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9 Jun 2015 16:00
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION, RELEASE, OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN, OR INTO, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL OR TO U.S. PERSONS. THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE INCLUDING IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA.
9 June 2015
INTERNATIONAL PUBLIC PARTNERSHIPS LIMITED
RESULT OF ANNUAL GENERAL MEETING (the "AGM")
International Public Partnerships Limited ("INPP" or the "Company") is pleased to announce that, at the AGM held at 10.00 am this morning, each of the Resolutions were duly passed without amendment.
The proxy votes received by the Company prior to the AGM were as follows:
Resolution | Votes For (including discretionary) | Votes Against | Votes Withheld* | |||
1 | Ordinary | 300,044,069 | 100.00% | 0 | 0.00% | 0 |
2 | Ordinary | 299,995,247 | 99.99% | 15,598 | 0.01% | 33,224 |
3 | Ordinary | 295,383,115 | 99.99% | 3,000 | 0.01% | 4,657,954 |
4 | Ordinary | 300,040,278 | 99.99% | 3,000 | 0.01% | 791 |
5 | Ordinary | 296,702,094 | 98.90% | 3,310,560 | 1.10% | 31,415 |
6 | Ordinary | 300,044,069 | 100.00% | 0 | 0.00% | 0 |
7 | Ordinary | 300,041,069 | 99.99% | 3,000 | 0.01% | 0 |
8 | Ordinary | 300,044,069 | 100.00% | 0 | 0.00% | 0 |
9 | Ordinary | 298,312,241 | 99.43% | 1,699,532 | 0.57% | 32,296 |
10 | Special | 299,988,651 | 99.99% | 6,528 | 0.01% | 48,890 |
11 | Special | 299,991,027 | 99.99% | 20,652 | 0.01% | 32,390 |
*A vote withheld is not a vote in law and is therefore not counted towards the proportion of votes "for" or "against" the Resolution.
In accordance with LR 9.6.18, details of those resolutions passed at the AGM that were not in the ordinary course of business are detailed below.
Resolution 10
To approve that the Company generally be and is hereby authorised for the purposes of section 315 of the Companies (Guernsey) Law, 2008 as amended (the "Law") to make market acquisitions (as defined in the Law) of ordinary shares in the capital of the Company of par value 0.01 penny each (the "Ordinary Shares") provided that:
a. The maximum number of Ordinary Shares authorised to be purchased shall be 14.99 per cent. of the Ordinary Shares in issue immediately following this annual general meeting (excluding treasury shares);
b. The minimum price (exclusive of expenses) which may be paid for such shares is £0.01 per Ordinary Share;
c. The maximum price (exclusive of expenses) payable by the Company which may be paid for Ordinary Shares shall be the higher of (i) 5 per cent. above the average market value for the five business days before 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 Ordinary Shares on the trading venue where the purchase price is carried out;
d. The authority hereby conferred shall (unless previously renewed or revoked) expire at the end of the annual general meeting of the Company to be held in 2016 or, if earlier, the date falling eighteen months from the passing of these resolutions;
e. The Company may make a contract to purchase its own 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 expiry of such authority, and may make a purchase of its own Ordinary Shares in pursuance of any such contract; and
f. any Ordinary Share acquired by the Company pursuant to the above authority may, subject to the requirements of the Law, be held as a treasury share in accordance with the Law or be cancelled by the Company.
Resolution 11
THAT the Directors of the Company from time to time (the "Board") be and are hereby generally empowered in accordance with Article 40(4) of the Company's articles of incorporation (in substitution for any existing such power or authority) to allot up to: (i) the aggregate number of Ordinary Shares as represent less than 10 per cent. of the number of Ordinary Shares already admitted to trading on the London Stock Exchange's main market for listed securities immediately following the passing of this resolution and (ii) such number of Ordinary Shares as may be agreed between the Company and the provider from time to time of investment advisory services to the Company (the "Investment Advisor") in lieu of a cash payment in respect of the Investment Advisor's entitlement to an incentive fee (if any) pursuant to the investment advisory agreement between the Company and the Investment Advisor prevailing at the time, in each case as if the pre-emption provisions contained in Article 40(1) of the Company's articles of incorporation did not apply to any such allotment, provided that this power shall (unless previously revoked, varied or renewed by the Company) expire on the conclusion of the annual general meeting of the Company to be held in 2016, save that the Company may make prior to such expiry any offer or agreement which would or might require shares to be allotted after expiry of such period and the Board may allot Ordinary Shares pursuant to such an offer or agreement notwithstanding the expiry of the authority given by this resolution.
For further information:
Erica Sibree +44 (0)20 7939 0558
Amber Fund Management Limited
Nick Westlake/Hugh Jonathan +44 (0)20 7260 1345/1263
Numis Securities
Ed Berry/Mitch Barltrop +44 (0) 20 3727 1046/1039FTI Consulting
Notes to Editors:
About International Public Partnerships:
International Public Partnerships Limited (INPP) is a listed infrastructure investment company which invests in global public infrastructure projects developed under the public private partnerships (PPP) and private finance initiative (PFI) procurement methods.
Listed in 2006, INPP is a long-term investor in 116 social and transport infrastructure projects, including schools, hospitals, courts, police headquarters, transport and renewable energy projects in the U.K., Europe, Australia and Canada. INPP seeks to provide its shareholders with both a long-term government-backed yield and capital growth through investment across both construction and operational phases of 20-40 year concessions.
Visit the INPP website at www.internationalpublicpartnerships.com for more information.
About Amber Infrastructure Group:
Amber Infrastructure Group (Amber) is a leading international infrastructure specialist, providing asset management and investment advisory services in respect of over £5 billion of assets in the UK, Europe, Australia and North America. Amber's core business focuses on sourcing, developing, advising on, investing in and managing infrastructure assets within the utilities, PPP, transport, renewable energy and regeneration sectors.
Amber provides investment advisory services to International Public Partnerships Limited as well as private investment funds, specialising in urban regeneration. Amber is headquartered in London with offices in Munich, Sydney, Melbourne and San Francisco and employs over 80 people, making it one of the largest international infrastructure specialists.