Annual General Meeting results

RNS Number : 2362P

The MedicX Fund Limited

16 February 2016

 

Press Release

For immediate release                                                                                    

16 February 2016

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 earlier today, each of the resolutions was duly proposed and passed by the appropriate majority. The details of the number of votes recorded in respect of each resolution was as follows:

1. ORDINARY RESOLUTION	IT WAS RESOLVED to re-appoint KPMG LLP as auditors of the Company. In Favour - 164,760,595 (99.99%) Against - 11,250 (0.01%) Withheld - Nil
2. ORDINARY RESOLUTION	IT WAS RESOLVED to authorise the Directors to determine the remuneration of the auditors. In Favour - 164,770,595 (100.00%) Against - Nil Withheld - 1,250
3. ORDINARY RESOLUTION	IT WAS RESOLVED to approve the Annual Report and the Audited Financial Statements of the Company for the year ended 30 September 2015. In Favour - 164,759,845 (100.00%) Against - Nil Withheld - 12,000
4. ORDINARY RESOLUTION	IT WAS RESOLVED to approve the dividend policy of the Company. In Favour - 164,759,845 (100.00%) Against - Nil Withheld - 12,000
5. ORDINARY RESOLUTION	IT WAS RESOLVED to approve the Directors' Remuneration Report for the year ended 30 September 2015. In Favour - 144,044,525 (99.95%) Against - 78,512 (0.05%) Withheld - 20,648,808
6. ORDINARY RESOLUTION	IT WAS RESOLVED to re-appoint Shelagh Mason as a Director of the Company. In Favour - 164,711,805 (99.97%) Against - 57,040 (0.03%) Withheld - 3,000
7. ORDINARY RESOLUTION	IT WAS RESOLVED to re-appoint John Hearle as a Director of the Company. In Favour - 164,702,805 (99.97%) Against - 57,040 (0.03%) Withheld - 12,000
8. ORDINARY RESOLUTION	IT WAS RESOLVED to re-appoint Stephen Le Page as a Director of the Company. In Favour - 164,702,805 (99.97%) Against - 57,040 (0.03%) Withheld - 12,000
9. ORDINARY RESOLUTION	IT WAS RESOLVED to re-appoint David Staples as a Director of the Company. In Favour - 164,704,430 (99.97%) Against - 55,415 (0.03%) Withheld - 12,000
10. ORDINARY RESOLUTION	IT WAS RESOLVED to amend the Investment Policy of the Company by a modification to paragraph 2 and the addition of a new paragraph 5 regarding investment in the Republic of Ireland. This enables the Company to invest up to a maximum of 20% of the Company's aggregate property asset value, at the time of investment, in properties located in the Republic of Ireland. Although a maximum of 20% will be permitted, the Directors do not expect to exceed a limit of approximately 15% of the Company's property asset value. In Favour - 164,677,089 (100.00%) Against - Nil Withheld - 94,756
11. SPECIAL 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 issue, grant rights to subscribe for, or to convert any securities into, shares in the Company ("equity securities"):  (a) up to an amount of 131,417,393 shares; and  (b) up to a further amounts of 131,417,393 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 the issue of equity securities after such expiry, and the Directors may issue equity securities in pursuance of any such offer or agreement as if the authority in question had not expired. In Favour- 164,768,845 (100.00%) Against - Nil Withheld - 3,000
12. 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 315 of The Companies (Guernsey) Law, 2008, as amended) and the Company be generally and unconditionally authorised to hold the maximum number permitted by section 327 of The Companies (Guernsey) Law, 2008, as amended, of such 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 2017, 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 - 164,767,595 (99.99%) Against - 3,000 (0.01%) Withheld - 1,250
13. SPECIAL RESOLUTION	IT WAS RESOLVED that, subject to the passing of Resolution 11, and in accordance with Article 13.5, Article 13.3 shall be excluded to the extent necessary to provide the Directors with authority to issue equity securities for cash (including, without limitation, the authority to sell equity securities in the form of ordinary shares that immediately before sale were held by the Company as treasury shares) pursuant to the authority conferred by Resolution 11, such power to be limited: (a)        to the issue 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 2017 after the passing of this resolution (unless previously renewed, revoked or varied by the Company in general meeting); and    (b)        to the issue (otherwise than under paragraph (a) above) of equity securities on a non-pre-emptive basis up to an amount representing 10 per cent. of the issued share capital of the Company in issue from time to time, 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 2017 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 the issue of equity securities after such expiry, and the Directors may issue equity securities in pursuance of any such offer or agreement as if the authority in question had not expired. In Favour - 164,764,500 (99.99%) Against - 2,545 (0.01%) Withheld - 4,800

Notes:

·      The votes "in favour" of the resolution are calculated as the aggregate of proxy instructions voting "in favour" of 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 "in favour" or "against" the resolution.

·      The total number of voting rights at the proxy deadline was 372,311,095.

For further information please contact:

MedicX Fund                                                                              [phone]

David Staples, Chairman                                                            

Octopus Healthcare Group                                               [phone]

Mike Adams, Chief Executive Officer

Canaccord Genuity

Andrew Zychowski/Helen Goldsmith                                             [phone]

Buchanan                                                                                  [phone]

Charles Ryland/Vicky Watkins

Information on MedicX Fund Limited

MedicX Fund Limited ("MXF", the "Fund" or the "Company", or together with its subsidiaries, the "Group") is the 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 150 properties.

The Investment Adviser to the Company is Octopus Healthcare Adviser Ltd, which is part of the Octopus Healthcare group. Octopus Healthcare invests in and develops properties as well as creating partnerships to deliver innovative healthcare buildings to improve the health, wealth and wellbeing of the UK. It currently manages over £1 billion of healthcare investments across a number of platforms, with a focus on four core areas: GP surgeries, care homes, retirement housing and private hospitals. Octopus Healthcare is part of the Octopus group, a fast-growing UK fund management business with leading positions in several specialist sectors including healthcare property, energy, property finance and smaller company investing. Octopus manages £5.5 billion of funds for more than 50,000 retail and institutional investors.

Octopus Healthcare Adviser Ltd is authorised and regulated by the Financial Conduct Authority.

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), nor the contents of any website accessible from hyperlinks within this announcement, are incorporated into, or forms part of, this announcement.

 

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