Annual report: Period Ended 31 December 2012 - Invesco Perpetual

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34 City Merchants High Yield Trust Limited Report of the Directors continued Relations with Shareholders Shareholder relations are given high priority by both the Board and the Manager. The principal medium by which the Company communicates with shareholders is through the half-yearly and annual financial reports, which endeavour to provide shareholders with a full understanding of the Company’s activities and their results. This information is supplemented by the daily publication of the net asset value of the Company’s ordinary shares, monthly fact sheets and biannual interim management statements. There is a regular dialogue between the Manager and institutional shareholders to discuss aspects of investment performance, governance and strategy and to listen to shareholder views in order to help to develop an understanding of their issues and concerns. Meetings between the Manager and institutional shareholders are reported to the Board, which monitors and reviews shareholder communications on a regular basis. Shareholders can also visit the Manager’s investment trust website, www.invescoperpetual.co.uk/investmenttrusts in order to access copies of half-yearly and annual financial reports, interim management statements, shareholder circulars, factsheets, Stock Exchange Announcements and Individual Savings Accounts (ISA) and savings scheme literature. Shareholders are also able to access copies of the Schedule of Matters Reserved for the Board, the Terms of Reference of the Audit Committee, the Directors’ letters of appointment and, following any shareholders’ general meetings, proxy voting results. ISA The ordinary shares of the Company are qualifying investments under applicable ISA regulations. Business of the Annual General Meeting (AGM) The following summarises the business of the forthcoming AGM of the Company, which is to be held at the offices of R&H Fund Services (Jersey) Limited, Ordnance House, 31 Pier Road, St. Helier, Jersey JE4 8PW, at 10.30 am on 13 June 2013. The Notice of the AGM and related notes can be found on pages 58 to 60. Shareholders are also cordially invited to a separate presentation meeting in Invesco Perpetual’s offices at 30 Finsbury Square, London EC2A 1AG at 2.30 pm on 10 June 2013, where one of the portfolio managers will give a presentation on the Company and will be available, with the Directors, to take shareholders’ questions. Resolution 1 is for members to receive this Annual Financial Report, including the financial statements and Auditor’s Report. Resolutions 2 to 6 are to elect the Directors. Biographical details of the Directors are set out on page 14. All of the Directors are subject to election at this AGM since it is the first since their appointment. The Board has confirmed that each Director has performed effectively and demonstrated their independence and commitment to their roles. Resolution 7 is to re-appoint the Auditor and to authorise the Directors to determine the Auditor’s remuneration. Ernst & Young LLP have expressed their willingness to continue to hold office until the conclusion of the next annual general meeting of the Company. Resolution 8 is to approve the continuation of the Company. The Company does not have a fixed life, but the Company’s Articles of Association require that, unless an ordinary resolution to approve continuation of the Company is passed at or before the AGM each year, the Directors must convene a general meeting, to be held within six months of the AGM, at which a special resolution to wind up the Company would be proposed.
City Merchants High Yield Trust Limited 35 Resolution 9 (Special) is to renew the Directors’ authority to issue shares, up to 10% of the existing shares in issue at the time of the AGM, without pre-emption. This will allow shares to be issued to new shareholders without them first having to be offered to existing shareholders, thus broadening the shareholder base of the Company. This authority will not be exercised at a price below NAV so the interests of existing shareholders are not diluted and will expire at the AGM in 2014. There are no provisions of Jersey law which confer rights of pre-emption in respect of the allotment of Shares, or require shareholder approval for issues of shares. The Articles, however, contain pre-emption rights in relation to allotments of shares for cash and the Directors expressed an intention in the Company’s prospectus to request that the authority to allot Shares for cash on a non-pre-emptive basis is renewed at the annual general meeting of the Company in 2013 and at each subsequent annual general meeting. Resolution 10 (Special) is to renew the authority for the Company to purchase up to 14.99% of its own ordinary shares subject to the restrictions referred to in the notice of the AGM. This authority will expire at the AGM in 2014. These powers, if approved, will allow the Company to buy back shares at a discount to NAV. Your Directors are proposing that shares bought back by the Company either be cancelled or, alternatively, be held as treasury shares with a view to their resale, if appropriate, or later cancellation. Any resale of treasury shares will only take place on terms that are in the best interests of shareholders. Resolution 11 (Special) is to permit the Company to hold general meetings (other than annual general meetings) on 14 days’ notice. The EU Shareholder Rights Directive increases the minimum notice period to 21 days unless certain conditions are met. The first condition is that the Company offers facilities for shareholders to vote by electronic means. The second condition is that there is an annual resolution of shareholders approving the reduction in the minimum notice period from 21 days to 14 days, hence this resolution being proposed. It is intended that the flexibility will be used only where the Board believe it is in the interests of shareholders as a whole. R&H Fund Services (Jersey) Limited Company Secretary 28 March 2013
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Annual report: Period Ended 31 December 2012 - Invesco Perpetual

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