TIDMJLIF
RNS Number : 4687O
John Laing Infrastructure Fund
17 May 2018
17 May 2018
John Laing Infrastructure Fund Limited ("the "Company")
Results of Annual General Meeting ("AGM") and Extraordinary
General Meeting ("EGM")
The Directors of the Company are pleased to announce that at the
AGM held at 10:30 am on Thursday, 17 May 2018 and the EGM held on
Thursday, 17 May 2018 at 11:30 am, each of the Resolutions, were
duly passed without amendment.
Each of the Ordinary Resolutions and Special Resolutions
proposed in the notice and agenda of the AGM and the EGM were duly
passed.
Total votes(1) of 605,377,051 were cast at the AGM and
639,223,001 were cast at the EGM. The results of the voting(2) are
noted as follows:
AGM - ORDINARY RESOLUTIONS(3)
Resolution 1 - Ordinary Resolution
IT WAS RESOLVED to receive and consider the annual audited
financial statements of the Company for the year ended 31 December
2017.
For (including discretionary) 605,286,272 votes
Against 88,060 votes
Withheld 1,718 votes
Resolution 2 - Ordinary Resolution
IT WAS RESOLVED to approve the Directors' remuneration for the
period ended 31 December 2017 as provided in the Director's
report.
For (including discretionary) 605,209,365 votes
Against 131,454 votes
Withheld 35,232 votes
Resolution 3 - Ordinary Resolution
IT WAS RESOLVED to re-appoint Deloitte LLP as Auditors of the
Company to hold office from the conclusion of this Annual General
Meeting until the next annual general meeting of the Company to be
held in 2019.
For (including discretionary) 591,584,055 votes
Against 141,515 votes
Withheld 13,650,479 votes
Resolution 4 - Ordinary Resolution
IT WAS RESOLVED to authorise the Directors to determine the
remuneration of Deloitte LLP.
For (including discretionary) 605,324,508 votes
Against 44,659 votes
Withheld 6,884 votes
Resolution 5 - Ordinary Resolution
IT WAS RESOLVED to re-elect David MacLellan, who retires as a
Director of the Company, in accordance with the policy adopted by
the Board.
For (including discretionary) 605,331,047 votes
Against 29,975 votes
Withheld 15,029 votes
Resolution 6 - Ordinary Resolution
IT WAS RESOLVED to re-elect Guido Van Berkel, who retires as a
Director of the Company, in accordance with the policy adopted by
the Board.
For (including discretionary) 603,211,612 votes
Against 2,141,689 votes
Withheld 22,750 votes
Resolution 7 - Ordinary Resolution
IT WAS RESOLVED to re-elect Talmai Morgan, who retires as a
Director of the Company, in accordance with the policy adopted by
the Board.
For (including discretionary) 605,327,699 votes
Against 33,323 votes
Withheld 15,029 votes
Resolution 8 - Ordinary Resolution
IT WAS RESOLVED to re-elect Chris Spencer, who retires as a
Director of the Company, in accordance with the policy adopted by
the Board.
For (including discretionary) 605,323,446 votes
Against 29,855 votes
Withheld 22,750 votes
Resolution 9 - Ordinary Resolution
IT WAS RESOLVED to re-elect Helen Green, who retires as a
Director of the Company, in accordance with the policy adopted by
the Board.
For (including discretionary) 575,915,558 votes
Against 29,445,463 votes
Withheld 15,029 votes
Resolution 10 - Ordinary Resolution
IT WAS RESOLVED to re-elect Theresa Grant, who retires as a
Director of the Company, in accordance with the policy adopted by
the Board.
For (including discretionary) 605,339,700 votes
Against 21,322 votes
Withheld 15,029 votes
Resolution 11 - Ordinary Resolution
IT WAS RESOLVED THAT the interim dividend of 3.48 pence per
Share in respect of the period 1 January 2017 to 30 June 2017 and
the interim dividend of 3.57 pence per Share in respect of the
period 1 July 2017 to 31 December 2017 declared by the Company be
approved
For (including discretionary) 605,376,051 votes
Against 0 votes
Withheld 0 votes
In accordance with LR 9.6.18, details of those Resolutions,
which were not ordinary business of the AGM, are as follows:
Resolution Votes For Votes Against Votes Withheld* Passed/Not
(including Passed
discretionary)
12 - Ordinary 605,343,748 30,585 1,718 Passed
13 - Ordinary 541,635,102 63,729,697 11,252 Passed
14 - Ordinary 605,333,741 21,051 21,259 Passed
15 - Special 605,265,455 96,614 13,982 Passed
16 - Special 605,263,100 111,874 1,077 Passed
*A vote withheld is not a vote in law and is therefore not
counted towards the proportion of votes "for" or "against" the
Resolution.
