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Annual General Meeting results

17 Feb 2015 12:18

RNS Number : 1406F
The MedicX Fund Limited
17 February 2015
 



 

 

Press Release

For immediate release

17 February 2015

 

MedicX Fund Limited

("MedicX Fund", "the Fund" or "the Company")

 

 

Annual General Meeting results

 

The Board of MedicX Fund Limited is pleased to announce that at the Annual General Meeting of its Shareholders held earlier today, each of the resolutions was duly proposed and passed by the appropriate majority. The details of the number of votes recorded in respect of each resolution was as follows:

 

1. ORDINARY RESOLUTION

IT WAS RESOLVED to re-appoint KPMG LLP as auditors of the Company.

In Favour - 158,623,854 (99.99%)

Against - 21,665 (0.01%)

Withheld - Nil

2. ORDINARY RESOLUTION

IT WAS RESOLVED to authorise the Directors to determine the remuneration of the auditors.

In Favour - 158,625,104 (99.99%)

Against - 20,415 (0.01%)

Withheld - Nil

3. ORDINARY RESOLUTION

 

IT WAS RESOLVED to approve the Annual Report and the Audited Financial Statements of the Company for the year ended 30 September 2014.

In Favour - 158,625,104 (99.99%)

Against - 20,415 (0.01%)

Withheld - Nil

4. ORDINARY RESOLUTION

 

IT WAS RESOLVED to approve the dividend policy of the Company.

In Favour - 158,625,104 (99.99%)

Against - 20,415 (0.01%)

Withheld - Nil

 

 

5. ORDINARY RESOLUTION

 

IT WAS RESOLVED to approve the Directors' remuneration report for the year ended 30 September 2014.

In Favour - 137,852,113 (99.95%)

Against - 68,911 (0.05%)

Withheld - 20,724,495

 

6. ORDINARY RESOLUTION

 

IT WAS RESOLVED to re-appoint Shelagh Mason as a Director of the Company.

In Favour - 158,625,104 (99.99%)

Against - 20,415 (0.01%)

Withheld - Nil

 

7. ORDINARY RESOLUTION

 

IT WAS RESOLVED to re-appoint John Hearle as a Director of the Company.

In Favour - 158,625,104 (99.99%)

Against - 20,415 (0.01%)

Withheld - Nil

 

8. ORDINARY RESOLUTION

 

IT WAS RESOLVED to re-appoint Stephen Le Page as a Director of the Company.

In Favour - 158,625,104 (99.99%)

Against - 20,415 (0.01%)

Withheld - Nil

 

9. ORDINARY RESOLUTION

 

IT WAS RESOLVED to re-appoint David Staples as a Director of the Company.

In Favour - 158,625,104 (99.99%)

Against - 20,415 (0.01%)

Withheld - Nil

 

 

10. SPECIAL RESOLUTION

 IT WAS RESOLVED to renew the authority set out in Article 4.2 of the Articles of Incorporation of the Company for a further period up to the conclusion of the next annual general meeting of the Company so that (without prejudice to the authority conferred on the Directors pursuant to Article 4) the Directors are generally and unconditionally authorised in substitution for all existing authorities to exercise all powers of the Company to issue, grant rights to subscribe for, or to convert any securities into, shares in the Company ("equity securities"):

 (a) up to an amount of 120,481,926 shares; and

 (b) up to a further amounts of 120,481,926 shares in connection with an offer by way of a rights issue in favour of holders of equity securities where the equity securities respectively attributable to the interests of all holders of equity securities are proportionate (as nearly as may be practicable) to the respective numbers of equity securities held by them,

which authority shall expire at the conclusion of the next annual general meeting of the Company to be held after the passing of this resolution (unless previously renewed, revoked or varied by the Company in general meeting), except that the Company may make an offer or agreement before such expiry, which would or might require the issue of equity securities after such expiry, and the Directors may issue equity securities in pursuance of any such offer or agreement as if the authority in question had not expired.

