1st Jun 2017 15:43
London, 1 June 2017
Georgia Healthcare Group PLC - Result of AGM
The Board of Directors of Georgia Healthcare Group PLC (the "Company") announces the results of voting on the resolutions put to shareholders at its Annual General Meeting (the "AGM") held on Thursday, 1 June 2017. Details of the resolutions are set out in full in the Notice of AGM dated 2 May 2017.
In line with the proposal to amend resolution 6 (to elect Neil Janin as a Non-Executive Director) set out in the announcement made by the Company on 30 May 2017 (the "Announcement"), the Chairman made a motion to amend resolution 6 (to elect Neil Janin as a Non-Executive Director) so as to elect Mr Janin as a non-independent Non-Executive Director. This motion was approved by the meeting on a show of hands and accordingly, resolution 6 was duly amended as described in the Announcement.
Resolutions 1 to 14 were passed as ordinary resolutions and resolutions 15, 16 and 17 were passed as special resolutions. As the Company has a controlling shareholder, BGEO Group PLC, as defined in the Financial Conduct Authority's Listing Rules, each resolution to elect an independent Non-Executive Director (resolutions 5 and 7 to 10) has been approved by a majority of the votes cast by:
· the shareholders of the Company as a whole; and
· the independent shareholders of the Company, that is, all the shareholders entitled to vote on each resolution excluding the controlling shareholder.
The results of the poll were as follows:
RESOLUTION | VOTESFOR | % | VOTES AGAINST | % | VOTESTOTAL | % OF TOTAL ISC* VOTED | VOTES WITHHELD |
1 To receive and adopt the Annual Report and Accounts for the year ended 31 December 2016. |
125,778,315 |
99.86 |
173,400 |
0.14 |
125,951,715 | 95.65 | 0 |
2 To receive and approve the Director's Remuneration Report for the year ended 31 December 2016. | 119,540,079 | 94.91 | 6,411,635 | 5.09 | 125,951,714 | 95.65 | 0 |
3 To re-elect Irakli Gilauri, as Non-Executive Director of the Company. | 115,516,288 | 99.37 | 726,592 | 0.63 | 116,242,880 | 88.28 | 9,708,833 |
4 To re-elect Nikoloz Gamkrelidze, as an Executive Director. | 125,951,715 | 100.00 | 0 | 0.0 | 125,951,715 | 95.65 | 0 |
5** To re-elect David Morrison, as a Non-Executive Director. | 125,597,507 | 99.72 | 354,207 | 0.28 | 125,951,714 | 95.65 | 0 |
6 To re-elect Neil Janin, as a Non-Executive Director. | 101,206,107 | 88.21 | 13,524,591 | 11.79 | 114,730,698 | 87.13 | 11,221,016 |
7** To re-elect Ingeborg Oie, as a Non-Executive Director. | 125,951,715 | 100.00 | 0 | 0.00 | 125,951,715 | 95.65 | 0 |
8** To re-elect Tim Elsigood, as a Non-Executive Director. | 125,951,715 | 100.00 | 0 | 0.00 | 125,951,715 | 95.65 | 0 |
9** To re-elect Mike Anderson, as a Non-Executive Director. | 125,951,715 | 100.00 | 0 | 0.00 | 125,951,715 | 95.65 | 0 |
10** To re-elect Jacques Richier, as a Non-Executive Director. | 107,564,380 | 85.56 | 18,158,106 | 14.44 | 125,722,486 | 95.47 | 229,229 |
11 To re-appoint Ernst & Young LLP as Auditor of the Company. | 125,776,019 | 100.00 | 0 | 0.00 | 125,776,019 | 95.52 | 175,695 |
12 To authorise the Board to set the remuneration of the Auditor. | 125,951,715 | 100.00 | 0 | 0.00 | 125,951,715 | 95.65 | 0 |
13 To authorise political donations and political expenditure. | 125,467,708 | 99.75 | 308,311 | 0.25 | 125,776,019 | 95.52 | 175,695 |
14 To authorise the Board to allot shares. | 125,738,515 | 99.83 | 213,200 | 0.17 | 125,951,715 | 95.65 | 0 |
15 To authorise the disapplication of pre-emption rights. | 125,638,354 | 99.75 | 313,361 | 0.25 | 125,951,715 | 95.65 | 0 |
16 To authorise the disapplication of pre-emption rights for the purposes of acquisitions or capital investments. | 125,307,546 | 99.49 | 644,168 | 0.51 | 125,951,714 | 95.65 | 0 |
17 To authorise the Company to purchase its own shares. | 125,770,907 | 99.86 | 180,807 | 0.14 | 125,951,714 | 95.65 | 0 |
*Issued share capital
**Independent Director
Votes of independent shareholders on the resolutions concerning the re-election of the independent Non-Executive Directors
RESOLUTION | VOTESFOR | % | VOTES AGAINST | % | VOTESTOTAL | % OF TOTAL ISC* VOTED | VOTES WITHHELD |
