Result of AGM

RNS Number : 9179G

International Public Partnership Ld

12 June 2013

 



THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION, RELEASE, OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN, OR INTO, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME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.

12 June 2013

INTERNATIONAL PUBLIC PARTNERSHIPS LIMITED

RESULT OF ANNUAL GENERAL MEETING (the "AGM")

International Public Partnerships Limited ("INPP" or the "Company") is pleased to announce that, at the AGM held at 9.45 am this morning, each of the Resolutions were duly passed without amendment.  

In accordance with LR 9.6.18, details of those resolutions passed, which were not ordinary business of the AGM, follow:-

Resolution	Votes For (including discretionary)		Votes Against		Votes Withheld*
11 - Special	276,738,122	(93.67%)	18,688,358	(6.33%)	2,461
12 - Special	276,715,240	(93.67%)	18,686,307	(6.33%)	27,394
13 - Special	289,364,883	(98.27%)	5,096,398	(1.73%)	967,660
14 - Special	295,400,177	(>99.99%)	9,130	(<0.01%)	19,634
15 - Special	226,283,920	(76.60%)	69,123,260	(23.40%)	21,761

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

Resolution 11

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 2014 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 12

THAT the Directors of the Company from time to time (the "Board") be and are hereby generally empowered in accordance with Article 40(4) of the Company's articles of incorporation (in substitution for any existing such power or authority) to allot up to: (i) the aggregate number of Ordinary Shares as represent less than 10 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 and (ii) such number of Ordinary Shares as may be agreed between the Company and the provider from time to time of investment advisory services to the Company (the "Investment Advisor") in lieu of a cash payment in respect of the Investment Advisor's entitlement to an incentive fee (if any) pursuant to the investment advisory agreement between the Company and the Investment Advisor prevailing at the time, in each case as if the pre-emption provisions contained in Article 40(1) of the Company's 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 2014, 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.

Resolution 13

THAT pursuant to section 38(5) of the Companies (Guernsey) Law, 2008, as amended, the memorandum of incorporation of the Company (the "Memorandum") be and is hereby amended by the deletion of paragraph 3 of the Memorandum (statement of the objects of the Company) and the insertion of the following statement in its place:

            "The objects for which the Company is established are unlimited.".

Resolution 14

THAT, pursuant to regulation 2(1)(a) of the Companies (Transitional Provisions) Regulations, 2008, the Memorandum be and is hereby amended as follows:

a.         by the amendment of paragraph 2 of the Memorandum so as to read "The Registered Office of the Company is situated in Guernsey."

b.         by the deletion of paragraphs 5, 6, 7 and 8 of the Memorandum;

c.         by the insertion of the following as a new paragraph 3 of the Memorandum:

d.         "The Company is a non-cellular company within the meaning of section 2(1)(c) of the Companies (Guernsey) Law, 2008, (as amended)."; and

e.         by the insertion of a table providing the details required by section 15(4) of the Companies (Guernsey) Law, 2008, as amended, in relation to the founder shares taken by each founder member upon incorporation of the Company.

Resolution 15

THAT the proposed new form of articles of incorporation attached hereto are hereby adopted as the new articles of incorporation of the Company in substitution for and to the exclusion of the existing articles of incorporation of the Company.

With respect to Resolution 15, the Board notes that the changes to the Company's articles of incorporation do not reduce the Company's obligations under the Listing Rules of the UK Listing Authority.

For further information:

Erica Sibree                                                       [phone]

Amber Fund Management Limited                                               

Nick Westlake/Hugh Jonathan                              [phone]/1263

Numis Securities           

Ed Berry/Harry Stein                                           [phone]/7141
FTI Consulting

About International Public Partnerships (INPP):

International Public Partnerships (INPP) is a listed infrastructure investment company which invests in global public infrastructure projects developed under the public private partnerships (PPP), private finance initiative (PFI), regulated asset and other similar procurement methods.

Listed in 2006, INPP is a long-term investor in 122 social and transport infrastructure projects, including schools, hospitals, courts, police headquarters, transport and utility and transmission projects in the U.K., Europe, Australia and Canada. INPP seeks to provide its shareholders with both a long-term yield and capital growth through investment across both construction and operational phases of 25-40 year concessions.

Amber Infrastructure Group (Amber) is the Investment Advisor to INPP and consists of more than 80 dedicated staff who manage, advise on and originate projects for INPP.

Visit the INPP website at www.internationalpublicpartnerships.com for more information.

 

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