Last checked at 4 Jan 2021 12:28
4 January 2021
Primary Health Properties PLC
("PHP" or the "Company")
Result of General Meeting
Further to the announcement on 10 December 2020 in relation to the proposed management internalisation and adoption of the New Articles, all of the resolutions put to shareholders required to effect the Internalisation and approve the adoption of the New Articles (as set out in full in the Notice of General Meeting issued on 11 December 2020) were duly passed.
Any proxy votes which were at the discretion of the Chairman have been included in the "For" total
Full details of the results are set out below.
Resolution | Votes For | % | Votes Against | % | Total Votes Validly Cast | Vote withheld | % | |
1. | Approval of substantial property acquisition from Harry Hyman, allotment of shares and remuneration policy | 759,002,089 | 99.95 | 416,356 | 0.05 | 781,849,853 | 22,431,408 | 2.87 |
2. | Adoption of new articles of association | 773,995,971 | 99.97 | 227,114 | 0.03 | 783,849,915 | 9,666,830 | 1.23 |
Shareholders representing 99.9% of the votes cast voted in favour of all the resolutions at the GM. Votes 'For' and 'Against' are expressed as a percentage of the total votes received. 'Votes Withheld' are not a vote in law and have not been counted in the calculation of the 'Votes For' and 'Votes Against' the resolutions or the total number of votes validly cast.
As at close of business on 30 December 2020, being the last for registration of shareholdings for before the General Meeting, PHP had 1,315,551,380 Ordinary Shares in issue each carrying one vote and therefore the total number of voting rights in respect of the General Meeting is 1,315,551,380. As set out in full in the Circular, Harry Hyman, who (together with persons closely associated with him) held 12,897,174 shares at the time of the General Meeting, voluntarily agreed not to vote on the Acquisition Resolution.
The voting results will also shortly be available on PHP's website at www.phpgroup.co.uk/investors.
Applications have been made to the Financial Conduct Authority (the "FCA") and the London Stock Exchange plc (the "LSE") respectively for the admission of 11,485,080 new Ordinary Shares ("New Shares") pursuant to the terms of the Share Purchase Agreement to the premium listing segment of the Official List of the FCA and to trading on the main market for listed securities of the LSE (together, "Admission").
Admission of the New Shares is expected to be effective on 6 January 2021. Following admission and in accordance with the Disclosure and Transparency Rules of the Financial Conduct Authority, the Company will have 1,327,036,460 Ordinary Shares in issue, each share carrying the right to one vote. The Company does not hold any shares in treasury.
The above figure of 1,327,036,460 Ordinary Shares may be used by shareholders in the Company as the denominator for the calculation by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority.
Capitalised terms used but not defined in this announcement have the meanings given to them in the circular published by the Company on 11 December 2020.
Legal Entity Identifier: 213800Y5CJHXOATK7X11
For further information contact:
Primary Health Properties PLC Steven Owen, Chairman Paul Wright, Company Secretary
| 020 7451 7050 |
Numis Securities Limited (Joint Sponsor, Financial Adviser and Broker) James Black / Kevin Cruickshank / Huw Jeremy
| 020 7260 1000 |
Peel Hunt LLP (Joint Sponsor, Financial Adviser and Broker) Capel Irwin / Carl Gough / Harry Nicholas
| 020 7418 8900 |
Buchanan David Rydell / Steph Watson / Tilly Abraham | 0207 466 5066 |