TIDMINPP
RNS Number : 9179G
International Public Partnership Ld
12 June 2013
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT
FOR PUBLICATION, RELEASE, OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,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.
12 June 2013
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 9.45 am
this morning, 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 (including Votes Against Votes Withheld*
discretionary)
11 - Special 276,738,122 (93.67%) 18,688,358 (6.33%) 2,461
12 - Special 276,715,240 (93.67%) 18,686,307 (6.33%) 27,394
13 - Special 289,364,883 (98.27%) 5,096,398 (1.73%) 967,660
14 - Special 295,400,177 (>99.99%) 9,130 (<0.01%) 19,634
15 - Special 226,283,920 (76.60%) 69,123,260 (23.40%) 21,761
*A vote withheld is not a vote in law and is therefore not
counted towards the proportion of votes "for" or "against" the
Resolution.
Resolution 11
To approve that the Company generally be and is hereby
authorised for the purposes of section 315 of the Companies
(Guernsey) Law, 2008 as amended (the "Law") to make market
acquisitions (as defined in the Law) of ordinary shares in the
capital of the Company of par value 0.01 penny each (the "Ordinary
Shares") provided that:
a. the maximum number of Ordinary Shares authorised to be
purchased shall be 14.99 per cent. of the Ordinary Shares in issue
immediately following this annual general meeting (excluding
treasury shares);
b. the minimum price (exclusive of expenses) which may be paid
for such shares is GBP0.01 per Ordinary Share;
c. the maximum price (exclusive of expenses) payable by the
Company which may be paid for Ordinary Shares shall be the higher
of (i) 5 per cent. above the average market value for the five
business days before 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 Ordinary Shares
on the trading venue where the purchase price is carried out;
d. the authority hereby conferred shall (unless previously
renewed or revoked) expire at the end of the annual general meeting
of the Company to be held in 2014 or, if earlier, the date falling
eighteen months from the passing of these resolutions;
e. the Company may make a contract to purchase its own 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 expiry of such authority, and may make a purchase of its own
Ordinary Shares in pursuance of any such contract; and
f. any Ordinary Share acquired by the Company pursuant to the
above authority may, subject to the requirements of the Law, be
held as a treasury share in accordance with the Law or be cancelled
by the Company.
Resolution 12
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 of incorporation (in
substitution for any existing such power or authority) to allot up
to: (i) the aggregate number of Ordinary Shares 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 immediately following the passing of this resolution 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 as if the pre-emption provisions
contained in Article 40(1) of the Company's articles of
incorporation did not apply to any such allotment, provided that
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 2014, 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 Ordinary Shares pursuant to such an offer or
agreement notwithstanding the expiry of the authority given by this
resolution.
Resolution 13
THAT pursuant to section 38(5) of the Companies (Guernsey) Law,
2008, as amended, the memorandum of incorporation of the Company
(the "Memorandum") be and is hereby amended by the deletion of
paragraph 3 of the Memorandum (statement of the objects of the
Company) and the insertion of the following statement in its
place:
"The objects for which the Company is established are
unlimited.".
Resolution 14
THAT, pursuant to regulation 2(1)(a) of the Companies
(Transitional Provisions) Regulations, 2008, the Memorandum be and
is hereby amended as follows:
a. by the amendment of paragraph 2 of the Memorandum so as to
read "The Registered Office of the Company is situated in
Guernsey."
b. by the deletion of paragraphs 5, 6, 7 and 8 of the Memorandum;
c. by the insertion of the following as a new paragraph 3 of the Memorandum:
d. "The Company is a non-cellular company within the meaning of
section 2(1)(c) of the Companies (Guernsey) Law, 2008, (as
amended)."; and
e. by the insertion of a table providing the details required by
section 15(4) of the Companies (Guernsey) Law, 2008, as amended, in
relation to the founder shares taken by each founder member upon
incorporation of the Company.
Resolution 15
THAT the proposed new form of articles of incorporation attached
hereto are hereby adopted as the new articles of incorporation of
the Company in substitution for and to the exclusion of the
existing articles of incorporation of the Company.
With respect to Resolution 15, the Board notes that the changes
to the Company's articles of incorporation do not reduce the
Company's obligations under the Listing Rules of the UK Listing
Authority.
For further information:
Erica Sibree +44 (0)20 7939 0558
Amber Fund Management Limited
Nick Westlake/Hugh Jonathan +44 (0)20 7260 1345/1263
Numis Securities
Ed Berry/Harry Stein +44 (0)20 7269 7297/7141
FTI Consulting
About International Public Partnerships (INPP):
International Public Partnerships (INPP) is a listed
infrastructure investment company which invests in global public
infrastructure projects developed under the public private
partnerships (PPP), private finance initiative (PFI), regulated
asset and other similar procurement methods.
Listed in 2006, INPP is a long-term investor in 122 social and
transport infrastructure projects, including schools, hospitals,
courts, police headquarters, transport and utility and transmission
projects in the U.K., Europe, Australia and Canada. INPP seeks to
provide its shareholders with both a long-term yield and capital
growth through investment across both construction and operational
phases of 25-40 year concessions.
Amber Infrastructure Group (Amber) is the Investment Advisor to
INPP and consists of more than 80 dedicated staff who manage,
advise on and originate projects for INPP.
Visit the INPP website at
www.internationalpublicpartnerships.com for more information.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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