Last checked at 
13 Feb 2020 13:23
GCP Infrastructure Investments Limited
("GCP Infra" and/or the "Company")
LEI213800W64MNATSIV5Z47
Results of the Annual General Meeting and Extraordinary General Meeting
GCP Infra, the only UK listed fund focused primarily on investments in UK infrastructure debt, today announces the results of voting at both the annual general meeting and extraordinary general meeting of the Company held on Thursday 13 February 2020 at the Registered Office of the Company.
Each of the Ordinary Resolutions and Special Resolutions proposed in the notice and agenda of the AGM were duly passed by the shareholders on a poll. The results of the voting are noted as follows:
Resolutions | For | % | Against | % | Withheld |
1. Ordinary Resolution: THAT the Report of the Directors and the audited financial statements of the Company for the year ended 30 September 2019 be adopted. | 455,031,109 | 100 | 0 | 0 | 4,000 |
2. Ordinary Resolution: THAT the Directors' remuneration report for the year ended 30 September 2019 be approved. | 454,695,381 | 99.93 | 321,616 | 0.07 | 18,112 |
3. Ordinary Resolution: THAT Ian Reeves CBE be re-elected as a director of the Company. | 453,721,980 | 99.72 | 1,273,460 | 0.28 | 39,669 |
4. Ordinary Resolution: THAT Paul De Gruchy be re-elected as a director of the Company. | 453,480,681 | 99.67 | 1,514,759 | 0.33 | 39,669 |
5. Ordinary Resolution: THAT David Pirouet be re-elected as a director of the Company. | 453,721,980 | 99.72 | 1,273,460 | 0.28 | 39,669 |
6. Ordinary Resolution: THAT Michael Gray be re-elected as a director of the Company. | 454,990,681 | 99.99 | 4,759 | 0.01 | 39,669 |
7. Ordinary Resolution: THAT Julia Chapman be re-elected as a director of the Company. | 454,745,521 | 99.95 | 249,919 | 0.05 | 39,669 |
8. Ordinary Resolution: THAT Dawn Crichard be elected as a director of the Company. | 454,992,372 | 100 | 0 | 0 | 42,737 |
9. Ordinary Resolution: THAT the companies dividend policy be approved. | 455,006,484 | 100 | 0 | 0 | 28,625 |
10. Ordinary Resolution: THAT KPMG Channel Islands Jersey Limited be re-appointed as Auditors to the Company. | 455,008,364 | 99.99 | 6,915 | 0.01 | 19,830 |
11. Ordinary Resolution: THAT the remuneration of KPMG Channel Islands Jersey Limited be determined by the Audit and Risk Committee. | 454,725,602 | 99.93 | 305,677 | 0.07 | 3,830 |
12. Ordinary Resolution: THAT the Company be generally and unconditionally authorised to cancel or hold treasury in any of the Ordinary Share purchased pursuant to the authority granted. | 455,004,941 | 99.99 | 30,168 | 0.01 | 0 |
13. Special Resolution: THAT the Company be authorised to make market purchases of up to 131,622,131 Ordinary Shares. | 455,016,385 | 99.99 | 18,724 | 0.01 | 0 |
14. Special Resolution: THAT the Directors be authorised to allot and issue up to 87,806,625 Ordinary Shares, as if pre-emption rights in the articles did not apply.
| 454,954,352 | 99.98 | 80,757 | 0.02 | 0 |
The Special Resolution proposed in the notice and agenda of the EGM was also duly passed by the shareholders on a poll. The results of the voting are noted as follows:
Special Resolution | For | % | Against | % | Withheld |
THAT the Directors be authorised to allot and issue up to 87,806,625 Ordinary Shares, as if pre-emption rights in the articles did not apply.
| 399,134,165 | 85.89 | 65,558,739 | 14.11 | 15,852 |
The Board notes that votes representing 14.11% of total votes cast were received against the EGM resolution, including votes cast by a large shareholder following the recommendation of Pensions and Investment Research Consultants Limited ("PIRC"), a proxy adviser.
The UK Corporate Governance Code (the "UK Code") notes that where a significant proportion of votes have been cast against a resolution at a general meeting, a company should explain what actions it has taken to understand the reasons behind the vote. For these purposes, the UK Code and The Investment Association consider 20% or more of votes cast against a board recommendation for a resolution as being "significant" as opposed to PIRC, who consider 10% or more votes cast against a resolution as being significant.
The Company will seek to engage with the relevant shareholders who voted against the resolution, in order to understand the reasons for their votes and address their concerns.
In accordance with Listing Rule 9.6.2, the full text of the special resolutions passed at both the AGM and EGM have been submitted to the National Storage Mechanism and will be available at www.morningstar.co.uk/uk/NSM. The full text of the resolutions may also be found in the notices of the AGM and EGM which are available on the Company's website https://www.graviscapital.com/funds/gcp-infra
For further information, please contact:
Gravis Capital Management Limited +44 (0)20 3405 8500
Philip Kent
Dion Di Miceli
Stifel Nicolaus Europe Limited +44 (0)20 7710 7600
Mark Bloomfield
Nick Donovan
Buchanan/Quill +44 (0)20 7466 5000
Helen Tarbet
Sarah Gibbons-Cook
Henry Wilson
End of Announcement
Notes to the Editor
About GCP Infra
GCP Infra is a closed-ended investment company and FTSE-250 constituent whose shares are traded on the main market of the London Stock Exchange. Its objective is to provide shareholders with regular, sustained, long term distributions and to preserve capital over the long term by generating exposure to UK infrastructure debt and related and/or similar assets. The Company primarily targets investments in infrastructure projects with long term, public sector-backed, availability-based revenues. Where possible, investments are structured to benefit from partial inflation protection. GCP Infra is advised by Gravis Capital Management Limited.