30 Apr 2018 13:23
London, 30 April 2018
Georgia Healthcare Group PLC - Result of AGM
The Board of Directors of Georgia Healthcare Group PLC (the "Company") announces the results of voting on the resolutions put to shareholders at its Annual General Meeting (the "AGM") held on Monday, 30 April 2018. Details of the resolutions are set out in full in the Notice of AGM dated 26 March 2018.
Voting at the AGM was completed by way of a poll. All resolutions were passed by the required majority.
Resolutions 1 to 14 were passed as ordinary resolutions and resolutions 15, 16 and 17 were passed as special resolutions. As the Company has a controlling shareholder, BGEO Group PLC, as defined in the Financial Conduct Authority's Listing Rules, each resolution to elect an independent Non-Executive Director (resolutions 5 to 10) has been approved by a majority of the votes cast by:
· the shareholders of the Company as a whole; and
· the independent shareholders of the Company, that is, all the shareholders entitled to vote on each resolution excluding the controlling shareholder.
The results of the poll for each resolution were as follows:
RESOLUTION | VOTESFOR | % | VOTESAGAINST | % | VOTESTOTAL | % of ISC* VOTED | VOTESWITHHELD |
1 To receive and adopt the Annual Report and Accounts for the year ended 31 December 2017. | 123,696,517 | 99.86 | 176,417 | 0.14 | 123,872,934 | 94.07% | 0 |
2 To receive and approve the Directors' Remuneration Report for the year ended 31 December 2017. | 119,961,911 | 97.13 | 3,540,638 | 2.87 | 123,502,549 | 93.79% | 370,385 |
3 To re-elect Irakli Gilauri, as a Non-Executive Director. | 109,387,356 | 88.31 | 14,485,579 | 11.69 | 123,872,935 | 94.07% | 0 |
4 To re-elect Nikoloz Gamkrelidze, as an Executive Director. | 123,872,935 | 100.00 | 0 | 0.00 | 123,872,935 | 94.07% | 0 |
5 To re-elect David Morrison, as a Non-Executive Director.** | 122,555,427 | 98.94 | 1,317,507 | 1.06 | 123,872,934 | 94.07% | 0 |
6 To re-elect Ingeborg Oie, as a Non-Executive Director.** | 122,551,606 | 98.93 | 1,321,328 | 1.07 | 123,872,934 | 94.07% | 0 |
7 To re-elect Tim Elsigood, as a Non-Executive Director.** | 121,222,392 | 97.86 | 2,650,542 | 2.14 | 123,872,934 | 94.07% | 0 |
8 To re-elect Mike Anderson, as a Non-Executive Director.** | 123,872,935 | 100.00 | 0 | 0.00 | 123,872,935 | 94.07% | 0 |
9 To re-elect Jacques Richier, as a Non-Executive Director.** | 123,872,935 | 100.00 | 0 | 0.00 | 123,872,935 | 94.07% | 0 |
10 To elect William Huyett, as a Non-Executive Director.** | 123,872,935 | 100.00 | 0 | 0.00 | 123,872,935 | 94.07% | 0 |
11 To re-appoint Ernst & Young LLP as Auditor to the Company. | 123,697,049 | 100.00 | 0 | 0.00 | 123,697,049 | 93.94% | 175,885 |
12 To authorise the Audit Committee to set the remuneration of the Auditor. | 123,872,935 | 100.00 | 0 | 0.00 | 123,872,935 | 94.07% | 0 |
13 To authorise political donations and political expenditure. | 120,081,329 | 99.92 | 95,216 | 0.08 | 120,176,545 | 91.26% | 3,696,388 |
14 To authorise the Board to allot shares. | 123,870,070 | 100.00 | 2,865 | 0.00 | 123,872,935 | 94.07% | 0 |
15 To authorise the disapplication of pre-emption rights. | 123,872,935 | 100.00 | 0 | 0.00 | 123,872,935 | 94.07% | 0 |
16 To authorise the disapplication of pre-emption rights for the purposes of acquisitions or capital investments. | 123,510,417 | 99.71 | 362,517 | 0.29 | 123,872,934 | 94.07% | 0 |
17 To authorise the Company to purchase its own shares. | 123,691,832 | 99.85 | 181,102 | 0.15 | 123,872,934 | 94.07% | 0 |
*Issued share capital
**Independent Director
Votes of independent shareholders on the resolutions concerning the re-election of the independent Non-Executive Directors
RESOLUTION | VOTESFOR | % | VOTESAGAINST | % | VOTESTOTAL | % of ISC* VOTED | VOTESWITHHELD |
