Annual General Meeting results

RNS Number : 6741X

The MedicX Fund Limited

17 February 2012

 



Press Release

For immediate release                                                                                    

17 February 2012

MedicX Fund Limited

("MedicX Fund", "the Fund" or "the Company")

Annual General Meeting results

The Board of MedicX Fund Limited is pleased to announce that at the Annual General Meeting of its Shareholders held at 10.30 a.m. on 17 February 2012, the resolutions were duly passed.  The details of each such resolution are as follows:

1. ORDINARY RESOLUTION	IT WAS RESOLVED to reappoint PKF (UK) LLP as auditors of the Company. In Favour - 86,233,129 (100%) Against - nil Withheld - 1,296
2. ORDINARY RESOLUTION	IT WAS RESOLVED to authorise the directors to determine the remuneration of the auditors. In Favour - 86,233,129 (100.0%) Against - nil Withheld - 1,296
3. ORDINARY RESOLUTION	IT WAS RESOLVED to adopt the Annual Report and the Audited Financial Statements for the Company for the year ended 30 September 2011. In Favour - 86,234,425 (100.0%) Against - nil Withheld - nil
4. ORDINARY RESOLUTION	IT WAS RESOLVED to approve the dividend policy of the Company as summarised in the Letter from the Chairman addressed to holders of ordinary shares dated on or about the date of the Notice of Annual General Meeting. In Favour - 86,234,425 (100.0%) Against - nil Withheld - nil
5. ORDINARY RESOLUTION	IT WAS RESOLVED to approve the Directors' remuneration report for the year ended 30 September 2011. In Favour - 86,232,025 (100.0%) Against - 2,400 (0.0%) Withheld - nil
6. ORDINARY RESOLUTION	IT WAS RESOLVED to re-appoint John Hearle as a Director of the Company, who retires in accordance with Article 18.4 of the Company's Articles of Incorporation and offers himself for reappointment. In Favour - 86,234,425 (100.0%) Against - nil Withheld - nil
7. ORDINARY RESOLUTION	IT WAS RESOLVED to re-appoint David Staples as a Director of the Company, who retires in accordance with Article 18.4 of the Company's Articles of Incorporation and offers himself for reappointment. In Favour - 86,234,425 (100.0%) Against - nil Withheld - nil
8. ORDINARY RESOLUTION	IT WAS RESOLVED to renew the authority set out in Article 4.2 of the Articles of Incorporation of the Company for a further period up to the conclusion of the next annual general meeting of the Company so that (without prejudice to the authority conferred on the Directors pursuant to Article 4) the Directors are generally and unconditionally authorised in substitution for all existing authorities to exercise all powers of the Company to allot, grant rights to subscribe for, or to convert any securities into, shares in the Company ("equity securities"): (a)     up to an amount of 64,548,593 shares; and (b)     up to a further amount of 64,548,593 shares in connection with an offer by way of a rights issue in favour of holders of equity securities where the equity securities respectively attributable to the interests of all holders of equity securities are proportionate (as nearly as may be practicable) to the respective numbers of equity securities held by them, which authority shall expire at the conclusion of the next annual general meeting of the Company to be held after the passing of this resolution (unless previously renewed, revoked or varied by the Company in general meeting), except that the Company may make an offer or agreement before such expiry, which would or might require allotments of equity securities after such expiry, and the Directors may allot equity securities in pursuance of any such offer or agreement as if the authority in question had not expired. In Favour - 58,091,829 (100.0%) Against - nil Withheld - 28,142,595
9. SPECIAL RESOLUTION	IT WAS RESOLVED that the Company be generally and unconditionally authorised to make market acquisitions of its own shares (within the meaning of Section 314 of The Companies (Guernsey) Law, 2008, as amended) and the Company be generally and unconditionally authorised to hold shares so purchased as treasury shares provided that: (a)   the maximum number of ordinary shares authorised to be acquired is such number representing 14.99 per cent. of the issued share capital of the Company (rounded to the nearest whole number); (b)   the minimum price that may be paid for each ordinary share is one penny; (c)   the maximum price that may be paid for each ordinary share is an amount equal to the higher of: (i) 105 per cent. of the average of the middle market quotations for a share as derived from the Daily Official List of the London Stock Exchange for the five Business Days immediately preceding the day on which that share is purchased; (ii) the price of the last independent trade; and (iii) the highest current independent bid at the time of purchase; (d)   any purchase of ordinary shares shall be made in the market for cash at prices below the prevailing net asset value per share (as determined by the Directors); (e)   the authority conferred shall expire at the conclusion of the next annual general meeting of the Company to be held in 2013, unless such authority is renewed prior to such time; and (f)    the Company may, before such expiry, make an offer or agreement which would or might require shares to be repurchased after such expiry and the Company may repurchase shares in pursuance of such an offer or agreement as if the authority conferred hereby had not expired. In Favour - 86,234,425 (100.0%) Against - nil Withheld - nil
10. SPECIAL RESOLUTION	IT WAS RESOLVED that the regulations contained in the document produced to the meeting and for the purposes of identification signed by the Chairman thereof be and 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. In Favour - 86,231,629 (100.0%) Against - 1,500 (0.0%) Withheld - 1,296
11. SPECIAL RESOLUTION	IT WAS RESOLVED that, subject to the passing of Resolutions 8, 9 and 10, and in accordance with Article 13.5, Article 13.3 shall be excluded to the extent necessary to provide the Directors with authority to make allotments of equity securities for cash (including for the avoidance of doubt allotment of equity securities in the form of ordinary shares that immediately before allotment were held by the Company as treasury shares) pursuant to the authority conferred by Resolution 8, such power to be limited: (a)   to the allotment of equity securities in connection with a rights issue in favour of holders of equity securities where the equity securities respectively attributable to the interests of all holders of equity securities are proportionate (as nearly as may be practicable) to the respective numbers of equity securities held by them, provided that this authority shall expire at the conclusion of the Company's next annual general meeting to be held in 2013 after the passing of this resolution (unless previously renewed, revoked or varied by the Company in general meeting); and (b)   to the allotment (otherwise than under paragraph (a) above) of equity securities up to an amount representing 10 per cent. of the issued share capital of the Company in issue from time to time on a non-pre-emptive basis, provided that such equity securities are issued at a price not less than the Company's adjusted net asset value per share at the time of the issue, provided that this authority shall expire at the conclusion of the Company's next annual general meeting to be held in 2013 after the passing of this resolution (unless previously renewed, revoked or varied by the Company in general meeting), except that the Company may make an offer or agreement as contemplated by paragraph (a) or (b) of this resolution before the expiry of the relevant authority, which would or might require allotments of equity securities after such expiry, and the Directors may allot equity securities in pursuance of any such offer or agreement as if the authority in question had not expired. In Favour - 86,234,425 (100.0%) Against - nil Withheld - nil
12. SPECIAL RESOLUTION	IT WAS RESOLVED that the scheme document entitled "The Scrip Dividend Scheme" (as sent to shareholders on 17 May 2010 and currently appearing on the Company's website) be amended, as set out in the form tabled before the 2012 annual general meeting and for the purposes of identification signed by the Chairman, so as to permit the satisfaction of scrip dividend entitlement either by the issue of new ordinary shares or the allotment of equity securities in the form of shares held by the Company as treasury shares. In Favour - 86,234,425 (100.0%) Against - nil Withheld - nil