In Favour- 158,595,104 (99.97%)

Against - 50,415 (0.03%)

Withheld - Nil

 

11. SPECIAL RESOLUTION

 IT WAS RESOLVED, without prejudice to resolution 12, that the Company be generally and unconditionally authorised to make market acquisitions of its own shares (within the meaning of Section 315 of The Companies (Guernsey) Law, 2008, as amended) and the Company be generally and unconditionally authorised to hold the maximum number permitted by section 327 of The Companies (Guernsey) Law, 2008, as amended, of such shares so purchased as treasury shares provided that:

(a) the maximum number of ordinary shares authorised to be acquired is such number representing 14.99 per cent. of the issued share capital of the Company (rounded to the nearest whole number);

 

(b) the minimum price that may be paid for each ordinary share is one penny;

 

(c) the maximum price that may be paid for each ordinary share is an amount equal to the higher of: (i) 105 per cent. of the average of the middle market quotations for a share as derived from the Daily Official List of the London Stock Exchange for the five Business Days immediately preceding the day on which that share is purchased; (ii) the price of the last independent trade; and (iii) the highest current independent bid at the time of purchase;

 

(d) any purchase of ordinary shares shall be made in the market for cash at prices below the prevailing net asset value per share (as determined by the Directors);

 

(e) the authority conferred shall expire at the conclusion of the next annual general meeting of the Company to be held in 2016, unless such authority is renewed prior to such time; and

 

(f) the Company may, before such expiry, make an offer or agreement which would or might require shares to be repurchased after such expiry and the Company may repurchase shares in pursuance of such an offer or agreement as if the authority conferred hereby had not expired.

In Favour - 158,603,854 (99.97%)

Against - 41,665 (0.03%)

Withheld - Nil

 

12. SPECIAL RESOLUTION

 IT WAS RESOLVED that, the Company be authorised to issue to Canaccord Genuity Limited up to 32,806,402 ordinary shares and following such issue to make a market acquisition of such ordinary shares (within the meaning of Section 315 of The Companies (Guernsey) Law, 2008, as amended) and to hold such ordinary shares as treasury shares provided that:

(a) the ordinary shares shall be issued at a price per share determined by the Directors provided that such price shall be no lower than the market quoted bid price and no higher than the market quoted offer price for an ordinary share in the capital of the Company in each case at the time at which the Directors resolve to issue the ordinary shares, such price being the "Issue Price per Share".

 

(b) the price that shall be paid by the Company to acquire each share shall be the Issue Price per Share;

 

(c) the authority conferred shall expire at the conclusion of the next annual general meeting of the Company to be held in 2016, unless such authority is renewed prior to such time; and

 

(d) the Company may, before such expiry, make an offer or agreement which would or might require shares to be repurchased after such expiry and the Company may repurchase shares in pursuance of such an offer or agreement as if the authority conferred hereby had not expired.

In Favour - 157,579,045 (99.37%)

Against - 991,474 (0.63%)

Withheld - 75,000

 

13. SPECIAL RESOLUTION

 IT WAS RESOLVED that, in accordance with Article 13.5, Article 13.3 shall be excluded to the extent necessary to provide the Directors with authority to issue equity securities for cash (including, without limitation, the authority to sell equity securities in the form of ordinary shares that immediately before sale were held by the Company as treasury shares) pursuant to the authority conferred by Resolution 10, such power to be limited;

(a) to the issue of equity securities in connection with a rights issue in favour of holders of equity securities where the equity securities respectively attributable to the interests of all holders of equity securities are proportionate (as nearly as may be practicable) to the respective numbers of equity securities held by them, provided that this authority shall expire at the conclusion of the Company's next annual general meeting to be held in 2016 after the passing of this resolution (unless previously renewed, revoked or varied by the Company in general meeting); and

 

(b) to the issue (otherwise than under paragraph (a) above) of equity securities on a non-pre-emptive basis up to an amount representing 10 per cent. of the issued share capital of the Company in issue from time to time, provided that such equity securities are issued at a price not less than the Company's adjusted net asset value per share at the time of the issue, provided that this authority shall expire at the conclusion of the Company's next annual general meeting to be held in 2016 after the passing of this resolution (unless previously renewed, revoked or varied by the Company in general meeting),

except that the Company may make an offer or agreement as contemplated by paragraph (a) or (b) of this resolution before the expiry of the relevant authority, which would or might require the issue of equity securities after such expiry, and the Directors may issue equity securities in pursuance of any such offer or agreement as if the authority in question had not expired.

