17th May 2016 07:00
17 May 2016
John Laing Infrastructure Fund Limited ("the "Company")
Results of AGM
The Company is pleased to announce that at the AGM held at 12:00 pm on Monday, 16 May 2016, each of the Resolutions, were duly passed without amendment.
In accordance with LR 9.6.18, details of those Resolutions, which were not ordinary business of the AGM, are as follows:
Resolution | Votes For (including discretionary) | Votes Against | Votes Withheld* | Passed/Not Passed |
11 - Ordinary | 421,976,772 | 32,854,738 | 343,593 | Passed |
12 - Ordinary | 454,838,743 | 14,100 | 322,260 | Passed |
13 - Ordinary 14 - Ordinary 15 - Special 16 - Special 17 - Special 18 - Special 19 - Special
| 454,803,449 440,607,741 454,758,218 454,815,348 452,119,545 438,254,838 441,665,210 | 44,618 14,232,669 80,273 42,819 116,285 3,517,727 112,489 | 327,036 334,693 336,612 316,936 2,939,273 13,402,538 13,397,404 | Passed Passed Passed Passed Passed Passed Passed |
*A vote withheld is not a vote in law and is therefore not counted towards the proportion of votes "for" or "against" the Resolution.
The full wording of Resolutions 11 to 19 can be found below:-
Resolution 11 - Ordinary Resolution
THAT, in accordance with Article 29.1 of the current Articles of Incorporation of the Company, the limit on the aggregate Directors' remuneration be increased from £300,000 to £400,000 per annum.
Resolution 12 - Ordinary Resolution
THAT the interim dividend of 3.375 pence per Share in respect of the period 1 January 2015 to 30 June 2015 and the interim dividend of 3.41 pence per Share in respect of the period 1 July 2015 to 31 December 2015 declared by the Company be approved.
Resolution 13 - Ordinary Resolution
THAT, in accordance with Article 44 of the current Articles of Incorporation of the Company, the Board may, in respect of dividends declared for any financial period or periods of the Company ending prior to the annual general meeting of the Company to be held in 2017, offer shareholders the right to elect to receive further shares, credited as fully paid, in respect of all or any part of such dividend or dividends declared in respect of any such period or periods.
Resolution 14 - Ordinary Resolution (as amended to correct a misstatement of the monetary amount representing one third of the nominal capital of the Company).
THAT, to the extent required by section 291 of The Companies (Guernsey) Law 2008, (as amended) the "Law") the Directors of the Company be and are hereby generally and unconditionally authorised:
i. to exercise all powers of the Company to issue equity securities 9as defined in Article 7.1.1 of the current Articles of Incorporation of the Company) ("Equity Securities") or otherwise deal with or dispose of Equity Securities up to a nominal value of £29,863.72; and
ii. to exercise all powers of the Company to issue Equity Securities up to a further nominal amount of £29,863.72 provided that this authority may only be used in connection with a rights issue in favour of holders of Ordinary Shares where the equity securities respectively attributable to the interests of all those persons at such record dates as the Directors may determine are proportionate (as nearly as may be) to the respective numbers of equity securities held by them or are otherwise issued in accordance with the rights attaching to such equity securities subject to such exclusions or other arrangements as the Directors may consider necessary or expedient to deal with fractional entitlements or legal difficulties under the laws of any territory or the requirements of a regulatory body or stock exchange or any other matter whatsoever, save that proceeds (net of expenses) of £3 or less due to any such shareholder may be retained for the benefit of the Company,
provided that this authority shall expire at the conclusion of the next annual general meeting of the Company after the passing of this Resolution or any adjournment thereof or 16 August 2017 whichever is earlier, unless renewed or extended prior to or at such meeting, save that the Company may, before the expiry of such period, make any offer or agreement which would or might require Equity Securities to be issued after the expiry of such period and the Directors may issue Equity Securities to be issued after the expiry of such period and the Directors may issue Equity Securities in pursuance of any such offer or agreement as if the authority hereby conferred had not expired. This Resolution is in substitution of Resolution 14 duly passed at the 2015 AGM.
