22 May 2019 13:51
London, 22 May 2019
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 Wednesday 22 May 2019. Details of the resolutions are set out in full in the Notice of AGM dated 10 April 2019.
Voting at the AGM was completed by way of a poll. All resolutions were passed by the required majority.
Resolutions 1 to 17 (inclusive) were passed as ordinary resolutions and resolutions 18 to 20 (inclusive) were passed as special resolutions.
As the Company has a controlling shareholder, Georgia Capital PLC, as defined in the Financial Conduct Authority's Listing Rules, each resolution to elect an independent Non-Executive Director (resolutions 5, 7 and 9 to 13) 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 2018. | 122,616,202 | 100.00 | 0 | 0.00 | 122,616,202 | 93.03 | 0 |
2 To declare a final dividend of GEL 0.053 per Ordinary Share. | 122,616,202 | 100.00 | 0 | 0.00 | 122,616,202 | 93.03 | 0 |
3 To receive and approve the Directors' Remuneration Report for the year ended 31 December 2018. | 112,670,870 | 91.91 | 9,917,421 | 8.09 | 122,588,291 | 93.01 | 27,911 |
4 To receive and approve the Directors' Remuneration Policy. | 111,045,689 | 90.70 | 11,379,602 | 9.30 | 122,425,291 | 92.88 | 190,911 |
5 To re-elect William Huyett, as a Non-Executive Director.** | 122,187,602 | 99.65 | 428,600 | 0.35 | 122,616,202 | 93.03 | 0 |
6 To re-elect Nikoloz Gamkrelidze, as an Executive Director. | 122,616,202 | 100.00 | 0 | 0.00 | 122,616,202 | 93.03 | 0 |
7 To re-elect David Morrison, as a Non-Executive Director.** | 121,445,318 | 99.05 | 1,170,884 | 0.95 | 122,616,202 | 93.03 | 0 |
8 To re-elect Irakli Gilauri, as a Non-Executive Director. | 122,107,702 | 99.59 | 508,500 | 0.41 | 122,616,202 | 93.03 | 0 |
9 To re-elect Ingeborg Øie, as a Non-Executive Director.** | 121,510,595 | 99.10 | 1,105,607 | 0.90 | 122,616,202 | 93.03 | 0 |
10 To re-elect Tim Elsigood, as a Non-Executive Director.** | 118,802,745 | 96.89 | 3,813,457 | 3.11 | 122,616,202 | 93.03 | 0 |
11 To re-elect Mike Anderson, as a Non-Executive Director.** | 122,616,202 | 100.00 | 0 | 0.00 | 122,616,202 | 93.03 | 0 |
12 To re-elect Jacques Richier, as a Non-Executive Director.** | 122,453,202 | 99.87 | 163,000 | 0.13 | 122,616,202 | 93.03 | 0 |
13 To elect Fabian Blank as a Non-Executive Director.** | 122,616,202 | 100.00 | 0 | 0.00 | 122,616,202 | 93.03 | 0 |
14 To re-appoint Ernst & Young LLP as Auditor to the Company. | 122,453,202 | 100.00 | 0 | 0.00 | 122,453,202 | 92.90 | 163,000 |
15 To authorise the Audit Committee to set the remuneration of the Auditor. | 122,616,202 | 100.00 | 0 | 0.00 | 122,616,202 | 93.03 | 0 |
16 To authorise political donations and political expenditure. | 122,363,202 | 99.93 | 90,000 | 0.07 | 122,453,202 | 92.90 | 163,000 |
17 To authorise the Board to allot shares. | 122,393,318 | 99.82 | 222,884 | 0.18 | 122,616,202 | 93.03 | 0 |
18 To authorise the disapplication of pre-emption rights. | 122,393,318 | 99.93 | 90,000 | 0.07 | 122,483,318 | 92.93 | 132,884 |
19 To authorise the disapplication of pre-emption rights for the purposes of acquisitions or capital investments. | 122,393,318 | 99.93 | 90,000 | 0.07 | 122,483,318 | 92.93 | 132,884 |
20 To authorise the Company to purchase its own shares. | 119,821,401 | 97.72 | 2,794,801 | 2.28 | 122,616,202 | 93.03 | 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 William Huyett, as a Non-Executive Director.** | 46,521,799 | 99.09 | 428,600 | 0.91 | 46,950,399 | 83.82 | 0 |
7 To re-elect David Morrison, as a Non-Executive Director.** | 45,779,515 | 97.51 | 1,170,884 | 2.49 | 46,950,399 | 83.82 | 0 |
9 To re-elect Ingeborg Oie, as a Non-Executive Director.** | 45,844,792 | 97.65 | 1,105,607 | 2.35 | 46,950,399 | 83.82 | 0 |
10 To re-elect Tim Elsigood, as a Non-Executive Director.** | 43,136,942 | 91.88 | 3,813,457 | 8.12 | 46,950,399 | 83.82 | 0 |
11 To re-elect Mike Anderson, as a Non-Executive Director.** | 46,950,399 | 100.00 | 0 | 0.00 | 46,950,399 | 83.82 | 0 |
12 To re-elect Jacques Richier, as a Non-Executive Director.** | 46,787,399 | 99.65 | 163,000 | 0.35 | 46,950,399 | 83.82 | 0 |
13 To elect Fabian Blank, as a Non-Executive Director.** | 46,950,399 | 100.00 | 0 | 0.00 | 46,950,399 | 83.82 | 0 |
*Issued share capital
**Independent Director
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 4 and 16 to 20) 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:
Link Company Matters Limited
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 16 district polyclinics. GHG is the single largest market participant, accounting for 25% of total hospital bed capacity in the country, as of 31 December 2018. GHG is also 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 27% market share based on net insurance premiums earned and approximately c.230,000 insurance customers as of now. GHG employed a total of c.15,900 people as at 31 December 2018, including c.3,600 physicians and 3,300 pharmacists.
For further information, please visit 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 |
This news report is presented for general informational purposes only and should not be construed as an offer to sell or the solicitation of an offer to buy any securities