Last checked at 
26 Mar 2019 12:40
26 March 2019
HICL Infrastructure Company Limited
Results of Extraordinary General Meeting
The Directors of HICL Infrastructure Company Limited ("HICL" or the "Company"), the listed infrastructure investment company advised by InfraRed Capital Partners Limited ("InfraRed"), are pleased to announce the results of voting at the extraordinary general meeting of the Company held at 11:00 AM on Tuesday, 26 March 2019 at the offices of Aztec Group, East Wing, Trafalgar Court, Les Banques, St Peter Port, Guernsey (the "EGM" or the "Meeting").
The notice of the EGM and proposed agenda and resolutions were circulated to shareholders and announced to the market on 4 March 2019.
Each of the resolutions proposed at the EGM was duly passed. Voting was conducted by way of a poll on each of the resolutions put to the Meeting. This is seen as best practice as it gives all shareholders the opportunity to participate in the decision-making of the Company and have their votes recorded even if they are unable to attend the Meeting in person.
Total votes of 1,016,531,426 were cast at the EGM. The results of the voting are noted as follows:
In Favour | Against | Withheld | ||||
Resolution | Type | Votes | %age | Votes | %age | Votes |
1 | Ordinary | 925,355,560 | 91.21 | 89,220,356 | 8.79 | 1,955,510 |
2 | Special | 925,341,644 | 91.21 | 89,220,356 | 8.79 | 1,969,426 |
3 | Ordinary | 925,321,174 | 91.21 | 89,206,835 | 8.79 | 2,003,417 |
4 | Ordinary | 801,878,823 | 79.04 | 212,641,364 | 20.96 | 2,011,238 |
The Board and InfraRed acknowledge that while Resolution 4 has passed with a substantial majority, a minority of shareholders did not support its detail. As outlined in the EGM Circular, promoting the alignment and stability of the Company's management arrangements is of key importance, which is central to the resolution. Both parties are committed to enhancing this alignment and to heeding shareholder feedback. To this end, having regard for Provision 4 of the UK Corporate Governance Code, the Board and InfraRed have agreed to further adjust the management arrangements by removing the Acquisition Fee altogether for investments exchanging after 1 April 2019, being the date of Admission of HICL Infrastructure PLC.
A copy of this announcement will be available on the Company's website and, in accordance with Listing Rule 9.6.2, the full text of the resolutions passed at the EGM may be found in the Notice of EGM published on 4 March 2019 available from the National Storage Mechanism at http://www.morningstar.co.uk/uk/NSM.
Notes:
1. Defined terms used in this announcement shall bear the meanings given in the EGM Circular.
2. Ordinary resolutions are passed if more than 50% of votes are cast in favour of the resolution; special resolutions are passed if more than 75% of votes are cast in favour of the resolution.
3. The Discretionary votes received were voted in favour of each resolution.
4. A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes "for" and "against" a particular resolution.
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Enquiries
InfraRed Capital Partners Limited +44 (0) 20 7484 1800
Harry Seekings
Keith Pickard
Tulchan Communications +44 (0) 20 7353 4200
David Allchurch
Canaccord Genuity Limited +44 (0) 20 7523 8000
David Yovichic
RBC Capital Markets +44 (0) 20 7653 4000
Darrell Uden
HICL Infrastructure Company Limited
HICL Infrastructure Company Limited ("HICL Guernsey" or the "Company", and together with its subsidiaries the "Group") is a long-term investor in infrastructure assets which are predominantly operational and yielding steady returns. It was the first infrastructure investment company to be listed on the London Stock Exchange.
With a current portfolio of 118 infrastructure investments, HICL is seeking further suitable opportunities, which are positioned at the lower end of the risk spectrum, in three target markets segments: PPP projects; regulated assets; and demand-based assets.
Further details can be found on the HICL website www.hicl.com.
Investment Adviser (InfraRed Capital Partners)
The Investment Adviser to HICL is InfraRed Capital Partners Limited ("InfraRed") which has successfully invested in over 200 infrastructure projects since 1997. InfraRed is a leading international investment manager focused on infrastructure and real estate. It operates worldwide from offices in London, Hong Kong, New York, Seoul and Sydney. With over 140 professionals it manages in excess of US$10bn of equity capital in multiple private and listed funds, primarily for institutional investors across the globe. InfraRed is authorised and regulated by the Financial Conduct Authority. InfraRed has been appointed as the alternative investment fund manager of HICL Infrastructure plc.
The infrastructure investment team at InfraRed consists of over 75 investment professionals, all with an infrastructure investment background and a broad range of relevant skills, including private equity, structured finance, construction, renewable energy and facilities management.
InfraRed implements best-in-class practices to underpin asset management and investment decisions, promotes ethical behaviour and has established community engagement initiatives to support good causes in the wider community. InfraRed is a signatory of the Principles of Responsible Investment.
Further details can be found on InfraRed's website www.ircp.com.