RNS Number : 7521A
Assura Group Limited
06 August 2008
For Immediate release
|
6 August 2008
|
Assura Group Limited (“Assura” or the “Company”)
AGM announcement, director change announcement
and total voting rights announcement
Assura Group Limited announces that at its Annual General Meeting held earlier today at the Fermain Valley Hotel, Fermain Lane, St Peter Port, Guernsey, each of the resolutions submitted to the meeting (as set out in the Notice of Meeting dated 4 July 2008) was proposed and passed by the appropriate majority on a show of hands.
Accordingly, the following matters were approved:
Ordinary Business:
1. The Report and Accounts for the 15 month period to 31 March 2008 were approved and adopted;
2. The auditors, Ernst and Young LLP, were re-appointed and the directors were authorised to fix their remuneration;
3. Mr Rodney Baker-Bates, Mr Richard Burrell, Mr Nigel Rawlings and Mr Peter Pichler were each re-appointed to the Board;
4. The Remuneration Report was approved;
5. The Directors were authorised to implement a scrip dividend; and
6. The final dividend of 4.67p per ordinary share was approved.
Special Business:
1. The authorised share capital was increased to £302,000,000;
2. The Directors were granted allotment authorities in respect of up to 78,400,000 ordinary shares of 10p each and 20,000,000 preference shares of 10p each;
3. The Assura Sharesave was approved;
4. The Directors were authorised to make market purchase by the Company of its own shares and to hold shares in Treasury; and
5. The Articles of Association were amended in the manner set out in the notice of meeting.
The proxy votes on each resolution were as follows:
Resolution
|
For
|
%
For
|
Against
|
%
Against
|
Total Votes
|
Votes
Withheld
|
1. Approval of Directors’ Report and Accounts
|
193,898,199
|
99.99
|
100
|
0.01
|
193,898,299
|
nil
|
2. Re-appointment of Auditors
|
193,898,299
|
100
|
nil
|
nil
|
193,898,299
|
nil
|
3. Appointment of Rodney Baker-Bates
|
191,754,846
|
98.89
|
2,143,453
|
1.11
|
193,898,299
|
nil
|
4. Appointment of Richard Burrell
|
193,898,299
|
100
|
nil
|
nil
|
193,898,299
|
nil
|
5. Appointment of Nigel Rawlings
|
193,898,299
|
100
|
nil
|
nil
|
193,898,299
|
nil
|
6. Appointment of Peter Pichler
|
193,898,299
|
100
|
nil
|
nil
|
193,898,299
|
nil
|
7. Approval of Remuneration Report
|
166,762,774
|
98.73
|
2,159,482
|
1.27
|
169,375,204
|
24,523,095
|
8. Approval of scrip dividend
|
193,898,299
|
100
|
nil
|
nil
|
193,898,299
|
nil
|
9. Approval of final dividend
|
193,898,299
|
100
|
nil
|
nil
|
193,898,299
|
nil
|
10. Increase of authorised share capital
|
193,890,299
|
99.99
|
8,000
|
0.01
|
193,898,299
|
nil
|
11. Granting of authority to allot
|
193,898,299
|
100
|
nil
|
nil
|
193,898,299
|
nil
|
12. Approval of Sharesave Plan
|
193,895,299
|
99.99
|
3,000
|
0.01
|
193,898,299
|
nil
|
13. Granting of authorities for purchases of own shares and holding of treasury shares
|
193,896,101
|
99.99
|
2,198
|
0.01
|
193,898,299
|
nil
|
14. Amendments to Articles of Association
|
193,534,099
|
99.81
|
364,200
|
0.19
|
193,898,299
|
nil
|
Resolutions 1 to 12 were ordinary resolutions. Resolutions 13 and 14 were special resolutions.
Votes 'For' include votes at the discretion of the Chairman. Votes withheld are not counted in the count of the total votes or the calculations of the percentages For or Against each resolution. Percentages are rounded to two decimal places. Total shares in issue at the date of the meeting were 235,213,115.
In conformity with rule 5.6.1 of the FSA's Disclosure Rules and Transparency Rules (DTRs), Assura Group Limited (the Company) gives notice that, as at 6 August 2008 the Company's issued share capital consists of 235,213,115 ordinary shares of 10 pence each with voting rights. As the Company does not hold any shares in treasury, the total number of voting rights is equal to the total number of ordinary shares in issue. This figure may be used by shareholders for the purposes of calculating whether they are required to notify their interest in, or a change to their interest in, the Company under the DTRs.
Copies of the Articles of Association of Assura Group Limited as amended by the special resolution numbered 14 referred to above are available from the Company Secretary at the registered office or the UK branch registered address set out below.
Two copies of the resolutions passed at the meeting concerning special business have been submitted to the UKLA, and will shortly be available for inspection at the UKLA's Document Viewing Facility, which is situated at:
Financial Services Authority
25 The North Colonnade
Canary Wharf
London
E14 5HS
Tel: 020 7066 1000
As indicated in the Company’s preliminary results announcement, Mr Fred Porter resigned as a director of the Company with effect from the end of the Annual General Meeting.
Greg McMahon
Group Company Secretary and Head of Legal Services
Assura Group Limited
Tel: 01928 737007
Head office and UK branch registered address:
3300 Daresbury Business Park
Warrington
Cheshire
WA4 4HS
Registered at Companies House. Company number: FC 28394.
Branch registration number: BR010010
Registered in Guernsey. Registered number: 41230.
Registered Office: Second Floor, Albert House, South Esplanade,
St Peter Port, Guernsey GY1 3TX
Ends.
Enquiries:
Richard Burrell/Louise Bathersby: Assura Group, 020 7107 3800
David Yates / Ben Atwell: Financial Dynamics, 020 7831 3113
This information is provided by RNS
The company news service from the London Stock Exchange
END
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