TIDMINPP
RNS Number : 0786O
International Public Partnerships
27 May 2020
27 May 2020
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT
FOR PUBLICATION, RELEASE, OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,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.
INTERNATIONAL PUBLIC PARTNERSHIPS LIMITED
("INPP" or the "Company")
RESULT OF ANNUAL GENERAL MEETING ("AGM") AND DIRECTORATE
CHANGES
27 May 2020
International Public Partnerships Limited ("INPP" or the
"Company") is pleased to announce that, at the AGM held at 10.00 am
this morning, each of the Resolutions were duly passed without
amendment.
The votes received by the Company were as follows:
Resolution Votes For Votes Against Votes Withheld*
(including discretionary)
1 Ordinary 1,038,881,053 100% 0 0% 11,354,445
--------- ------------------ --------- ----------- ------ ----------------
2 Ordinary 1,038,806,084 99.99% 51,061 0.01% 11,378,353
--------- ------------------ --------- ----------- ------ ----------------
3 Ordinary 976,397,987 94.00% 62,340,846 6.00% 11,496,664
--------- ------------------ --------- ----------- ------ ----------------
4 Ordinary 1,038,844,078 99.99% 19,971 0.01% 11,371,449
--------- ------------------ --------- ----------- ------ ----------------
5 Ordinary 1,038,669,085 99.99% 69,749 0.01% 11,496,664
--------- ------------------ --------- ----------- ------ ----------------
6 Ordinary 1,038,831,225 99.99% 32,824 0.01% 11,371,449
--------- ------------------ --------- ----------- ------ ----------------
7 Ordinary 1,038,824,221 99.99% 39,828 0.01% 11,371,449
--------- ------------------ --------- ----------- ------ ----------------
8 Ordinary 1,038,826,706 99.99% 37,343 0.01% 11,371,449
--------- ------------------ --------- ----------- ------ ----------------
9 Ordinary 999,511,936 96.21% 39,352,113 3.79% 11,371,449
--------- ------------------ --------- ----------- ------ ----------------
10 Ordinary 1,038,881,053 100% 0 0% 11,354,445
--------- ------------------ --------- ----------- ------ ----------------
11 Ordinary 1,018,564,430 99.99% 23,314 0.01% 31,647,754
--------- ------------------ --------- ----------- ------ ----------------
12 Ordinary 1,038,734,917 99.99% 139,883 0.01% 11,360,698
--------- ------------------ --------- ----------- ------ ----------------
13 Ordinary 1,038,848,884 99.99% 7,169 0.01% 11,379,445
--------- ------------------ --------- ----------- ------ ----------------
14 Special 1,049,500,576 99.99% 183,549 0.01% 551,373
--------- ------------------ --------- ----------- ------ ----------------
15 Special 1,038,697,375 99.99% 170,678 0.01% 11,367,445
--------- ------------------ --------- ----------- ------ ----------------
*A vote withheld is not a vote in law and is therefore not
counted towards the proportion of votes "for" or "against" the
Resolution.
In accordance with LR 9.6.18, details of those resolutions
passed at the AGM that were not in the ordinary course of business
are detailed below.
Resolution 13 - Ordinary Resolution
THAT, in accordance with Article 108 of the articles of
incorporation, the Board may, in respect of dividends declared for
any financial period or periods of the Company ending prior to the
annual general meeting of the Company to be held in 2021, offer the
holders of the ordinary shares in the capital of the Company of par
value 0.01 penny each (the "Ordinary Shares") the right to elect to
receive further Ordinary Shares, credited as fully paid, in respect
of all or any part of such dividend or dividends declared in
respect of any such period or periods.
Resolution 14 - Special Resolution
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 2021 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 15 - Special Resolution
THAT the Directors of the Company from time to time (the
"Board") be and are hereby generally empowered in accordance with
Article 39.4 of the articles of incorporation (in substitution for
the existing power and authority granted at the Company's Annual
General Meeting held in 2019), to allot up to the aggregate number
of Ordinary Shares as represent 9.99 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 as if the pre-emption provisions
contained in Article 39.1 of the 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 2021, 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.
Directorate Change
The Board of INPP also advises that, as previously announced,
John Whittle, who has served as an independent non-executive
director since 2009, has retired as a Director of the Company with
immediate effect.
The Chairman, on behalf of the whole Board, thanked John for his
outstanding contribution towards the success of the Company.
Following the retirement of John Whittle, the Board of INPP, in
accordance with its succession planning, is also pleased to
announce that Claire Whittet has been appointed Senior Independent
Director with immediate effect. Ms Whittet, a non-executive
director since September 2012, is also Chair of the Management
Engagement Committee and a member of both the Audit & Risk
Committee and Nomination & Remuneration Committee.
This announcement is made in accordance with Listing Rule
9.6.11R.
For further information:
Erica Sibree/Amy Joslin +44 (0)20 7939 0558/0587
Amber Fund Management Limited
Hugh Jonathan +44 (0)20 7260 1263
Numis Securities
Ed Berry/Mitch Barltrop +44 (0) 20 3727 1046/1039
FTI Consulting
About International Public Partnerships ('INPP'):
INPP is a listed infrastructure investment company that invests
in global public infrastructure projects and businesses, which
meets societal and environmental needs, both now, and into the
future.
INPP is a responsible, long-term investor in 130 infrastructure
projects and businesses. The portfolio consists of utility and
transmission, transport, education, health, justice and digital
infrastructure projects and businesses, in the UK, Europe,
Australia and North America. INPP seeks to provide its shareholders
with both a long-term yield and capital growth.
Amber Infrastructure Group ('Amber') is the Investment Adviser
to INPP and consists of approximately 130 staff who are responsible
for the management of, advice on and origination of infrastructure
investments.
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RAGFIFFAEEIDFII
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