TIDMHIK
RNS Number : 2556H
Hikma Pharmaceuticals Plc
15 May 2014
Hikma Pharmaceuticals PLC
Results of 2014 Annual General Meeting
LONDON, 15 May 2014 - Hikma Pharmaceuticals PLC ("the Company")
advises that at its Annual General Meeting of shareholders, held at
The Westbury, Bond Street, Mayfair, London W1S 2YF that commenced
at 11:00 am today, 15 May 2014, all resolutions were passed on a
poll. Resolutions 1 to 17, 21 and 22 were passed as ordinary
resolutions and Resolutions 18 to 20 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 15 May
2014 was 198,167,997
Resolution Votes For % Votes Against % Votes Withheld
--- ------------------------------ ------------ ------- -------------- ------ ---------------
To receive the 2013
1 report and accounts 159,431,828 99.56% 706,843 0.44% 869,974
--- ------------------------------ ------------ ------- -------------- ------ ---------------
To declare a final
dividend of 17 cents
2 per share 166,579,322 100.0% 0 0.00% 194,401
--- ------------------------------ ------------ ------- -------------- ------ ---------------
Reappointment of Deloitte
3 LLP as auditors 159,628,866 99.52% 762,577 0.48% 617,202
--- ------------------------------ ------------ ------- -------------- ------ ---------------
Authorise the directors
to set the remuneration
4 of the auditors 160,263,421 99.66% 550,823 0.34% 194,401
--- ------------------------------ ------------ ------- -------------- ------ ---------------
Appointment of Patrick
5 Butler 160,784,955 99.98% 28,529 0.02% 195,161
--- ------------------------------ ------------ ------- -------------- ------ ---------------
Reappointment of Said
6 Darwazah 135,645,410 94.36% 8,113,533 5.64% 17,249,702
--- ------------------------------ ------------ ------- -------------- ------ ---------------
Reappointment of Mazen
7 Darwazah 151,604,411 94.27% 9,209,833 5.73% 194,401
--- ------------------------------ ------------ ------- -------------- ------ ---------------
Reappointment of Robert
8 Pickering 159,406,964 99.13% 1,406,520 0.87% 195,161
--- ------------------------------ ------------ ------- -------------- ------ ---------------
Reappointment of Ali
9 Al Husry 160,062,466 99.53% 751,769 0.47% 194,410
--- ------------------------------ ------------ ------- -------------- ------ ---------------
Reappointment of Michael
10 Ashton 160,535,428 99.83% 278,056 0.17% 195,161
--- ------------------------------ ------------ ------- -------------- ------ ---------------
Reappointment of Breffni
11 Byrne 160,268,113 99.66% 545,371 0.34% 195,161
--- ------------------------------ ------------ ------- -------------- ------ ---------------
Reappointment of Ronald
12 Goode 160,537,588 99.83% 275,896 0.17% 195,161
--- ------------------------------ ------------ ------- -------------- ------ ---------------
Approve the 2014 remuneration
13 policy 146,272,445 92.45% 11,937,833 7.55% 2,798,367
--- ------------------------------ ------------ ------- -------------- ------ ---------------
Approve the 2013 remuneration
14 implementation 156,176,038 98.75% 1,982,376 1.25% 2,850,231
--- ------------------------------ ------------ ------- -------------- ------ ---------------
Approve the 2014 Executive
15 Incentive Plan 145,335,850 91.86% 12,874,403 8.14% 2,798,392
--- ------------------------------ ------------ ------- -------------- ------ ---------------
Amend the Articles
limit for directors'
16 fees to GBP1m 157,806,502 99.80% 319,538 0.20% 2,882,605
--- ------------------------------ ------------ ------- -------------- ------ ---------------
Authorise the directors
17 to allot shares 135,443,508 84.81% 24,258,963 15.2% 1,306,174
--- ------------------------------ ------------ ------- -------------- ------ ---------------
Disapply pre-emption
18 rights 158,607,420 99.99% 11,925 0.01% 2,389,300
--- ------------------------------ ------------ ------- -------------- ------ ---------------
Authorise the company
19 to buy back shares 157,405,072 99.54% 724,993 0.46% 2,878,580
--- ------------------------------ ------------ ------- -------------- ------ ---------------
Authorise the company
to call meetings on
20 14 days notice 153,201,929 97.41% 4,072,479 2.59% 3,737,681
--- ------------------------------ ------------ ------- -------------- ------ ---------------
Rule 9 waiver for buy
21 backs 63,319,987 65.80% 32,914,809 34.2% 64,777,294
--- ------------------------------ ------------ ------- -------------- ------ ---------------
Rule 9 waiver for LTIP
22 & MIP awards 60,297,925 62.04% 36,887,160 38.0% 63,827,005
--- ------------------------------ ------------ ------- -------------- ------ ---------------
Waiver of Rule 9 of the City Code on Takeovers and Mergers
In relation to Resolutions 21 and 22, at today's date, the total
number of ordinary shares held by the Concert Party, is 62,743,049
representing a combined shareholding of 31.66 per cent of the
issued share capital of the Company.
Assuming the Share Awards are made in respect of the full number
of shares referred to in the circular to shareholders dated 8 April
2014, that all such grants vest in full, and that all existing
awards LTIP and 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 retained by the Concert
Party members, the Concert Party would hold, in aggregate,
interests over 63,426,855 Ordinary Shares, representing 31.90 per
cent of the issued share capital of the Company (as enlarged by the
existing LTIP and MIP Awards and Option Exercises by members of the
Concert Party and the issue of Ordinary Shares to members of the
Concert Party pursuant to the Share Awards, but assuming no other
issue of shares) versus 31.84 per cent of the issued share capital
of the Company on a similar basis, prior to the grant of such Share
Awards.
Were the Company to exercise the buy-back authority 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 35.37 per cent. (assuming that all Existing
LTIP 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 22).
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 35.43 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 17.0 cents per share (comprising a final
dividend of 13 cents per share and a special dividend of 4 cents
per share) will be paid on 22 May 2014 to shareholders on the
register on 25 April 2014. 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 $1.6786 to GBP1. The exchange rate for Jordanian Dinar is fixed
to the US Dollar at 1JD to $0.708.
Confirmation of Director Changes
As previously announced, Mr. Samih Darwazah and Sir David
Rowe-Ham retired from the board of directors with effect from the
close of the AGM. They did not and will not receive any
compensation for loss of office and no payment is due to them other
than their pro-rated fees for the second quarter of 2014.
- ENDS -
Enquiries:
Hikma Pharmaceuticals PLC
Peter Speirs
Company Secretary +44 20 7399 2670
Susan Ringdal
VP for Investor Relations and Strategy +44 20 7399 2670
About Hikma
Hikma Pharmaceuticals PLC is a fast growing multinational group
focused on developing, manufacturing and marketing a broad range of
both branded and non-branded generic and in-licensed products.
Hikma operates through three businesses: "Branded", "Injectables"
and "Generics", based principally in the Middle East and North
Africa ("MENA"), where it is a market leader, the United States and
Europe. In 2013, Hikma achieved revenues of $1,365 million and
profit attributable to shareholders of $212 million.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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