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INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION, RELEASE, OR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.
INTERNATIONAL PUBLIC
PARTNERSHIPS LIMITED
("INPP"
or the "Company")
RESULT OF ANNUAL GENERAL
MEETING ("AGM")
04 June
2024
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 votes received by the Company
were as follows:
Resolution
|
Votes For
(including
discretionary)
|
Votes
Against
|
Votes Withheld*
|
1
|
Ordinary
|
1,386,425,383
|
99.99
|
3,687
|
0.01
|
30,767
|
2
|
Ordinary
|
1,386,275,359
|
99.99
|
123,930
|
0.01
|
60,548
|
3
|
Ordinary
|
1,336,024,955
|
96.37
|
50,374,451
|
3.63
|
60,431
|
4
|
Ordinary
|
1,330,037,707
|
95.93
|
56,361,699
|
4.07
|
60,431
|
5
|
Ordinary
|
1,296,427,801
|
93.51
|
89,971,605
|
6.49
|
60,431
|
6
|
Ordinary
|
1,062,040,285
|
76.60
|
324,350,469
|
23.40
|
69,083
|
7
|
Ordinary
|
1,336,016,206
|
96.37
|
50,373,451
|
3.63
|
70,180
|
8
|
Ordinary
|
1,336,017,089
|
96.37
|
50,378,451
|
3.63
|
64,297
|
9
|
Ordinary
|
1,336,017,089
|
96.37
|
50,378,451
|
3.63
|
64,297
|
10
|
Ordinary
|
1,386,441,147
|
99.99
|
3,937
|
0.01
|
14,753
|
11
|
Ordinary
|
1,386,331,741
|
99.99
|
104,688
|
0.01
|
23,408
|
12
|
Ordinary
|
1,386,352,727
|
99.99
|
70,342
|
0.01
|
36,768
|
13
|
Ordinary
|
1,386,380,671
|
99.99
|
56,260
|
0.01
|
22,906
|
14
|
Special
|
1,386,345,417
|
99.99
|
75,178
|
0.01
|
39,242
|
15
|
Special
|
1,383,964,365
|
99.82
|
2,456,230
|
0.18
|
39,242
|
*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 13 - Ordinary Resolution
THAT, in accordance with Article 108
of the articles of incorporation, the Board may, in respect of
dividends declared for any financial period or periods of the
Company ending prior to the annual general meeting of the Company
to be held in 2025, offer the holders of the ordinary shares in the
capital of the Company of par value 0.01 penny each (the
"Ordinary Shares") the
right to elect to receive further Ordinary Shares, credited as
fully paid, in respect of all or any part of such dividend or
dividends declared in respect of any such period or
periods.
Resolution 14 - Special Resolution
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
2025 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 15 - Special Resolution
THAT the Directors of the Company
from time to time (the "Board") be and are hereby generally
empowered in accordance with Article 39.4 of the articles of
incorporation (in substitution for the existing power and authority
granted at the Company's Annual General Meeting held in 2023, but
in addition to and without prejudice to any other existing power
and authority to allot shares granted to the Board), to allot up to
the aggregate number of Ordinary Shares as represent 9.99 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 as if the
pre-emption provisions contained in Article 39.1 of the 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 2025, 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.
The Company notes that a greater
than 20% vote was registered against the re-appointment of Mr Giles
Frost and therefore, in accordance with the Association of
Investment Companies' Code of Corporate Governance and the UK
Corporate Governance Code, it will consult with shareholders and
report within six months of the AGM.
This announcement is made in
accordance with Listing Rule 9.6.11R.
Committee Changes
Following the conclusion of the AGM
and in line with the ongoing periodic rotation of Board
Responsibilities, the following Committee changes took place
effective today:
- Stephanie Coxon was appointed as
the Chair of the Audit and Risk Committee;
- Meriel
Lenfestey was appointed as the Chair of the Environmental, Social
and Governance Committee;
- Julia Bond
was appointed as the Chair of the Management and Engagement
Committee; and,
- Sally-Ann
David was appointed as the Chair of the Nomination and Remuneration
Committee.
As announced on 19 April 2024, Giles
Adu will join the Board of the Company as a non-executive Director
with effect from 1 September 2024 and has also been appointed to
each of the Company's Committees with effect from the same
date.
Enquiries:
Erica Sibree/Amy Edwards
Amber Fund Management
Limited
|
+44 (0) 7557 676 499/+44 (0) 7827
238 355
|
Hugh Jonathan
Numis Securities
|
+44 (0)20 7260 1263
|
Ed Berry/Mitch Barltrop
FTI Consulting
|
+44 (0) 7703 330 199/ +44 (0)
7807 296 032
|
About International Public Partnerships
(INPP):
INPP is a listed infrastructure
investment company that invests in global public infrastructure
projects and businesses, which meet societal and environmental
needs, both now, and into the future.
INPP is a responsible, long-term
investor in over 140 infrastructure projects and businesses. The
portfolio consists of utility and transmission, transport,
education, health, justice and digital infrastructure projects and
businesses, in the UK, Europe, Australia, New Zealand and North
America. INPP seeks to provide its shareholders with both a
long-term yield and capital growth.
Amber is the Investment Adviser to
INPP and consists of approximately 180 staff who are responsible
for the management and origination of infrastructure
investments.
Visit the INPP website at
www.internationalpublicpartnerships.com
for more information.