Resolution 15 - Special Resolution
THAT, pursuant to Article 7.7 of the current Articles of Incorporation of the Company, the provisions of Article 7.2 of the Articles shall not apply and shall be excluded in relation to the issue of up to an aggregate number of Ordinary Shares as represents less than 10 per cent. of the number of Ordinary Shares admitted to trading on London Stock Exchange plc's main market for listed securities immediately following the passing of this resolution, provided that such disapplication and exclusion shall expire on the date which is 18 months from the date of the passing of this resolution or, if earlier, at the conclusion of the next annual general meeting of the Company following the date of the passing of this resolution (unless previously renewed, revoked or varied by the Company by special resolution) save that the Company may before such expiry make an offer or agreement which would or might require Ordinary Shares to be issued after such expiry and the Directors may issue Ordinary Shares in pursuance of such an offer or agreement as if the disapplication and exclusion conferred hereby had not expired.
Resolution 16 - Special Resolution
THAT the Company be and is hereby generally and unconditionally authorised in accordance with Section 315 of Law (subject to the Listing Rules and all other applicable legislation and regulations) to make market acquisitions (as defined in the Law) of its Ordinary Shares in issue, provided that;
i. the maximum number of Ordinary Shares hereby authorised to be purchased is 14.99 per cent. of the Ordinary Shares in issue immediately following the passing of this resolution;
ii. the minimum price (exclusive of expenses) which may be paid for an Ordinary Share is 1 pence;
iii. the maximum price (exclusive of expenses) which may be paid for an Ordinary Share shall not be more than the higher of (i) 5 per cent. above the average market value for the five business days prior to the day the purchase is made and (ii) the higher of the price of the last independent trade and the highest independent bid at the time of the purchase for any number of the Ordinary Shares on the trading venues where the purchase is carried out;
iv. the authority hereby conferred shall expire at the conclusion of the next annual general meeting of the Company held in 2017 or 18 months from the date of this resolution, which ever is the earlier, unless such authority is varied, revoked or renewed prior to such time;
v. the Company may make a contract to purchase Ordinary Shares under the authority hereby conferred prior to the expiry of such authority which will or may be executed wholly or partly after the expiration of such authority and may make an acquisition of Ordinary Shares pursuant to any such contract; and
vi. any Ordinary Share bought back may be held in treasury in accordance with the Law or be subsequently cancelled by the Company.
Resolution 17 - Special Resolution
THAT the Company's Articles of Incorporation and the Company's investment policy be amended to increase the Company's borrowing limit from 25 per cent. to 35 per cent. of Total Assets (as defined in the Articles), as set out in Part II of the circular sent to Shareholders dated 13 April 2016 ("Circular").
Resolution 18 - Special Resolution
That the Company's Articles of Incorporation be amended by inserting a new Article 7.11 as follows:
"7.11 This Article 7 (in particular Article 7.2) shall be subject to such exclusions or other arrangements as the Directors may consider necessary or expedient to deal with treasury shares, fractional entitlements, record dates or legal, regulatory or practical difficulties in, or under the laws of, any territory or where compliance with local laws or regulations would be impossible or unduly onerous."
Resolution 19 - Special Resolution
THAT in accordance with section 42(1) of the Law, the New Articles produced to the meeting and, for the purposes of identification, initialled by the Chairman be approved and adopted as the New Articles, in substitution for and to the exclusion of all existing Articles of Incorporation of the Company, which are hereby deleted in their entirety.
For further information, please contact:
John Laing Capital Management Limited 020 7901 3326
Andrew Charlesworth
Finsbury 020 7251 3801
Faeth Birch
Phillip Walters
Related Shares:
John Laing Infrastructure Fund