5 To re-elect David Morrison, as a Non-Executive Director.** | 47,042,807 | 97.28 | 1,317,507 | 2.72 | 48,360,314 | 92.09% | 0 |
6 To re-elect Ingeborg Oie, as a Non-Executive Director.** | 47,038,986 | 97.27 | 1,321,328 | 2.73 | 48,360,314 | 92.09% | 0 |
7 To re-elect Tim Elsigood, as a Non-Executive Director.** | 45,709,772 | 94.52 | 2,650,542 | 5.48 | 48,360,314 | 92.09% | 0 |
8 To re-elect Mike Anderson, as a Non-Executive Director.** | 48,360,315 | 100.00 | 0 | 0.00 | 48,360,315 | 92.09% | 0 |
9 To re-elect Jacques Richier, as a Non-Executive Director.** | 48,360,315 | 100.00 | 0 | 0.00 | 48,360,315 | 92.09% | 0 |
10 To elect William Huyett, as a Non-Executive Director.** | 48,360,315 | 100.00 | 0 | 0.00 | 48,360,315 | 92.09% | 0 |
*Issued share capital
**Independent Director
In accordance with Listing Rule 9.6.11, Georgia Healthcare Group plc announces that, having given notice to the Company he would not be seeking re-election as a non-executive director at the 2018 Annual General Meeting (AGM), Mr Neil Janin stepped down from the Board at the AGM on 30 April 2018. As required by section 430(2B) of the Companies Act 2006, we can confirm that no remuneration is payable consequent upon or in respect of his retirement.
Notes:
1. As at the date of the AGM, the Company had 131,681,820 ordinary shares in issue. The Company did not hold any shares in treasury and therefore the number of total voting rights as at the date of the AGM was 131,681,820. In accordance with the Company's Articles of Association and subject to the Listing Rules, on a poll every member who is present in person or by proxy has one vote for every share held.
2. The scrutineer of the poll was Computershare Investor Services PLC, the Company's Share Registrar.
3. Note that a "vote withheld" is not a vote in law and such votes have not been included in the calculation of votes "for" and "against" each resolution. Proxy appointments which gave discretion to the Chairman have been included in the "for" total above.
In accordance with Listing Rule 9.6.2, copies of the resolutions which constitute special business at the AGM (being resolutions 13 - 17) will be submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/nsm. A copy of this announcement has been posted on the Company's website, www.ghg.com.ge.
Name of authorised official of issuer responsible for making notification:
Rebecca Wooldridge
Group Company Secretary
About Georgia Healthcare Group PLC
Georgia Healthcare Group PLC is a UK incorporated holding company of the largest healthcare services provider in the fast-growing, predominantly privately-owned, Georgian healthcare services market. GHG's leadership position is underpinned by offering the most comprehensive range of inpatient and outpatient services targeting the mass market segment through its vertically integrated network of 37 hospitals and 12 polyclinic clusters (consisting of 16 polyclinics and 24 express outpatient clinics), as at 31 December 2017. GHG is the single largest market participant, accounting for 24.5% of total hospital bed capacity in the country, as of 31 December 2017. From January 2017, GHG become the largest pharmaceuticals retailer and wholesaler in Georgia, with approximately 30% market share by revenue. GHG is the second largest provider of medical insurance in Georgia with a 29.0% market share based on net insurance premiums earned and approximately 155,000 insurance customers as at January 2018. GHG employed a total of c.15,100 people as at 31 December 2017, including c.3,500 physicians.
For further information, please visit www.ghg.com.ge or contact:
Nikoloz Gamkrelidze | Irakli Gogia | Ketevan Kalandarishvili |
CEO | CFO | Head of Investor Relations |
+995 322 550505 (5077) | +995 322 550505 (5088) | +995 322 550505 (5079) |
ngamkrelidze@ghg.com.ge | irakligogia@ghg.com.ge | ir@ghg.com.ge |