Source - RNS
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 votes1 of 605,377,051 were cast at the AGM and 639,223,001 were cast at the EGM. The results of the voting2 are noted as follows:

AGM - ORDINARY RESOLUTIONS3

 

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 (including discretionary)

Votes Against

Votes Withheld*

Passed/Not Passed

12 - Ordinary

605,343,748

30,585

1,718

Passed

13 - Ordinary

14 - Ordinary

15 - Special

16 - Special

541,635,102

605,333,741

605,265,455

605,263,100

63,729,697

21,051

96,614

111,874

11,252

21,259

13,982

1,077

 

Passed

Passed

Passed

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 £33,035.24 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 £33,035.24 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 £3 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 Resolution4

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 (including discretionary)

 

 

Votes Against

 

Votes Withheld*

 

Passed/Not Passed

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

 


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