Result of AGM
June 04 2010 - 9:49AM
UK Regulatory
TIDMINPP
RNS Number : 1137N
International Public Partnership Ld
04 June 2010
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION,
RELEASE, OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN, OR INTO, THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE
SAME WOULD BE UNLAWFUL OR TO U.S. PERSONS. THE INFORMATION CONTAINED HEREIN DOES
NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE INCLUDING IN THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA.
4 June 2010
INTERNATIONAL PUBLIC PARTNERSHIPS LIMITED
RESULT OF ANNUAL GENERAL MEETING (the "AGM")
International Public Partnerships Limited ("INPP" or the "Company") is pleased
to announce that, at the AGM held at 10.00 am yesterday, 3 June 2010, each of
the Resolutions were duly passed without amendment.
In accordance with LR 9.6.18, details of those resolutions passed, which were
not ordinary business of the AGM, follow:-
+--------------+----------------+--------------+-------------+
| Resolution | Votes For | Votes | Votes |
| | (including | Against | Withheld* |
| | discretionary) | | |
+--------------+----------------+--------------+-------------+
| 12 - Special | 145,079,472 | 0 | 24,675 |
| | (100%) | | |
+--------------+----------------+--------------+-------------+
| 13 - Special | 145,079,472 | 0 | 24,675 |
| | (100%) | | |
+--------------+----------------+--------------+-------------+
| 14 - Special | 137,017,393 | 8,086,754 | 0 |
| | (94.43%) | (5.57%) | |
+--------------+----------------+--------------+-------------+
*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 these resolutions can be found below:-
Resolution 12 - Special Resolution
THAT the Company's Articles be amended by the insertion of a new sub-paragraph
(12) of Article 108A stating:
"(12) For the avoidance of doubt, shares allotted pursuant to this Article 108A
in respect of all or part of any dividend shall not be treated as allotted
for cash for the purposes of Article 40(1)."
Resolution 13 - Special Resolution
THAT the Company's Articles be amended by the deletion of the existing Article
40 in its entirety and the insertion of a new Article 40 stating:
"40. (1) Subject to any direction to the contrary that may be given
by the Company pursuant to Article 40(4), the Company shall not allot any shares
for cash to any person unless it has made an offer to each Member to allot to
him on the same or more favourable terms a proportion of those shares which is
as nearly as practicable equal to the proportion of the aggregate of all shares
of such class in issue represented by shares of such class then held by such
Member.
(2) The offer shall be made by notice in accordance with Articles
130 to 133 (inclusive) specifying the number of shares offered, and specifying a
period of not less than twenty one days within which the offer, if not accepted,
will be deemed to be declined. After the expiration of that period, or, if
earlier, on the receipt by the Company of acceptances or refusals of the offer
from each person to whom the offer was made, the Board may dispose of those
shares that have not been taken up in the offer, in such manner as they think
most beneficial to the Company. The Board may likewise so dispose of any new
shares which (by reason of the ratio which the new shares bear to shares held by
those Members entitled to an offer of new shares) cannot, in the opinion of the
Board, be conveniently offered under this Article 40.
(3) Neither the Company nor the Board shall be obliged, when making
or granting any allotment of, offer of, option over or disposal of shares, to
make, or make available, any such allotment, offer, option over shares to those
Members with registered addresses in any particular territory or territories
being a territory or territories where, in the absence of a registration
statement or other special formalities, such allotment, offer, option or
disposal or the act of making or making available the same would or might, in
the opinion of the Board, be unlawful or impracticable. Members affected as a
result of the foregoing sentence shall not be, or be deemed to be, a separate
class of Member for any purpose whatsoever.
(4) The Company may by special resolution resolve either that
Article 40(1) does not apply to the allotment or that Article 40(1) applies to
the allotment with such modifications as may be specified in that resolution."
Resolution 14 - Special Resolution
THAT the Directors of the Company from time to time (the "Board") be and are
hereby generally empowered in accordance with Article 40(4) of the Company's
Articles (in substitution for any existing such power or authority) to allot up
to: (i) the aggregate number of ordinary shares (within the meaning given in the
Articles) as represent less than 10 per cent. of the number of ordinary shares
already admitted to trading on the London Stock Exchange's main market for
listed securities (as such aggregate number is calculated as at the time of the
relevant allotment of ordinary shares); and (ii) such number of ordinary shares
as may be agreed between the Company and the provider from time to time of
investment advisory services to the Company (the "Investment Advisor") in lieu
of a cash payment in respect of the Investment Advisor's entitlement to an
incentive fee (if any) pursuant to the investment advisory agreement between the
Company and the Investment Advisor prevailing at the time, in each case for
cash, as if the pre-emption provisions contained in Article 40 of the Articles
did not apply to any such allotment, provided that:-
a. This power shall (unless previously revoked, varied or renewed by the
Company) expire on the conclusion of the annual general meeting of the Company
to be held in 2011, save that the Company may make prior to such expiry any
offer or agreement which would or might require shares to be allotted after
expiry of such period and the Board may allot shares pursuant to such an offer
or agreement notwithstanding the expiry of the authority given by this
resolution; and
b. This power shall belimited to the allotment of ordinary shares of 0.01 pence
each in the Company's capital.
For further information:
Bianca Francis
Amber Fund Management Limited
+44 (0)20 7939 0558
bianca.francis@amberinfrastructure.com
Nick Westlake
Numis Securities Limited
+44 (0)20 7260 1345
n.westlake@numiscorp.com
This information is provided by RNS
The company news service from the London Stock Exchange
END
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