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Capital Structure
Issue of Shares
At the AGM held on 15 September 2022, the Directors were
authorised to issue equity securities up to an aggregate
nominal amount of £610,736 (being approximately 10% of
the issued Ordinary share capital).
The Company was also authorised to disapply
pre-emption rights in respect of equity securities and
to issue equity securities for cash up to an aggregate
nominal amount equal to £610,736 (being approximately
10% of the issued Ordinary share capital).
Purchase of Own Shares
At the AGM held on 15 September 2022, the Directors were
granted the authority to buy back up to 91,549,383 Ordinary
shares, being 14.99% of the Ordinary shares in issue at the
time of the passing of the resolution.
During the year, the Board maintained the Company's
share buyback programme, under which a total of
6,050,000 shares have been purchased into treasury for an
aggregate amount of £4,624,947.50 (nominal value £60,500,
representing 0.97%) as at 31 March 2023.
The authority to buy back up to 91,549,383 shares will
expire at the conclusion of the next AGM of the Company
or on 30 September 2023, whichever is earlier, when
a resolution for its renewal will be proposed. Further
information will be contained in the Notice of AGM, which
will be circulated to shareholders in due course.
Current Share Capital
As at 31 March 2023, there were 622,461,380 Ordinary
shares in issue, of which 16,075,000 shares were held in
treasury, representing 2.6% of the Company's total issued
share capital. The total voting rights of the Company as at
31 March 2023 was 606,386,380.
Shareholder Rights
Ordinary Shares
Each Ordinary shareholder is entitled to one vote
on a show of hands and, on a poll, to one vote for
every Ordinary share held. The right to attend and
vote at general meetings of the Company may be
restricted where a shareholder has failed to provide
information pursuant to a notice served under section
793 of the Companies Act 2006. The Ordinary shares
carry the right to receive dividends declared by the
Company. Provided the Company has satisfied all of
its liabilities, during a winding-up of the Company,
the holders of Ordinary shares are entitled to all of the
surplus assets of the Company.
Transfers of Shares
There is no restriction on the transfer of the Company’s
shares other than transfers to more than four joint
transferees and transfers of shares which are not fully
paid up or where the transferor or any other person whom
the Company reasonably believes to be interested in the
transferor’s shares has been duly served with a notice
pursuant to section 793 of the Companies Act 2006.
There are no special rights with regard to control attached
to securities; no agreements between holders of securities
regarding their transfer known to the Company; and no
agreements which the Company is party to that might
affect its control following a successful takeover bid.
Articles of Association
The Company’s Articles of Association may only be
amended by a special resolution at a general meeting of
the shareholders.
As at the date of signing this Report, the total voting
rights of the Company was 606,386,380.
Management Arrangements
Investment Adviser
The Board has appointed the Investment Adviser, Civitas
Investment Management Limited, to provide investment
advice and to asset manage the property portfolio and the
associated day-to-day activities, including management
of tenanted properties and marketing activities. CIM is a
specialist investor in social housing property, with a focus
on specialist social housing, and has extensive experience
in social housing and real estate investment.
The duties of CIM include the sourcing of investment
opportunities that meet the investment criteria of the
Company, controlling the acquisition of approved
properties, asset management of all properties within
the portfolio, ongoing monitoring of the properties and
tenants, maintaining compliance with all relevant rules
and regulations, and providing marketing and investor
relations services to the Company.
Details of the fees payable to the Investment Adviser are
described in note 8.0 of the financial statements. The
basis for the calculation of the Investment Adviser’s fees is
based upon the IFRS NAV.
The agreement with CIM is terminable on not less than
12 months’ notice by either party, such notice not to expire
earlier than 30 May 2025.
The performance of the Investment Adviser has
been reviewed on an ongoing basis throughout the
period by the Board at its quarterly meetings. A formal
annual evaluation is also carried out by the Audit and
Management Engagement Committee.
The Board considers a number of factors including
investment performance, the quality and quantity of
investment opportunities presented, the skills and
experience of key staff and the capability and resources
of the Investment Adviser to deliver satisfactory
performance for the Company. The Board is satisfied with
the performance of the Investment Adviser and considers
its continued appointment to be in the best interests of the
Company and its shareholders.
The Board has noted the intention of Wellness Unity
Limited (a wholly owned subsidiary of CK Asset Holdings
Limited) to maintain Civitas Investment Management
Limited as Investment Adviser to the Company once the
Takeover is completed. On 23 June 2023, the Takeover Offer
became unconditional.
Report of the Directors
Continued
CIVITAS SOCIAL HOUSING PLC
REPORT AND ACCOUNTS 2023