Result of AGM

RNS Number : 0268L

HICL Infrastructure Company Ld

26 July 2011

 



26 JULY 2011
HICL INFRASTRUCTURE COMPANY LIMITED (THE "COMPANY")
RESULT OF ANNUAL GENERAL MEETING
The Board of the Company is pleased to announce that all of the resolutions put to shareholders at the Annual General Meeting held on 25th July 2011 were passed.    The details of each such resolution are as follows:
SPECIAL BUSINESS
1. SPECIAL RESOLUTION	The Chairman reported that the following votes had been received: In Favour 189,075,652 100.00% Against 174 0.00% IT WAS RESOLVED that the Company's Articles of Incorporation be, and hereby are, deleted and the revised Articles of Incorporation be and hereby are adopted in substitution for and to the exclusion of the existing Articles of Association.
2. SPECIAL RESOLUTION	The Chairman reported that the following votes had been received: In Favour 188,679,412 99.79% Against 396,414 0.21% IT WAS RESOLVED THAT the Directors be, and hereby are, empowered to allot up to 10.0 per cent of the Ordinary Shares of the Company in issue for cash as if Article 9 of the Company's Articles of Incorporation did not apply to the allotment for the period expiring on the date falling 15 months after the date of passing of this resolution or the conclusion of the next annual general meeting of the Company, whichever is the earlier PROVIDED THAT the Company may before such expiry, make an offer or agreement which would or might require Ordinary Shares to be allotted after such expiry and Ordinary Shares may be allotted in pursuance of such an offer or agreement as if the power conferred by this resolution had not expired.
3. ORDINARY RESOLUTION	The Chairman reported that the following votes had been received: In Favour 189,076,053 100.00% Against 110 0.00% IT WAS RESOLVED THAT in accordance with the Company's Articles of Incorporation the Board may, in respect of all and any dividends declared for any financial period or periods of the Company ending prior to the next annual general meeting of the Company, offer shareholders the right to elect to receive further shares (whether or not of that class), credited as fully paid, instead of cash in respect of all or any part of such dividend or dividends declared in respect of any such financial period or periods.
ORDINARY BUSINESS
4. ORDINARY RESOLUTION	The Chairman reported that the following votes had been received: In Favour 185,402,220 98.56% Against 2,709,935 1.44% IT WAS RESOLVED that the directors report and financial statements of the Company for the year ended 31 March 2011 be received and adopted.
5. ORDINARY RESOLUTION	The Chairman reported that the following votes had been received: In Favour 189,083,751 100.00% Against 1,110 0.00% IT WAS RESOLVED that Sarah Evans be re-elected as a Director.
6. ORDINARY RESOLUTION	The Chairman reported that the following votes had been received: In Favour 187,349,498 99.59% Against 762,402 0.41% IT WAS RESOLVED that John Hallam be re-elected as a Director.
7. ORDINARY RESOLUTION	The Chairman reported that the following votes had been received: In Favour 189,084,797 100.00% Against 64 0.00% IT WAS RESOLVED that Graham Picken be re-elected as a Director.
8. ORDINARY RESOLUTION	The Chairman reported that the following votes had been received: In Favour 189,079,589 100.00% Against 64 0.00% IT WAS RESOLVED that Christopher Russell be re-elected as a Director.
9. ORDINARY RESOLUTION	The Chairman reported that the following votes had been received: In Favour 188,714,722 99.80% Against 370,394 0.20% IT WAS RESOLVED that KPMG Channel Islands Limited be re-appointed as auditors of the Company.
10. ORDINARY RESOLUTION	The Chairman reported that the following votes had been received: In Favour 188,969,829 99.95% Against 102,579 0.05% IT WAS RESOLVED that the Directors be authorised to agree the remuneration of the auditors.
11. ORDINARY RESOLUTION	The Chairman reported that the following votes had been received: In Favour 189,048,986 99.99% Against 16,508 0.01% IT WAS RESOLVED that the proposed annual fee for routine business for each Director (for the year to 31 March 2012) as set out on page 4 of the AGM Notice and in the Report and Financial Statements for the year ended 31 March 2010 be approved.
12. ORDINARY RESOLUTION	The Chairman advised that the following votes had been received: In Favour 188,923,470 99.92% Against 157,146 0.08% IT WAS RESOLVED that the Directors be, and hereby are, authorised to exercise their discretion under and in accordance with the Company's Articles of Incorporation and The Companies (Guernsey) Law, 2008, as amended to: (a)     make market acquisitions (within the meaning of The Companies (Guernsey) Law, 2008, as amended) of the Ordinary Shares issued or to be issued by the Company, PROVIDED THAT in respect of acquisitions to be made on the market at the London Stock Exchange plc: (i)      the maximum number of Ordinary Shares authorised to be acquired is 14.99 per cent. of the Ordinary Shares in issue on the date of this resolution; (ii)     the minimum price per Ordinary Share is 0.01p; and (iii)     the maximum price which may be paid for any Ordinary Share is the amount equal to the higher of (i) 105 per cent. of the average of the middle market quotations for an Ordinary Share as derived from the Daily Official List of the London Stock Exchange for the five business days immediately preceding the day on which the share is acquired (ii) the price of the last independent trade and (iii) the highest current independent bid at the time of acquisition; (iv)    the authority hereby conferred shall expire on  the date falling 18 months after the passing of this resolution or the next annual general meeting of the Company, whichever is the earlier. (b)     make or arrange tender offers in accordance with the Prospectus and The Companies (Guernsey) Law, 2008, as amended of: (i)      up to a maximum of 15 per cent. of the Ordinary Shares in issue on the date of this resolution; (ii)     at a price of 97 per cent. of the Net Asset Value per share as at the close of business on the relevant Calculation Date (as defined in the Prospectus); and (iii)     the authority hereby conferred shall expire on the anniversary of this resolution or the next annual general meeting of the Company, whichever is the later.
In accordance with Listing Rule 9.6.2, a copy of the above special business resolutions has been submitted to the National Storage Mechanism and will shortly be available for inspection at www.Hemscott.com/nsm.do. The Results will also be available shortly for viewing on the Company's website www.hicl.com

For further information, please contact:

Gillian Newton/Christopher Copperwaite

Dexion Capital (Guernsey) Limited

[phone]

 

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