The full wording of Resolutions 12 to 16 can be found
below:-
Resolution 12 - Ordinary Resolution
THAT, in accordance with Article 45 of the current Articles of
Incorporation of the Company, 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 2019, offer Shareholders the right to elect to
receive further 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 13 - Ordinary Resolution
THAT, to the extent required by section 291 of The Companies
(Guernsey) Law, 2008 (as amended) (the "Law") the Directors of the
Company be and are hereby generally and unconditionally
authorised:
i. to exercise all powers of the Company to issue shares in the
Company or to grant rights to subscribe for or to convert any
security into shares in the Company (together, "Relevant
Securities") or otherwise deal with or dispose of Relevant
Securities up to a nominal value of GBP33,035.24 which; and
ii. to exercise all powers of the Company to issue equity
securities (as defined in Article 7.1.2 of the current Articles of
Incorporation of the Company) up to a further nominal amount of
GBP33,035.24 which provided that this authority may only be used in
connection with a rights issue in favour of holders of Ordinary
Shares where the equity securities respectively attributable to the
interests of all those persons at such record dates as the
Directors may determine are proportionate (as nearly as may be) to
the respective numbers of equity securities held by them or are
otherwise allotted in accordance with the rights attaching to such
equity securities subject to such exclusions or other arrangements
as the Directors may consider necessary or expedient to deal with
fractional entitlements or legal difficulties under the laws of any
territory or the requirements of a regulatory body or stock
exchange or any other matter whatsoever, save that proceeds (net of
expenses) of GBP3 or less due to any such shareholder may be
retained for the benefit of the Company,
provided that this authority shall expire at the conclusion of
the next annual general meeting of the Company after the passing of
this Resolution or any adjournment thereof or 17 August 2019
whichever is the earlier, unless renewed or extended prior to or at
such meeting, save that the Company may, before the expiry of such
period, make any offer or agreement which would or might require
Relevant Securities or equity securities as the case may be to be
allotted after the expiry of such period and the Directors may
allot Relevant Securities or equity securities in pursuance of any
such offer or agreement as if the authority hereby conferred had
not expired. This Resolution is in substitution of Resolution 13
duly passed at the 2017 AGM.
Resolution 14 - Ordinary Resolution
That the Company's investment policy be amended as set out in
Part II of the circular sent to Shareholders dated 11 April 2018
(the "Circular") of which this notice forms part.
Resolution 15 - Special Resolution(4)
THAT, pursuant to Article 7.7 of the current Articles of
Incorporation of the Company, the provisions of Article 7.2 of the
Articles shall not apply and shall be excluded in relation to the
issue of up to an aggregate number of Ordinary Shares as represents
less than 10 per cent. of the number of Ordinary Shares admitted to
trading on London Stock Exchange plc's main market for listed
securities immediately following the passing of this resolution,
provided that such disapplication and exclusion shall expire on the
date which is 18 months from the date of the passing of this
resolution or, if earlier, at the conclusion of the next annual
general meeting of the Company following the date of the passing of
this resolution (unless previously renewed, revoked or varied by
the Company by special resolution) save that the Company may before
such expiry make an offer or agreement which would or might require
Ordinary Shares to be allotted after such expiry and the Directors
may allot Ordinary Shares in pursuance of such an offer or
agreement as if the disapplication and exclusion conferred hereby
had not expired.
Resolution 16 - Special Resolution
THAT the Company be and is hereby generally and unconditionally
authorised in accordance with Section 315 of the Law (subject to
the Listing Rules and all other applicable legislation and
regulations) to make market acquisitions (as defined in the Law) of
its Ordinary Shares in issue, provided that:
i. the maximum number of Ordinary Shares hereby authorised to be
purchased is 14.99 per cent. of the Ordinary Shares in issue
immediately following the passing of this resolution;
ii. the minimum price (exclusive of expenses) which may be paid
for an Ordinary Share is 1 pence;
iii. the maximum price (exclusive of expenses) which may be paid
for an Ordinary Share shall be not more than the higher of (i) 5
per cent. above the average market value for the five business days
prior to the day 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 the Ordinary Shares
on the trading venues where the purchase is carried out;
iv. the authority hereby conferred shall expire at the
conclusion of the next annual general meeting of the Company to be
held in 2019 or 18 months from the date of this resolution,
whichever is the earlier, unless such authority is varied, revoked
or renewed prior to such time;
v. the Company may make a contract to purchase 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
expiration of such authority and may make an acquisition of
Ordinary Shares pursuant to any such contract; and
vi. any Ordinary Share bought back may be held in treasury in
accordance with the Law or be subsequently cancelled by the
Company.
EGM - SPECIAL RESOLUTION
In accordance with LR 9.6.18, details of those Resolutions,
which were not ordinary business of the EGM, are as follows:
Resolution Votes For Votes Against Votes Withheld* Passed/Not
(including Passed
discretionary)
Special 639,168,418 54,583 15,528 Passed
*A vote withheld is not a vote in law and is therefore not
counted towards the proportion of votes "for" or "against" the
Resolution.
The full wording of Resolution can be found below:-
Special Resolution
THAT, subject to (i) HMRC confirming that it is satisfied that
the Company meets all of the conditions of being a UK Investment
Trust and (ii) the Board remaining satisfied that UK Investment
Trust status is in the best interests of the Company and the
Shareholders, in accordance with section 42(1) of the Law, the New
Articles produced to the meeting and, for the purposes of
identification initialled by the Chairman, be approved and adopted
as the New Articles, in substitution for and to the exclusion of
all existing Articles of Incorporation of the Company, which shall
be deleted in their entirety, from 1 January 2019.
In accordance with Listing Rule 9.6.2, the full text of the
special resolutions passed at the AGM and EGM has been submitted to
the National Storage Mechanism and will be available at
http://www.morningstar.co.uk/uk/NSM
Notes:
1. The latest total voting rights of the Company of 991,057,224
were disclosed on 10 October 2017 and were
unchanged at the time of convening the AGM and the EGM
2. Ordinary resolutions are passed if more than half (50%) of
votes are cast in favour of the resolution.
3. A vote withheld is not a vote in law and is not counted in
the calculation of the proportion of votes
"for" and "against" a particular resolution.
4. Special resolutions are passed if more than 75% of votes are cast in favour of the resolution.
For further information, please contact:
John Laing Capital Management Limited 020 7901 3326
David Hardy
Finsbury 020 7251 3801
Faeth Birch
Phillip Walters
Nidaa Lone
JLIF LEI : 213800MOJOJ7M3JUQP68
This information is provided by RNS
The company news service from the London Stock Exchange
END
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