January 2025, and given that market circumstances have changed, the board has decided to withdraw Resolution 15 from the agenda of the Annual General Meeting, to be held at 12 noon on Tuesday 25 February 2025. Resolution 15 relates to the adoption of amended Articles of Association.”
The text of the resolution was quite short but the explanatory text in the notice of AGM explains what was happening. A company’s Articles set out the rules for the way that it operates. In Bankers’ case, there are a few things that don’t really apply to an investment company that sit in the existing Articles and Bankers wanted to remove these – this isn’t controversial. Examples include rules around appointing a managing director, and setting rules around pension contributions – not needed as Bankers had no plans to have executive directors.
Then there were a bunch of new provisions clearly aimed at pre-empting an attack by Saba along the lines of its original attempt to grab assets under management. They increased the minimum number of directors from three to five, a rule to say that a majority of independent shareholders must approve the appointment of a director representing a significant shareholder, rules around what happens if all the directors are voted off in one go, and a rule requiring that independent shareholders would need to approve a significant shareholder as the manager. Finally, there was a rule saying that the company could refuse to register shares in a shareholder’s name if it meant that the company would be subject to obligations under US securities laws – this is to prevent US shareholders owning a majority of the voting rights.
[What isn’t clear to me is why certain shareholders weren’t happy to even vote on these proposals. They would have needed 75% approval to go through and I guess the board felt it would lose. If we find out more about the underlying arguments, we’ll let you know.]
BNKR : Bankers withdraws anti-Saba proposal
