TIDMGCP
RNS Number : 9490C
GCP Infrastructure Investments Ltd
13 February 2020
GCP Infrastructure Investments Limited
("GCP Infra" and/or the "Company")
LEI213800W64MNATSIV5Z47
Results of the Annual General Meeting and Extraordinary General
Meeting
GCP Infra, the only UK listed fund focused primarily on
investments in UK infrastructure debt, today announces the results
of voting at both the annual general meeting and extraordinary
general meeting of the Company held on Thursday 13 February 2020 at
the Registered Office of the Company.
Each of the Ordinary Resolutions and Special Resolutions
proposed in the notice and agenda of the AGM were duly passed by
the shareholders on a poll. The results of the voting are noted as
follows:
Resolutions For % Against % Withheld
1. Ordinary Resolution:
THAT the Report of the
Directors and the audited
financial statements of
the Company for the year
ended 30 September 2019
be adopted. 455,031,109 100 0 0 4,000
------------ ------ ---------- ----- ---------
2. Ordinary Resolution:
THAT the Directors' remuneration
report for the year ended
30 September 2019 be approved. 454,695,381 99.93 321,616 0.07 18,112
------------ ------ ---------- ----- ---------
3. Ordinary Resolution:
THAT Ian Reeves CBE be
re-elected as a director
of the Company. 453,721,980 99.72 1,273,460 0.28 39,669
------------ ------ ---------- ----- ---------
4. Ordinary Resolution:
THAT Paul De Gruchy be
re-elected as a director
of the Company. 453,480,681 99.67 1,514,759 0.33 39,669
------------ ------ ---------- ----- ---------
5. Ordinary Resolution:
THAT David Pirouet be
re-elected as a director
of the Company. 453,721,980 99.72 1,273,460 0.28 39,669
------------ ------ ---------- ----- ---------
6. Ordinary Resolution:
THAT Michael Gray be re-elected
as a director of the Company. 454,990,681 99.99 4,759 0.01 39,669
------------ ------ ---------- ----- ---------
7. Ordinary Resolution:
THAT Julia Chapman be
re-elected as a director
of the Company. 454,745,521 99.95 249,919 0.05 39,669
------------ ------ ---------- ----- ---------
8. Ordinary Resolution:
THAT Dawn Crichard be
elected as a director
of the Company. 454,992,372 100 0 0 42,737
------------ ------ ---------- ----- ---------
9. Ordinary Resolution:
THAT the companies dividend
policy be approved. 455,006,484 100 0 0 28,625
------------ ------ ---------- ----- ---------
10. Ordinary Resolution:
THAT KPMG Channel Islands
Jersey Limited be re-appointed
as Auditors to the Company. 455,008,364 99.99 6,915 0.01 19,830
------------ ------ ---------- ----- ---------
11. Ordinary Resolution:
THAT the remuneration
of KPMG Channel Islands
Jersey Limited be determined
by the Audit and Risk
Committee. 454,725,602 99.93 305,677 0.07 3,830
------------ ------ ---------- ----- ---------
12. Ordinary Resolution:
THAT the Company be generally
and unconditionally authorised
to cancel or hold treasury
in any of the Ordinary
Share purchased pursuant
to the authority granted. 455,004,941 99.99 30,168 0.01 0
------------ ------ ---------- ----- ---------
13. Special Resolution:
THAT the Company be authorised
to make market purchases
of up to 131,622,131 Ordinary
Shares. 455,016,385 99.99 18,724 0.01 0
------------ ------ ---------- ----- ---------
14. Special Resolution:
THAT the Directors be
authorised to allot and
issue up to 87,806,625
Ordinary Shares, as if
pre-emption rights in
the articles did not apply. 454,954,352 99.98 80,757 0.02 0
------------ ------ ---------- ----- ---------
The Special Resolution proposed in the notice and agenda of the
EGM was also duly passed by the shareholders on a poll. The results
of the voting are noted as follows:
Special Resolution For % Against % Withheld
THAT the Directors be
authorised to allot and
issue up to 87,806,625
Ordinary Shares, as if
pre-emption rights in the
articles did not apply. 399,134,165 85.89 65,558,739 14.11 15,852
------------ ------ ----------- ------ ---------
The Board notes that votes representing 14.11% of total votes
cast were received against the EGM resolution, including votes cast
by a large shareholder following the recommendation of Pensions and
Investment Research Consultants Limited ("PIRC"), a proxy
adviser.
The UK Corporate Governance Code (the "UK Code") notes that
where a significant proportion of votes have been cast against a
resolution at a general meeting, a company should explain what
actions it has taken to understand the reasons behind the vote. For
these purposes, the UK Code and The Investment Association consider
20% or more of votes cast against a board recommendation for a
resolution as being "significant" as opposed to PIRC, who consider
10% or more votes cast against a resolution as being
significant.
The Company will seek to engage with the relevant shareholders
who voted against the resolution, in order to understand the
reasons for their votes and address their concerns.
In accordance with Listing Rule 9.6.2, the full text of the
special resolutions passed at both the AGM and EGM have been
submitted to the National Storage Mechanism and will be available
at www.morningstar.co.uk/uk/NSM. The full text of the resolutions
may also be found in the notices of the AGM and EGM which are
available on the Company's website
https://www.graviscapital.com/funds/gcp-infra
For further information, please contact:
Gravis Capital Management Limited +44 (0)20 3405 8500
Philip Kent
Dion Di Miceli
Stifel Nicolaus Europe Limited +44 (0)20 7710 7600
Mark Bloomfield
Nick Donovan
Buchanan/Quill +44 (0)20 7466 5000
Helen Tarbet
Sarah Gibbons-Cook
Henry Wilson
End of Announcement
Notes to the Editor
About GCP Infra
GCP Infra is a closed-ended investment company and FTSE-250
constituent whose shares are traded on the main market of the
London Stock Exchange. Its objective is to provide shareholders
with regular, sustained, long term distributions and to preserve
capital over the long term by generating exposure to UK
infrastructure debt and related and/or similar assets. The Company
primarily targets investments in infrastructure projects with long
term, public sector-backed, availability-based revenues. Where
possible, investments are structured to benefit from partial
inflation protection. GCP Infra is advised by Gravis Capital
Management Limited.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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