5** To re-elect David Morrison, as a Non-Executive Director. | 46,442,484 | 99.24 | 354,207 | 0.76 | 46,796,691 | 89.09 | 0 |
7 **To re-elect Ingeborg Oie, as a Non-Executive Director. | 46,796,692 | 100.00 | 0 | 0.00 | 46,796,692 | 89.09 | 0 |
8 *\* To re-elect Tim Elsigood, as a Non-Executive Director. | 46,796,692 | 100.00 | 0 | 0.00 | 46,796,692 | 89.09 | 0 |
9 *\* To re-elect Mike Anderson, as a Non-Executive Director. | 46,796,692 | 100.00 | 0 | 0.00 | 46,796,692 | 89.09 | 0 |
10**To re-elect Jacques Richier, as a Non-Executive Director. | 28,409,357 | 61.01 | 18,158,106 | 38.99 | 46,567,463 | 88.65 | 229,229 |
*Issued share capital
**Independent Director
The Board notes the level of votes against the re-election of Jacques Richier, an independent Non-Executive Director, which the Board understands reflects certain investors' views on Mr Richier's record of attendance at Board meetings in 2016. The Board acknowledges the feedback and also notes the contribution Mr Richier made outside Board meetings in 2016 including engaging with management, and, as stated in the 2016 Annual Report, the Board has concluded that Mr. Richier continues to act as an effective independent Non-Executive Director. Mr Richier is dedicated to improving his attendance in 2017 and we will continue to engage with shareholders on this and all matters of Board governance.
As at the date of the AGM, the Company had 131,681,820 ordinary shares in issue. The Company did not hold any shares in treasury and therefore the number of total voting rights as at the date of the AGM was 131,681,820. In accordance with the Company's Articles of Association and subject to the Listing Rules, on a poll every member who is present in person or by proxy has one vote for every share held. The scrutineer of the poll was Computershare Investor Services PLC, the Company's Share Registrar.
Note that a "vote withheld" is not a vote in law and such votes have not been included in the calculation of votes "for" and "against" each resolution. Proxy appointments which gave discretion to the Chairman have been included in the "for" total above.
In accordance with Listing Rule 9.6.2, copies of the resolutions which constitute special business at the AGM (being resolutions 14 to 17) will be submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/nsm.
A copy of this announcement has been posted on the Company's website ghg.com.ge.
Rebecca Wooldridge, on behalf of Sirius Compliance Solutions Ltd, Company Secretary
About Georgia Healthcare Group PLC
Georgia Healthcare Group PLC is a UK incorporated holding company of the largest healthcare services provider in the fast-growing, predominantly privately-owned, Georgian healthcare services market. GHG's leadership position is underpinned by offering the most comprehensive range of inpatient and outpatient services targeting the mass market segment through its vertically integrated network of 35 hospitals and ten ambulatory clusters (consisting of 13 district ambulatory clinics and 28 express ambulatory clinics), as at 31 March 2017. GHG is the single largest market participant, accounting for 23.4% of total hospital bed capacity in the country, as of 31 March 2017. From January 2017, GHG become the largest pharmaceuticals retailer and wholesaler in Georgia, with approximately 29% market share based on 31 December 2015 revenue figures. GHG is also the largest provider of medical insurance in Georgia with a 35.3% market share based on net insurance premiums earned and approximately 135,000 insurance customers as at 31 March 2017. GHG employed a total of c.14,600 people as at 31 March 2017, including c.3,300 physicians.
For further information, please visit www.ghg.com.ge or contact:
Nikoloz Gamkrelidze | Irakli Gogia | Ekaterina (Eka) Shavgulidze |
CEO | CFO | Head of Investor Relations |
+995 322 550505 (5077) | +995 322 550505 (5088) | +995 322 444 205 |
This news report is presented for general informational purposes only and should not be construed as an offer to sell or the solicitation of an offer to buy any securities
Related Shares:
GHG.L