Notes:

·      The votes "for" the resolution are calculated as the aggregate of proxy instructions voting "for" the resolution and the votes at the Chairman's discretion.

·      A vote "withheld" is not a vote in law and is not calculated in the proportion of the votes "for" and "against" the resolution.

·      The total number of voting rights at the proxy deadline was 193,645,780.

For further information please contact:

MedicX Fund                                                                              [phone]

David Staples, Chairman                                                            

MedicX Group                                                                            [phone]

Keith Maddin, Chairman

Mike Adams, Chief Executive Officer

Mark Osmond, Chief Financial Officer

Buchanan Communications                                                          [phone]

Charles Ryland / Suzanne Brocks

Information on MedicX Fund Limited

MedicX Fund Limited ("MXF", the "Fund" or the "Company", or together with its subsidiaries, the "Group") is a specialist primary care infrastructure investor in modern, purpose-built primary healthcare properties in the United Kingdom, listed on the London Stock Exchange, with a portfolio comprising 65 properties.

The Investment Adviser to the Company is MedicX Adviser Ltd, which is authorised and regulated by the Financial Services Authority and is a subsidiary of the MedicX Group. The MedicX Group is a specialist investor, developer and manager of healthcare properties with 26 people operating across the UK. 

The Company's website address is www.medicxfund.com. Neither the contents of the Company's website nor the contents of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement.

 

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