Result of AGM

RNS Number : 2408N

Hikma Pharmaceuticals Plc

14 May 2015

 



Hikma Pharmaceuticals PLC

Voting Results of 2015 Annual General Meeting

LONDON, 14 May 2015 - Hikma Pharmaceuticals PLC (the "Company") announces its Annual General Meeting ("AGM"), held at The Westbury, Bond Street, Mayfair, London W1S 2YF on 14 May 2015 that commenced at 11:00am today All resolutions were duly passed by shareholders by way of a poll. Resolutions 1 to 14, 15, 19 and 20 were passed as ordinary resolutions and Resolutions 16 to 18 were passed as special resolutions.

Copies of the resolutions dealing with special business passed at the Annual General Meeting have been submitted to the UK Listing Authority for publication through the Listing Authority's Document Viewing Facility. 

The total number of votes cast on the poll for each resolution is set out below. The number of Ordinary Shares in issue on 14 May 2015 was 198,880,939.

	Resolution	Votes  For	%	Votes Against	%	Votes Withheld
1	To receive the 2014 report and accounts	154,019,880	99.80%	303,535	0.20%	503,307
2	To declare a final dividend of 21 cents per share	154,757,943	100.0%	0	0.00%	68,779
3	Reappointment of Deloitte LLP as auditors	153,532,901	99.47%	825,441	0.53%	468,380
4	Authorise the directors to set the remuneration of the auditors	154,198,144	99.64%	559,741	0.36%	68,837
5	Appointment of Pamela Kirby	153,160,763	99.01%	1,535,122	0.99%	130,837
6	Reappointment of Said Darwazah	148,742,563	96.12%	5,999,024	3.88%	85,135
7	Reappointment of Mazen Darwazah	146,080,103	94.39%	8,677,782	5.61%	68,837
8	Reappointment of Robert Pickering	154,302,108	99.71%	455,777	0.29%	68,837
9	Reappointment of Ali Al Husry	154,282,239	99.69%	475,646	0.31%	68,837
10	Reappointment of Michael Ashton	153,089,595	98.92%	1,668,290	1.08%	68,837
11	Reappointment of Breffni Byrne	154,517,455	99.84%	240,430	0.16%	68,837
12	Reappointment of Ronald Goode	154,598,030	99.90%	159,855	0.10%	68,837
13	Reappointment of Patrick Butler	154,757,385	100.0%	500	0.00%	68,837
14	Approve the 2014 remuneration implementation	121,599,699	82.42%	25,940,088	17.58%	7,286,935
15	Authorise the directors to allot shares	132,480,184	86.17%	21,262,148	13.83%	1,084,390
16	Disapply pre-emption rights	134,962,894	88.71%	17,175,670	11.29%	2,688,158
17	Authorise the company to buy back shares	154,009,909	99.58%	650,929	0.42%	165,884
18	Authorise the company to call meetings on 14 days notice	142,266,888	92.00%	12,371,514	8.00%	193,065
19	Rule 9 waiver for  buy backs	110,493,631	74.97%	36,886,793	25.03%	7,446,298
20	Rule 9 waiver for EIP & MIP awards	139,960,646	94.97%	7,419,778	5.03%	7,446,298

In accordance with the Listing Rules a separate vote was taken on the resolutions related to the appointment and re-appointment of the independent non-executive directors because the Company has a 'controlling shareholder'. The votes of the controlling shareholder were excluded from this vote. The results of this vote were:

	Resolution	Votes  For	%	Votes Against	%	Votes Withheld
5	Appointment of Pamela Kirby	92,358,513	98.37%	1,535,122	1.63%	130,837
8	Reappointment of Robert Pickering	93,499,858	99.51%	455,777	0.49%	68,837
10	Reappointment of Michael Ashton	92,287,345	98.22%	1,668,290	1.78%	68,837
11	Reappointment of Breffni Byrne	93,715,205	99.74%	240,340	0.26%	68,837
12	Reappointment of Ronald Goode	93,795,780	99.83%	159,855	0.17%	68,837
13	Reappointment of Patrick Butler	93,955,135	100.0%	500	0.00%	68,837

Waiver of Rule 9 of the City Code on Takeovers and Mergers

In relation to Resolutions 19 and 20, at today's date, the total number of ordinary shares held by the Concert Party, is 62,075,779 representing a combined shareholding of 31.21 per cent of the issued share capital of the Company.

Assuming that Share Awards are made in respect of the full number of Ordinary Shares referred to above, that all such grants vest in full, that all grants of Existing LTIP Awards and Existing MIP Awards vest in full and that all Options currently held by members of the Concert Party were to be fully exercised and the resulting Ordinary Shares were in each case retained by the Concert Party members and that the Company does not repurchase any of its Ordinary Shares, the Concert Party would hold, in aggregate, interests over 62,695,531 Ordinary Shares, representing 31.47 per cent. of the issued share capital of Hikma (as enlarged by the Existing LTIP Awards, Existing MIP Awards and Option Exercises by members of the Concert Party and the issue of Ordinary Shares pursuant to the Share Awards referred to above, but assuming no other issue of Ordinary Shares) versus 31.41 per cent. of the issued share capital of Hikma on a similar basis, prior to the grant of such Share Awards.

Were the Company to exercise the buy-back authority to its full extent and to the exclusion of the Concert Party such that the Concert Party maintained its current shareholding, that would result in the Concert Party's percentage interest in the Company's issued share capital increasing to 34.85 per cent. (assuming that all existing LTIP Awards and all existing MIP awards vest in full and all Options held by members of the Concert Party are exercised and the resulting Ordinary Shares are retained, but not including the Share Awards granted under Resolution 20).

If the maximum repurchase of Ordinary Shares authorised was carried out by the Company and also the maximum number of Share Awards vested, together with the Existing LTIP Awards and Option Exercises these changes would increase the aggregate shareholding of the Concert Party in the Company to 34.95 per cent. (assuming that that the Concert Party did not sell any Ordinary Shares in the repurchase of Ordinary Shares and assuming no other issue of Ordinary Shares).

Declaration of final dividend

The dividend of 21 cents per share (comprising a final dividend of 17 cents per share and a special dividend of 4 cents per share) will be paid on 21 May 2015 to shareholders on the register on 17 April 2015.  Shareholders who are not resident in Jordan have been given the option of receiving their dividend in Pounds Sterling.  The exchange rate in respect of this dividend will be $1.5776 to £1. The exchange rate for Jordanian Dinar is fixed to the US Dollar at 1JD to $1.4104.

- ENDS -

Enquiries:

Hikma Pharmaceuticals PLC
Peter Speirs Company Secretary	[phone]
Susan Ringdal VP for Investor Relations and Strategy	[phone]

About Hikma

Hikma Pharmaceuticals PLC is a fast growing pharmaceutical group focused on developing, manufacturing and marketing a broad range of both branded and non-branded generic and in-licensed products.  Hikma's operations are conducted through three businesses: "Branded", "Injectables" and "Generics" based primarily in the Middle East and North Africa ("MENA") region, where it is a market leader, the United States and Europe.  In 2014, Hikma achieved revenues of $1,489 million and profit attributable to shareholders of $278 million.

 

END

 

 

RAGSFUFILFISEFI