AGM Statement

RNS Number : 3556S

Geiger Counter Ltd

08 March 2019

 

GEIGER COUNTER LIMITED - AGM

Geiger Counter Limited held it's Annual General Meeting on the 8 March 2019 at Ordnance House, 31 Pier Road, St Helier, Jersey.

The Chairman of the AGM is pleased to report that the following ordinary resolutions, each as listed in the notice of annual general meeting distributed in December 2018, were passed by the members:

1.    To receive and adopt the Report of the Directors and the financial statements of the Company for the year ended 30 September 2018, together with the auditor's report thereon.

§ 9 votes in favour of the resolution representing 18,654,630 shares;

§ No votes against;

§ No votes withheld.

2.    That KPMG Channel Islands Limited, Chartered Accountants, be re-appointed as Auditor and that the Directors be authorised to determine their remuneration.

§ 9 votes in favour of the resolution representing 18,642,568 shares;

§ 2 votes against the resolution representing 12,062 shares;

§ No votes withheld.

3.    To approve the Directors' Remuneration Report for the year ended 30 September 2018.

§ 9 votes in favour of the resolution representing 18,649,130 shares;

§ 1 vote against representing 5,500 shares;

§ No votes withheld.

4.    That, pursuant to article 45.1 of the Articles of Association of the Company ("the Articles"), the Directors shall extend the life of the Company from the twelfth anniversary of the First Closing Date until the next annual general meeting of the Company, when a further extension will be sought.

§ 9 votes in favour of the resolution representing 18,654,630 shares;

§ No votes against;

§ No votes withheld.

5.    That ordinary shares (the "new shares") may be issued by the Company in one or more tranches over a period from the date of the AGM to the next AGM of the Company, at a premium over the net asset value per share and that such issue of new shares is approved in accordance with article 6.1 of the Company's Articles.

§ 9 votes in favour of the resolution representing 18,654,630 shares;

§ No votes against;

§ No votes withheld.

6.    To re-elect George Baird, a Director retiring by rotation, as a Director.

§ 9 votes in favour of the resolution representing 18,649,130;

§ 1 vote against representing 5,500 shares;

§ No votes withheld.

7.    To re-elect Gary Clark, a Director retiring by rotation, as a Director.

§ 9 votes in favour of the resolution representing 18,649,130;

§ 1 vote against representing 5,500 shares;

§ No votes withheld.

8.    To re-elect James Leahy, a Director retiring by rotation, as a Director.

§ 9 votes in favour of the resolution representing 18,649,130;

§ 1 vote against representing 5,500 shares;

§ No votes withheld.

9.    To re-elect Richard Lockwood, a Director retiring by rotation, as a Director.

§ 9 votes in favour of the resolution representing 18,649,130;

§ 1 vote against representing 5,500 shares;

§ No votes withheld.

The Chairman is pleased to report that the following special resolution, as listed in the notice of Annual General Meeting distributed in December 2017, was passed by the members:

10.   That the Company be and is hereby generally and unconditionally authorised, pursuant to and in accordance with article 57 of the Companies (Jersey) Law, 1991 (as amended) (the "Law") to make market purchases of its own ordinary shares in the capital of the Company (the "ordinary shares") on such terms and in such manner as the Directors of the Company shall from time to time determine, provided that:

(a)  the maximum aggregate number of ordinary shares hereby authorised to be purchased shall be such number as represents 14.99 per cent of the aggregate number of ordinary shares in issue as at 8 March 2019;

(b)  the minimum price which may be paid for an ordinary share shall be 1p;

(c)  the maximum price exclusive of any expenses which may be paid for an ordinary share is an amount equal to the higher of 5 per cent above the average of the middle market quotations for an ordinary share as derived from the London Stock Exchange for the five business days immediately preceding the date on which such ordinary share is contracted to be purchased;

(d)  the authority hereby conferred shall expire on 18 months from the date of this Special Resolution, unless previously revoked, varied or renewed by the Company in general meeting;

(e)  the Company may at any time prior to the expiry of such authority make a contract or contracts to purchase ordinary shares under such authority which will or might be completed or executed wholly or partly after the expiration of such authority and may make a purchase of ordinary shares in pursuance of any such contract or contracts;

(f)   the Directors of the Company provide a statement of solvency in accordance with articles 53-57 of the Law; and

(g)  such shares are acquired for cancellation.

§ 9 votes in favour of the resolution representing 18,649,130 shares;

§ No votes against;

§ No votes withheld.

For more information, please contact:

Craig Cleland

CQS (UK) LLP

Tel: [phone]

Jane De Barros-Sousa

R&H Fund Services (Jersey) Limited

Tel: [phone]

 

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