50 Aberdeen New India Investment Trust PLC
The Company Secretaries only act on behalf of the Board,
not the Manager, and there is no filtering of
communication. At each Board meeting the Board
receives full details of any communication from
shareholders to which the Chairman responds, as
appropriate, on behalf of the Board.
The Notice of AGM included within the Annual Report is
normally sent out at least 20 working days in advance of
the meeting. All shareholders have the opportunity to put
questions to the Board and Manager prior to the
Company’s AGM.
Annual General Meeting
The AGM will be held on 28 September 2022 and the AGM
Notice and related notes may be found on pages 97 to
101. Resolutions relating to the following items will be
proposed at the AGM as special business.
Continuation of the Company (Resolution 8)
In accordance with Article 166 of the Articles of
Association of the Company approved by shareholders on
23 September 2020, the Directors are required to propose
an Ordinary resolution at each AGM that the Company
continue as an investment trust. Accordingly, the Directors
are proposing, as ordinary resolution 8, that the Company
continue as an investment trust and recommend that
shareholders support the continuation of the Company.
Share Repurchases (Resolution 9)
At the AGM held on 9 September 2021, shareholders
approved the renewal of the authority for the Company to
repurchase its Ordinary shares.
The principal aim of a share buy-back facility is to reduce
the volatility in the Discount. In addition, the purchase of
shares, when they are trading at a Discount, should result
in an increase in the NAV per share for the remaining
shareholders. This authority, if conferred, will only be
exercised if to do so would result in an increase in the NAV
per share for the remaining shareholders, and if it is in the
best interests of shareholders generally. Any purchase of
shares will be made within guidelines established from
time to time by the Board. It is proposed to seek
shareholder authority to renew this facility for another
year at the AGM. Under the Listing Rules, the maximum
price that may be paid on the exercise of this authority
must not exceed the higher of: (i) 105% of the average of
the middle market quotations for the shares over the five
business days immediately preceding the date of
purchase; and (ii) the higher of the last independent trade
and the highest current independent bid on the trading
venue where the purchase is carried out. The minimum
price which may be paid is 25p per share. Shares which
are purchased under this authority will either be cancelled
or held as treasury shares.
Renewal of the authority to buy back shares is sought at
the AGM as the Board considers that this mechanism has
assisted in lowering the volatility of the discount reflected
in the Company’s share price and is also accretive, in NAV
terms, for continuing shareholders. Special resolution 9 in
the Notice of AGM will, if passed, renew the authority to
purchase in the market a maximum of 14.99% of shares in
issue as at 30 June 2022, being the nearest practicable
date to the approval of this Report (equivalent to
approximately 8.6 million Ordinary shares). Such authority
will expire on the date of the AGM in 2023 or on 30
September 2023, whichever is earlier. This means in effect
that the authority will have to be renewed at the next
AGM, or earlier, if the authority has been exhausted.
Issue of Shares (Resolutions 10 and 11)
Ordinary resolution 10 in the Notice of AGM will, if passed,
renew the authority to allot unissued share capital up to an
aggregate of 5%, equivalent to approximately 2.9 million
Ordinary shares, of the Company’s existing issued share
capital, excluding treasury shares, as at 30 June 2022,
being the nearest practicable date to the approval of this
Report). Such authority will expire on the date of the AGM
in 2023 or on 30 September 2023, whichever is earlier,
which means that the authority will have to be renewed
at the next AGM or, earlier, if the authority has
been exhausted.
When shares are to be allotted for cash, the Companies
Act 2006 (the “Act”) provides that existing shareholders
have pre-emption rights and that the new shares must be
offered first to such shareholders in proportion to their
existing holding of shares. However, shareholders can, by
Special resolution, authorise the Directors to allot shares
otherwise than by a pro rata issue to existing shareholders.
Special resolution 11 will, if passed, give the Directors
power to allot for cash equity securities up to 5%
(equivalent to approximately 2.9 million Ordinary shares),
of the Company’s existing issued share capital as at 30
June 2022, being the nearest practicable date to the
approval of this Report), as if Section 561(1) of the Act did
not apply. This is the same nominal amount of share
capital which the Directors are seeking the authority to
allot pursuant to resolution 10.
This authority will expire on the date of the AGM in 2023 or
on 30 September 2023, whichever is earlier, which means
that the authority will have to be renewed at the next AGM
or, earlier, if the authority has been exhausted. This
authority will not be used in connection with a rights issue
by the Company.
The Directors intend to use the authorities given by
resolutions 10 and 11 to allot shares, or sell shares from
treasury, and disapply pre-emption rights only in
circumstances where this will be clearly beneficial to
shareholders as a whole. The issue proceeds would be
available for investment in line with the Company’s
investment policy.
The Company is permitted to buy back and hold shares in
treasury and then sell them at a later date for cash, rather
than cancelling them. The Treasury Share Regulations
require such sale to be on a pre-emptive, pro rata, basis to
existing shareholders unless shareholders agree by
Directors’ Report
Continued