In Favour - 158,592,183 (99.97%)

Against - 53,336 (0.03%)

Withheld - Nil

 

14. SPECIAL RESOLUTION

 IT WAS RESOLVED that, in accordance with Article 13.5, Article 13.3 shall be further excluded to the extent necessary to provide the Directors with authority to issue equity securities for cash pursuant to the authority conferred by Resolution 12 such power to be limited to the issue of equity securities up to an amount representing 10 per cent. of the issued share capital of the Company in issue from time to time and provided that this power shall expire at the conclusion of the Company's next annual general meeting to be held in 2016 after the passing of this resolution (unless previously renewed, revoked or varied by the Company in general meeting).

In Favour - 158,599,474 (99.97%)

Against - 46,045 (0.03%)

Withheld - Nil

 

 

 

 

 

Notes:

· The votes "in favour" of the resolution are calculated as the aggregate of proxy instructions voting "in favour" of the resolution and the votes at the Chairman's discretion.

· A vote "withheld" is not a vote in law and is not calculated in the proportion of the votes "in favour" or "against" the resolution.

· The total number of voting rights at the proxy deadline was 361,445,780.

 

For further information please contact:

 

MedicX Fund +44 (0) 1481 723 450

David Staples, Chairman

 

Octopus Healthcare Group +44 (0) 1483 869 500

Mike Adams, Chief Executive Officer

Mark Osmond, Chief Financial Officer

 

Canaccord

Andrew Zychowski / Helen Goldsmith +44 (0) 20 7523 8000

 

Buchanan Communications +44 (0) 20 7466 5000

Charles Ryland / Sophie McNulty

 

 

 

Information on MedicX Fund Limited

MedicX Fund Limited ("MXF", the "Fund" or the "Company", or together with its subsidiaries, the "Group") is a specialist primary care infrastructure investor in modern, purpose-built primary healthcare properties in the United Kingdom, listed on the London Stock Exchange, with a portfolio comprising 141 properties.

 

The Investment Adviser to the Company is Octopus Healthcare Adviser Ltd, which is authorised and regulated by the Financial Conduct Authority and is a subsidiary of the Octopus Healthcare Group. The Octopus Healthcare Group is a specialist investor, developer and manager of healthcare properties with 36 people operating across the UK.

 

The Company's website address is www.medicxfund.com. Neither the contents of the Company's website nor the contents of any website accessible from hyperlinks on the Company's website (or any other website) nor the contents off any website accessible from hyperlinks within this announcement, are incorporated into, or forms part of, this announcement.

