Result of AGM

RNS Number : 0926H

The MedicX Fund Limited

12 February 2010

 



For immediate release                                                                                                 12 February 2010

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 10 February 2010, 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 - 23,548,332 (99.9%) Against - nil Withheld - 23,964 (0.1%)
2. ORDINARY RESOLUTION	IT WAS RESOLVED to authorise the directors to determine the remuneration of the auditors. In Favour - 23,548,332 (99.9%) Against - nil Withheld - 23,964 (0.1%)
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 2009. In Favour - 23,470,929 (99.6%) Against - 101,367 (0.4%) Withheld - nil
4. ORDINARY RESOLUTION	IT WAS RESOLVED to re-appoint Shelagh Mason as a Director of the Company, who retires in accordance with Article 18.4 of the Company's Articles of Incorporation. In Favour - 23,572,296 (100.0%) Against - nil Withheld - nil
5. ORDINARY RESOLUTION	IT WAS RESOLVED that the Company be generally and unconditionally authorised to make market acquisitions of Ordinary Shares (within the meaning of Section 314 of the Companies (Guernsey) Law, 2008 as amended). -         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); -         the minimum price that may be paid for each Ordinary Share is one penny; -         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; -         the authority conferred shall expire at the conclusion of the next annual general meeting of the Company, unless such authority is renewed prior to such time; and -         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 - 23,446,965 (99.5%) Against - nil Withheld - 125,331 (0.5%)
6. 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 next annual general meeting of the Company so that (without prejudice to the authority conferred on the Directors pursuant to Article 4) where the Directors have resolved to issue different classes of shares the Directors are generally and unconditionally authorised to exercise all powers of the Company to allot, grant rights to subscribe for, or to convert any securities into, an unlimited number of shares of each class in the Company which authority shall expire on the date of the next annual general meeting of the Company (unless previously renewed revoked or varied by the Company in general meeting). In Favour - 19,538,284 (82.9%) Against - 4,010,048 (17.0%) Withheld - 23,964 (0.1%)
7. SPECIAL RESOLUTION	IT WAS RESOLVED to amend the Articles of Incorporation concerning the borrowing powers of the board That Article 21.2 be deleted and replaced with the following text: "The Board shall restrict the borrowings of the Company and exercise all voting and other rights and powers of control exercisable by the Company in respect of subsidiary undertakings, so as to procure (as far as it can be in relation to its subsidiary undertakings) that the aggregate principal amount outstanding in respect of borrowings by the MedicX Fund Group does not at any time, without the previous sanction of an ordinary resolution of the Company, exceed a sum equal to 75 per cent. of the total assets of the MedicX Fund Group. For the purposes of this Article, the following expressions shall have the following meanings: "borrowings" shall be deemed to include the following except in so far as otherwise taken into account: (A) The principal amount (together with any fixed or minimum premium payable on final repayment) for the time being owing (otherwise than to the Company or a subsidiary) in respect of any debenture issued by the Company or any subsidiary (and where appropriate this is net of any undrawn cash amounts held on deposit against the principal amount), but so that in the case of a debenture issued by way of guarantee or collateral security for a debt of any person other than the Company or a subsidiary the amount to be taken into account shall be the principal amount thereof or the amount for the time being outstanding on account of the guarantee or borrowing collaterally secured, whichever shall be the less and so that in the case of a debenture issued by way of guarantee or collateral security for any other debt the principal amount of such debenture shall not be taken into account unless and until it shall be enforced or realised pursuant to such guarantee or collateral security; (B) The principal amount outstanding raised by the Company or a subsidiary by acceptances under any acceptance credit opened on its behalf by any bank or accepting house to the extent that these constitute borrowings under the appropriate accounting standards; (C) The nominal amount of the unpaid issued share capital and the principal amount of any debentures or other borrowings of any third party (together in each case with any fixed or minimum premium payable on final repayment) the beneficial interest in which is not owned by the Company or a subsidiary and the repayment of which is guaranteed or secured by the Company or a subsidiary; and (D) The proportion of the total principal amount for the time being owing by the Company and its subsidiaries to a partly-owned subsidiary which corresponds to the proportion of its equity share capital held otherwise than by the Company and the subsidiaries; but shall not include: (A) The proportion of the total borrowings of a partly-owned subsidiary (otherwise than borrowings from the Company or another subsidiary) which corresponds to the proportion of its equity share capital held otherwise than by the Company or another subsidiary; and (B) Moneys borrowed for the purpose of repaying the whole or any part of borrowings or other indebtedness of the Company or a subsidiary for the time being outstanding (including any fixed or minimum premium payable on final repayment) and intended to be applied for that purpose within six months of such borrowing (pending their being so applied). "total assets" means the aggregate total assets as audited by the auditors for the time being of the Company and as shown by the then latest audited consolidated balance sheet of the Company and its subsidiaries, but: (A) Adjusted as may be appropriate to reflect any variation since the date of the balance sheet in the amount of paid up share capital or the amount standing to the credit of reserves (but excluding profit