Result of AGM and Directorate Changes

RNS Number : 0786O

International Public Partnerships

27 May 2020

 

27 May 2020

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION, RELEASE, OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN, OR INTO, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL OR TO U.S. PERSONS. THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE INCLUDING IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA.

INTERNATIONAL PUBLIC PARTNERSHIPS LIMITED

("INPP" or the "Company")

RESULT OF ANNUAL GENERAL MEETING ("AGM") AND DIRECTORATE CHANGES

27 May 2020

International Public Partnerships Limited ("INPP" or the "Company") is pleased to announce that, at the AGM held at 10.00 am this morning, each of the Resolutions were duly passed without amendment. 

The votes received by the Company were as follows:

Resolution		Votes For (including discretionary)		Votes Against		Votes Withheld*
1	Ordinary	1,038,881,053	100%	0	0%	11,354,445
2	Ordinary	1,038,806,084	99.99%	51,061	0.01%	11,378,353
3	Ordinary	976,397,987	94.00%	62,340,846	6.00%	11,496,664
4	Ordinary	1,038,844,078	99.99%	19,971	0.01%	11,371,449
5	Ordinary	1,038,669,085	99.99%	69,749	0.01%	11,496,664
6	Ordinary	1,038,831,225	99.99%	32,824	0.01%	11,371,449
7	Ordinary	1,038,824,221	99.99%	39,828	0.01%	11,371,449
8	Ordinary	1,038,826,706	99.99%	37,343	0.01%	11,371,449
9	Ordinary	999,511,936	96.21%	39,352,113	3.79%	11,371,449
10	Ordinary	1,038,881,053	100%	0	0%	11,354,445
11	Ordinary	1,018,564,430	99.99%	23,314	0.01%	31,647,754
12	Ordinary	1,038,734,917	99.99%	139,883	0.01%	11,360,698
13	Ordinary	1,038,848,884	99.99%	7,169	0.01%	11,379,445
14	Special	1,049,500,576	99.99%	183,549	0.01%	551,373
15	Special	1,038,697,375	99.99%	170,678	0.01%	11,367,445

*A vote withheld is not a vote in law and is therefore not counted towards the proportion of votes "for" or "against" the Resolution.

In accordance with LR 9.6.18, details of those resolutions passed at the AGM that were not in the ordinary course of business are detailed below.

Resolution 13 - Ordinary Resolution

THAT, in accordance with Article 108 of the articles of incorporation, the Board may, in respect of dividends declared for any financial period or periods of the Company ending prior to the annual general meeting of the Company to be held in 2021, offer the holders of the ordinary shares in the capital of the Company of par value 0.01 penny each (the "Ordinary Shares") the right to elect to receive further Ordinary Shares, credited as fully paid, in respect of all or any part of such dividend or dividends declared in respect of any such period or periods.

Resolution 14 - Special Resolution

To approve that the Company generally be and is hereby authorised for the purposes of section 315 of the Companies (Guernsey) Law, 2008 as amended (the "Law") to make market acquisitions (as defined in the Law) of ordinary shares in the capital of the Company of par value 0.01 penny each (the "Ordinary Shares") provided that:

a.  the maximum number of Ordinary Shares authorised to be purchased shall be 14.99 per cent. of the Ordinary Shares in issue immediately following this annual general meeting (excluding treasury shares);

b.  the minimum price (exclusive of expenses) which may be paid for such shares is £0.01 per Ordinary Share;

c.  the maximum price (exclusive of expenses) payable by the Company which may be paid for Ordinary Shares shall be the higher of (i) 5 per cent. above the average market value for the five business days before the purchase is made and (ii) the higher of the price of the last independent trade and the highest independent bid at the time of the purchase for any number of Ordinary Shares on the trading venue where the purchase price is carried out;

d.  the authority hereby conferred shall (unless previously renewed or revoked) expire at the end of the annual general meeting of the Company to be held in 2021 or, if earlier, the date falling eighteen months from the passing of these resolutions;

e.  the Company may make a contract to purchase its own Ordinary Shares under the authority hereby conferred prior to the expiry of such authority which will or may be executed wholly or partly after the expiry of such authority, and may make a purchase of its own Ordinary Shares in pursuance of any such contract; and

f.  any Ordinary Share acquired by the Company pursuant to the above authority may, subject to the requirements of the Law, be held as a treasury share in accordance with the Law or be cancelled by the Company.

Resolution 15 - Special Resolution

THAT the Directors of the Company from time to time (the "Board") be and are hereby generally empowered in accordance with Article 39.4 of the articles of incorporation (in substitution for the existing power and authority granted at the Company's Annual General Meeting held in 2019), to allot up to the aggregate number of Ordinary Shares as represent 9.99 per cent. of the number of Ordinary Shares already admitted to trading on the London Stock Exchange's main market for listed securities immediately following the passing of this resolution as if the pre-emption provisions contained in Article 39.1 of the articles of incorporation did not apply to any such allotment, provided that this power shall (unless previously revoked, varied or renewed by the Company) expire on the conclusion of the Annual General Meeting of the Company) to be held in 2021, save that the Company may make prior to such expiry any offer or agreement which would or might require shares to be allotted after expiry of such period and the Board may allot Ordinary Shares pursuant to such an offer or agreement notwithstanding the expiry of the authority given by this resolution.

Directorate Change

The Board of INPP also advises that, as previously announced, John Whittle, who has served as an independent non-executive director since 2009, has retired as a Director of the Company with immediate effect.

The Chairman, on behalf of the whole Board, thanked John for his outstanding contribution towards the success of the Company.

Following the retirement of John Whittle, the Board of INPP, in accordance with its succession planning, is also pleased to announce that Claire Whittet has been appointed Senior Independent Director with immediate effect. Ms Whittet, a non-executive director since September 2012, is also Chair of the Management Engagement Committee and a member of both the Audit & Risk Committee and Nomination & Remuneration Committee.

This announcement is made in accordance with Listing Rule 9.6.11R.

For further information:

Erica Sibree/Amy Joslin  [phone]/0587

Amber Fund Management Limited 

Hugh Jonathan [phone]

Numis Securities  

Ed Berry/Mitch Barltrop                                                [phone]/1039
FTI Consulting

About International Public Partnerships ('INPP'):

INPP is a listed infrastructure investment company that invests in global public infrastructure projects and businesses, which meets societal and environmental needs, both now, and into the future.

INPP is a responsible, long-term investor in 130 infrastructure projects and businesses. The portfolio consists of utility and transmission, transport, education, health, justice and digital infrastructure projects and businesses, in the UK, Europe, Australia and North America. INPP seeks to provide its shareholders with both a long-term yield and capital growth.

Amber Infrastructure Group ('Amber') is the Investment Adviser to INPP and consists of approximately 130 staff who are responsible for the management of, advice on and origination of infrastructure investments.

 

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