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
RAGEAAAXFFKSEFF
Date   Source Headline
14th Mar 20193:30 pmRNSForm 8.3 - MXF LN
14th Mar 20193:20 pmRNSForm 8.3 - MedicX Fund Limited
14th Mar 20193:19 pmRNSForm 8.3 - Primary Health Properties
14th Mar 20192:53 pmRNSForm 8.3 - MedicX Fund Limited
14th Mar 20192:23 pmRNSForm 8.3 - Primary Health Properties plc
14th Mar 20191:30 pmRNSForm 8.3 - MedicX Fund Limited
14th Mar 201912:00 pmRNSForm 8.5 (EPT/RI) - MedicX Fund Limited
14th Mar 201912:00 pmRNSForm 8.5 (EPT/RI) - Primary Health Properties PLC
14th Mar 201911:07 amRNSCourt Sanction of Scheme of Arrangement
14th Mar 201911:00 amRNSCOURT SANCTION OF SCHEME OF ARRANGEMENT
14th Mar 201910:44 amRNSForm 8.5 (EPT/RI) - MedicX Fund Limited
14th Mar 20198:23 amRNSForm 8.5 (EPT/RI) - MedicX Fund Limited
13th Mar 20193:30 pmRNSForm 8.3 - MXF LN
13th Mar 20192:19 pmRNSForm 8.3 - MedicX Fund Limited
13th Mar 20192:18 pmGNWForm 8.3 - [Medicx Fund Ltd]
13th Mar 201912:44 pmRNSForm 8.3 - Medicx Fund Limited
13th Mar 201912:28 pmRNSForm 8.3 - Primary Health Properties Plc
13th Mar 201912:00 pmRNSForm 8.5 (EPT/RI) - MedicX Fund Limited
13th Mar 201912:00 pmRNSForm 8.5 (EPT/RI) - Primary Health Properties PLC
13th Mar 201911:58 amRNSForm 8.5 (EPT/RI) - MedicX Fund Limited
13th Mar 201910:00 amRNSForm 8.3 - [MedicX/ Primary Health]
13th Mar 20199:50 amRNSForm 8.3 - [MedicX / Primary Health]
13th Mar 20198:40 amRNSForm 8.5 (EPT/RI) - MedicX Fund Limited
13th Mar 20198:19 amRNSForm 8.3 - MedicX Fund Limited
12th Mar 20194:14 pmRNSForm 8.3 - Primary Health Properties
12th Mar 20193:30 pmRNSForm 8.3 - MXF LN
12th Mar 20192:24 pmRNSForm 8.3 - MedicX Fund Limited
12th Mar 201912:00 pmRNSForm 8.5 (EPT/RI) - Primary Health Properties PLC
12th Mar 201912:00 pmRNSForm 8.5 (EPT/RI) - MedicX Fund Limited
12th Mar 201910:40 amRNSForm 8.3 - [MedicX/Primary Health]
12th Mar 20199:58 amRNSForm 8.5 (EPT/RI) - MedicX Fund Limited
12th Mar 20199:23 amGNWForm 8.3 - MedicX Fund Limited
12th Mar 20198:07 amRNSForm 8.5 (EPT/RI) - MedicX Fund Limited
12th Mar 20198:06 amRNSForm 8.3 - Primary Health Properties
12th Mar 20198:04 amRNSForm 8.3 - MedicX Fund Limited
11th Mar 20195:30 pmRNSPrimary Health Properties
11th Mar 20193:20 pmRNSForm 8.3 - MedicX Fund Limited
11th Mar 20191:41 pmRNSForm 8.3 - MedicX Fund/ Primary Health Properties
11th Mar 20191:17 pmRNSForm 8.3 - MedicX Fund Limited
11th Mar 201912:00 pmRNSForm 8.5 (EPT/RI) - MedicX Fund Limited
11th Mar 201912:00 pmRNSForm 8.5 (EPT/RI) - Primary Health Properties PLC
11th Mar 201911:31 amGNWForm 8.3 - [Medicx Fund Ltd]
11th Mar 201910:55 amRNSForm 8.3 - [MedicX/Primary Health]
11th Mar 201910:39 amRNSForm 8.5 (EPT/RI) - MedicX Fund Limited
11th Mar 201910:32 amRNSForm 8.3 - MedicX Fund
11th Mar 20198:24 amRNSForm 8.3 - MedicX Fund Limited
11th Mar 20198:18 amRNSForm 8.5 (EPT/RI) - MedicX Fund Limited
8th Mar 20193:30 pmRNSForm 8.3 - MedicX Fund Limited
8th Mar 20193:15 pmRNSForm 8.3 - MedicX Fund Limited
8th Mar 20193:00 pmRNSForm 8.3 - Primary Health Properties plc

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