and loss account) including any variation which has resulted from the acquisition or disposal of any assets or any subsidiary and so that for this purpose if the Company has issued any shares for cash where such issue has been underwritten then the amount (including any premium) of the subscription moneys (not being moneys payable later than three months after the date of allotment) shall be deemed to have been paid up at the date when the underwriting agreement became unconditional; (B) Adjusted as may be appropriate in respect of any subsidiary the balance sheet of which was not consolidated with the latest audited consolidated balance sheet; (C) Adjusted as may be appropriate to take account of any revaluation of the property or assets of the Company or the subsidiaries made by professional valuers appointed by the directors to the extent not already reflected in the latest audited consolidated balance sheet of the Company and its subsidiaries; (D) Adjusted as may be appropriate for any amounts attributable to goodwill; and (E) After making such adjustments (if any) as the Auditors (if requested by the Directors to undertake a review) shall consider appropriate, including any adjustment in respect of any variation which would arise on the acquisition by the Company or any subsidiary of any new subsidiary or business simultaneously or in connection with any proposed borrowings (as defined in this Article)." NOTE - For the avoidance of doubt, Articles 21.1 and 21.3 remain unchanged. In Favour - 23,548,332 (99.9%) Against - nil Withheld - 23,964 (0.1%)
8. SPECIAL RESOLUTION	IT WAS RESOLVED that in accordance with Article 13.5, Article 13.3 shall be disapplied to the extent necessary to provide the Directors with authority to issue Ordinary Shares for cash up to an amount representing 10 per cent of the issued Ordinary Share capital of the Company on a non-pre-emptive basis, provided that this authority shall expire immediately prior to the date of the Company's next annual general meeting in 2011 and provided that such Ordinary Shares are issued at a price not less than the Company's adjusted net asset value per share at the time of the issue. In Favour - 23,545,732 (99.9%) Against - 2,600 (0.0%) Withheld - 23,964 (0.1%)
9. SPECIAL RESOLUTION	IT WAS RESOLVED that there shall be added to the Articles of Incorporation the following additional Article 29.18 "29.18 Scrip Dividends 29.18.1 The Board may, without prejudice to its powers under section 306 of the Companies Law and subject to the exercise of powers of the Board to issue shares in accordance with Section 291 and 292 of the Companies Law and in accordance with the provisions of these Articles, issue shares to any shareholders who have agreed to accept the issue of shares, wholly or partly, in lieu of a proposed dividend or proposed future dividend if (a) the right to receive shares, wholly or partly in lieu of the proposed dividend or proposed future dividends has been offered to all shareholders of the same class on the same terms; (b) in the case where all shareholders elected to receive the shares in lieu of the proposed dividend or proposed future dividend, relative voting or distribution rights or both would be maintained; (c) the shareholders to whom the right is offered are afforded a reasonable opportunity of accepting it; (d) the shares issued to each shareholder are issued on the same terms and subject to the same rights as the shares issued to all shareholders in the class who agree to receive the shares; and (e) the provisions of Section 295 of the Companies Law are complied with by the Board. 29.18.2 The basis of allotment shall be decided by the Board so that, as nearly as may be considered convenient, the value of the shares to be issued, including any fractional entitlement, is equal to the amount of the cash dividend which would otherwise have been paid. 29.18.3 For the purposes of Article 29.18.2 the value of the further shares shall be calculated by reference to the average of the middle market quotations for a fully paid share of the relevant class, as shown in the Daily Official List of the London Stock Exchange for the day on which such shares are first quoted "ex" the relevant dividend and the four subsequent dealing days, or in such other manner as the directors may decide. 29.18.4 The Board shall give notice to the Members of their rights of election to take an issue of shares wholly or partly, in lieu of a proposed dividend or proposed future dividend ("Scrip Dividend Election") and shall specify the procedure to be followed in order to make an election. 29.18.5 Shares issued wholly or partly in lieu of a proposed dividend or proposed future dividend shall rank pari passu in all aspects with the fully paid shares of the same class then in issue except as regards participation in the relevant dividend. 29.18.6 The Board may decide that the right to elect for shares wholly or partly, in lieu of a proposed dividend, or proposed future dividend, shall not be made available to Members resident in any territory where, in the opinion of the Board, compliance with local laws or regulations would be impossible or unduly onerous. 29.18.7 The Board may do all acts and things considered necessary or expedient to give effect to the provisions of a Scrip Dividend Election and the issue of any shares in accordance with the provisions of this Article, and may make such provisions as they think fit in the case of shares becoming distributable in fractions (including provisions under which, in whole or in part, the benefit of the fractional entitlements accrues to the Company rather than to the Members concerned). 29.18.8 Article 13.3 shall not apply to the issuance of shares wholly or partly in lieu of a proposed dividend or proposed future dividend in accordance with this Article 29.18." In Favour - 23,569,696 (100.0%) Against - 2,600 (0.0%) Withheld - nil

The total number of voting rights at the proxy deadline was 105,021,215.

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 / Lisa Baderoon / Miranda Higham

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 50 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 33 people operating across the UK. 

The Company's website address is www.medicxfund.com

 

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