TIDMJLIF
RNS Number : 7044F
John Laing Infrastructure Fund
19 May 2017
19 May 2017
John Laing Infrastructure Fund Limited ("the "Company")
Results of AGM
The Company is pleased to announce that at the AGM held at
10:30am on Friday, 19 May 2017 each of the Resolutions, were duly
passed without amendment.
In accordance with LR 9.6.18, details of those Resolutions,
which were not ordinary business of the AGM, are as follows:
Resolution Votes For Votes Against Votes Withheld* Passed/Not
(including Passed
discretionary)
11 - Ordinary 554,858,589 0 0 Passed
12 - Ordinary 554,826,696 12,880 18,740 Passed
13 - Ordinary 554,792,497 41,212 24,880 Passed
14 - Ordinary 547,886,311 4,087,869 2,884,409 Passed
15 - Special 554,714,512 95,001 49,076 Passed
16 - Special 554,779,789 51,040 7,760 Passed
*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 Resolutions 11 to 19 can be found
below:-
Resolution 11 - Ordinary Resolution
THAT the interim dividend of 3.41 pence per Share in respect of
the period 1 January 2016 to 30 June 2016 and the interim dividend
of 3.48 pence per Share in respect of the period 1 July 2016 to 31
December 2016 declared by the Company be approved.
Resolution 12 - Ordinary Resolution
THAT, in accordance with Article 45 of the current Articles of
Incorporation of the Company, 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 2018, offer Shareholders the right to elect to
receive further 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 13 - Ordinary Resolution
THAT, to the extent required by section 291 of The Companies
(Guernsey) Law 2008, (as amended) the "Law") the Directors of the
Company be and are hereby generally and unconditionally
authorised:
to exercise all powers of the Company to issue shares in the
Company or to grant rights to subscribe for or to convert any
security into shares in the Company (together, "Relevant
Securities") or otherwise deal with or dispose of Relevant
Securities up to a nominal value of GBP32,961.00; and
i. to exercise all powers of the Company to issue equity
securities (as defined in Article 7.1.2 of the current Articles of
Incorporation of the Company) up to a further nominal amount of
GBP32,961.00 provided that this authority may only be used in
connection with a rights issue in favour of holders of Ordinary
Shares where the equity securities respectively attributable to the
interests of all those persons at such record dates as the
Directors may determine are proportionate (as nearly as may be) to
the respective numbers of equity securities held by them or are
otherwise allotted in accordance with the rights attaching to such
equity securities subject to such exclusions or other arrangements
as the Directors may consider necessary or expedient to deal with
fractional entitlements or legal difficulties under the laws of any
territory or the requirements of a regulatory body or stock
exchange or any other matter whatsoever, save that proceeds (net of
expenses) of GBP3 or less due to any such shareholder may be
retained for the benefit of the Company,
provided that this authority shall expire at the conclusion of
the next annual general meeting of the Company after the passing of
this Resolution or any adjournment thereof or 19 August 2018
whichever is the earlier, unless renewed or extended prior to or at
such meeting, save that the Company may, before the expiry of such
period, make any offer or agreement which would or might require
Relevant Securities or equity securities as the case may be to be
allotted after the expiry of such period and the Directors may
allot Relevant Securities or equity securities in pursuance of any
such offer or agreement as if the authority hereby conferred had
not expired. This Resolution is in substitution of Resolution 14
duly passed at the 2016 AGM.
Resolution 14 - Ordinary Resolution (as amended to correct a
misstatement of the monetary amount representing one third of the
nominal capital of the Company).
THAT, the Company's investment policy be amended as set out in
Part II of the circular sent to Shareholders dated 11 April 2017
(the "Circular") of which this notice forms part.
Resolution 15 - Special Resolution
THAT, pursuant to Article 7.7 of the current Articles of
Incorporation of the Company, the provisions of Article 7.2 of the
Articles shall not apply and shall be excluded in relation to the
issue of up to an aggregate number of Ordinary Shares as represents
less than 10 per cent. of the number of Ordinary Shares admitted to
trading on London Stock Exchange plc's main market for listed
securities immediately following the passing of this resolution,
provided that such disapplication and exclusion shall expire on the
date which is 18 months from the date of the passing of this
resolution or, if earlier, at the conclusion of the next annual
general meeting of the Company following the date of the passing of
this resolution (unless previously renewed, revoked or varied by
the Company by special resolution) save that the Company may before
such expiry make an offer or agreement which would or might require
Ordinary Shares to be allotted after such expiry and the Directors
may allot Ordinary Shares in pursuance of such an offer or
agreement as if the disapplication and exclusion conferred hereby
had not expired.
Resolution 16 - Special Resolution
THAT the Company be and is hereby generally and unconditionally
authorised in accordance with Section 315 of Law (subject to the
Listing Rules and all other applicable legislation and regulations)
to make market acquisitions (as defined in the Law) of its Ordinary
Shares in issue, provided that;
i. the maximum number of Ordinary Shares hereby authorised to be
purchased is 14.99 per cent. of the Ordinary Shares in issue
immediately following the passing of this resolution;
ii. the minimum price (exclusive of expenses) which may be paid
for an Ordinary Share is 1 pence;
iii. the maximum price (exclusive of expenses) which may be paid
for an Ordinary Share shall not be more than the higher of (i) 5
per cent. above the average market value for the five business days
prior to the day 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 the Ordinary Shares
on the trading venues where the purchase is carried out;
iv. the authority hereby conferred shall expire at the
conclusion of the next annual general meeting of the Company held
in 2018 or 18 months from the date of this resolution, which ever
is the earlier, unless such authority is varied, revoked or renewed
prior to such time;
v. the Company may make a contract to purchase 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
expiration of such authority and may make an acquisition of
Ordinary Shares pursuant to any such contract; and
vi. any Ordinary Share bought back may be held in treasury in
accordance with the Law or be subsequently cancelled by the
Company.
For further information, please contact:
John Laing Capital Management Limited 020 7901 3326
David Hardy
Finsbury 020 7251 3801
Faeth Birch
Phillip Walters
This information is provided by RNS
The company news service from the London Stock Exchange
END
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