Last checked at 29 Sep 2010 16:00
29 September 2010
KSK Power Ventur plc ("KSK" or "the Company")
AGM Statement
KSK Power Ventur plc (KSK.L), the power project company listed on the London Stock Exchange, with interests in multiple power plants and businesses across India, announces that all the proposed resolutions, except for special resolution 5 (pre-emption disapplication authority), were duly passed at the Annual General Meeting held on 29 September 2010. Thereupon, the meeting was adjourned sine die.
The Company has not taken up the resolution authorising pre-emption disapplication authority, in the spirit of good practise and corporate governance, since the Company has announced today the placement of 12,254,902 new ordinary shares (representing 8.78 per cent. of the current issued share capital) of 0.1p each in the capital of the Company (the "Placing Shares") with institutional investors and the trading of such allotted shares is yet to commence. The Company proposes to seek and obtain a separate shareholder authority with respect to new pre-emption disapplication authorities at an appropriate time in the future. In the meantime, the Company retains an ongoing pre-emption disapplication in respect of shares representing 1.89 per cent. of the share capital of the Company as enlarged by the issue of the Placing Shares.
In accordance with paragraph 14.3.6 of the Listing Rules, copy of the special resolution passed at the Annual General Meeting with respect to authority for market purchases of its own ordinary shares is copied below.
For further information, please contact:
| KSK Power Ventur plc Mr. S. Kishore, Executive Director Mr. K. A. Sastry, Executive Director
| +91 40 2355 9922 |
| Arden Partners plc Richard Day / Adrian Trimmings
| +44 (0)20 7614 5917 |
| Financial Dynamics Jonathan Brill / Billy Clegg / Ed Westropp
| +44(0)20 7831 3113 |
At the ANNUAL GENERAL MEETING of the Company, duly convened and held at 15-19 Athol Street, Douglas, Isle of Man IM1 1LM on 29 September 2010 the following resolutions were passed:-
ORDINARY RESOLUTIONS
1. To receive and adopt the audited accounts of the Company for the financial year ended 31 March 2010 together with the directors' report and auditors' report on those accounts.
2. To re-appoint Mr. Kolluri Ayyappa Sastry, who retires pursuant to article 88.1 of the Company's Articles of Association and who, being eligible, offers himself for re-appointment as a Director.
3. To re-appoint Mr Sethuraman Kishore, who retires pursuant to article 88.1 of the Company's Articles of Association and who, being eligible, offers himself for re-appointment as a Director.
4. To re-appoint Grant Thornton as auditors to the Company, to hold office from the conclusion of this meeting until the conclusion of the next annual general meeting at which accounts are laid before the shareholders and to authorise the Directors to fix the remuneration of the auditors.
SPECIAL RESOLUTION
5. That the Company generally be and is hereby authorised to make market purchases of Ordinary Shares provided that:
(i) the maximum number of Ordinary Shares hereby authorised to be purchased is 10% of the Company's issued share capital;
(ii) the minimum price which may be paid for such Ordinary Shares is the nominal amount thereof;
(iii) the maximum price (exclusive of expenses) which may be paid for such Ordinary Shares shall be 5 per cent above the average of the middle market quotations taken from the Official List of the UK Listing Authority for the five business days before the purchase is made;
(iv) the authority hereby conferred shall (unless previously renewed or revoked) expire on the earlier of the next annual general meeting of the Company and the date which is eighteen months after the date on which this resolution is passed; and
(v) 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.