REG - Petershill Prtnrs - Result of AGM

Petershill PartnersAnnouncement

23/05/2024 15:30

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RNS Number : 7184P  Petershill Partners PLC  23 May 2024

PETERSHILL PARTNERS PLC

RESULTS OF AGM

 

LONDON - 23 May 2024 - Petershill Partners plc (the "Company") (LSE: PHLL) is
pleased to announce that at the Annual General Meeting ("AGM") held at 13:00
(BST) today, 23 May 2024, each of the Resolutions were duly passed without
amendments. Resolutions 12, 13, 14, 15 and 16 were proposed as special
resolutions and all other resolutions were proposed as ordinary resolutions.

 

 

  Resolution                                                                      For                   Against             Withheld
                                                                                  No. of votes  %       No. of votes  %     No. of votes
 Resolution 1                                                                     970,996,941   100.00  500           0.00  35,995

 To receive the annual report and accounts for the financial year ended 31
 December 2023 ("Annual Report and Accounts") together with the directors'
 report thereon and the independent auditor's report on the audited accounts.
 Resolution 2                                                                     970,964,461   100.00  31,980        0.00  36,995

 To receive and approve the directors' remuneration report contained within the
 Annual Report and Accounts.
 Resolution 3                                                                     971,028,941   100.00  500           0.00  3,995

 To declare a final dividend for 2023 of 10.1 cents per share on the Company's
 ordinary shares.
 Resolution 4                                                                     970,989,009   100.00  8,432         0.00  35,995

 To re-appoint PricewaterhouseCoopers LLP ("PwC") as auditor of the Company to
 hold office from the conclusion of this AGM until the conclusion of the next
 annual general meeting.

 Resolution 5                                                                     970,996,941   100.00  500           0.00  35,995

 To authorise the Audit and Risk Committee, on behalf of the Board, to
 determine the remuneration of PwC.
 Resolution 6                                                                     969,631,840   99.86   1,355,470     0.14  46,126

 To re-elect Naguib Kheraj as a Director.
 Resolution 7                                                                     970,992,861   100.00  4,580         0.00  35,995

 To re-elect Everard Barclay Simmons as a Director.
 Resolution 8                                                                     970,995,841   100.00  1,600         0.00  35,995

 To re-elect Annemarie Durbin as a Director.
 Resolution 9                                                                     970,995,841   100.00  1,600         0.00  35,995

 To re-elect Erica Handling as a Director.
 Resolution 10                                                                    970,995,841   100.00  1,600         0.00  35,995

 To re-elect Mark Merson as a Director.
 Resolution 11                                                                    971,005,708   100.00  23,733        0.00  3,995

 Authority to allot ordinary shares.
 Resolution 12*                                                                   954,840,898   98.33   16,188,543    1.67  3,995

 Disapplication of pre-emption rights.
 Resolution 13*                                                                   954,849,683   98.33   16,179,758    1.67  3,995

 Disapplication of additional pre-emption rights
 Resolution 14*                                                                   966,662,187   99.55   4,367,254     0.45  3,995

 Authority for the Company to purchase its own shares.
 Resolution 15*                                                                   966,620,664   99.55   4,408,777     0.45  3,995

 Authority for the Company to purchase its own shares in connection with the
 Tender Offer.

 Resolution 16*                                                                   970,632,228   99.96   397,193       0.04  4,015

 That a general meeting of the Company, other than an annual general meeting,
 may be called on not less than 14 clear days' notice.

* Special Resolutions requiring a 75% majority

 

The full text of the Special Resolutions is noted below:

Resolution 12

That, subject to the passing of Resolution 11 above, in substitution for all
subsisting authorities to the extent unused, the Directors be generally
authorised, pursuant to sections 570 and 573 of CA 2006, to allot equity
securities (within the meaning of section 560 of CA 2006) for cash pursuant to
the authority conferred by Resolution 11, as if section 561(1) of CA 2006 did
not apply to any such allotment, provided that:

 

(a)   such authority shall be limited to the allotment of equity securities
in connection with an offer of equity securities:

 

i. to the ordinary Shareholders in proportion (as nearly as may be
practicable) to their existing holdings; and

ii. to people who hold other equity securities, if this is required by the
rights of those securities or, if the Directors consider it necessary, as
permitted by the rights of those securities,

 

and so that the Directors may impose any limits or restrictions and make any
arrangements which they consider necessary or appropriate to deal with
treasury shares, fractional entitlements, record dates, legal, regulatory or
practical problems in, or under the laws of, any territory or any other
matter;

 

(b)   in the case of the authority granted under Resolution 11(a)(i) shall
be limited to the allotment of equity securities for cash otherwise than
pursuant to paragraph (a) up to an aggregate nominal amount of US$1,119,579;

(c)   following an allotment of equity securities being made pursuant to
paragraph (b) (a "paragraph 12(b) allotment"), such authority shall be limited
to the allotment of equity securities for cash otherwise than pursuant to
paragraph (a) or (b) up to a nominal amount equal to 20 per cent. of the
nominal amount of that paragraph 12(b) allotment, provided that any allotment
pursuant to this paragraph (c) is for the purposes of a follow-on offer
determined by the directors to be of a kind contemplated by paragraph 3 of
section 2B of the Statement of Principles on Disapplying Pre-Emption Rights
most recently published by the Pre-Emption Group prior to the date of the
notice of the meeting; and

(d)  such authority shall expire (unless previously renewed, varied or
revoked by the Company in general meeting) at the end of the next annual
general meeting of the Company after the date on which this resolution is
passed (or, if earlier, at the close of business on 30 June 2025), save that
the Company may make offers and enter into agreements which would or might
require equity securities to be allotted after such expiry and the Directors
may allot equity securities in pursuance of such offers and agreements as if
the authority conferred hereby had not expired.

This power applies in relation to a sale of shares which is an allotment of
equity securities by virtue of section 560(3) of CA 2006 as if in the first
paragraph of this Resolution the words "pursuant to the authority conferred by
Resolution 11 in the notice of the meeting" were omitted.

 

Resolution 13

That, subject to the passing of Resolutions 11 and 12 above and in addition to
any power given to them pursuant to Resolution 12, the Directors be generally
empowered pursuant to sections 570 and 573 of CA 2006 to allot equity
securities (as defined in CA 2006) for cash, pursuant to the authority
conferred by Resolution 11 in the notice of the meeting as if section 561(1)
of CA 2006 did not apply to the allotment. This power:

(a)      expires (unless previously renewed, varied or revoked by the
Company in a general meeting) at the end of the next annual general meeting of
the Company after the date on which this resolution is passed (or, if earlier,
at the close of business on 30 June 2025), but the Company may make an offer
or agreement which would or might require equity securities to be allotted
after expiry of this power and the Directors may allot equity securities in
pursuance of that offer or agreement as if this power had not expired; and

(b)      in the case of the authority granted under Resolution 11(a)(i),
shall be limited to the allotment of equity securities for cash up to an
aggregate nominal amount of US$1,119,579 and provided that the allotment is
for the purposes of financing (or refinancing, if the power is used within
twelve months of the original transaction) a transaction which the directors
determine to be an acquisition or other capital investment of a kind
contemplated by the Statement of Principles on Disapplying Pre-Emption Rights
most recently published by the Pre-Emption Group prior to the date of the
notice of the meeting;

(c)      following an allotment of equity securities being made pursuant
to paragraph (b) (a "paragraph 13(b) allotment"), shall be limited to the
allotment of equity securities for cash otherwise than pursuant to paragraph
(a) or (b) up to a nominal amount equal to 20 per cent. of the nominal amount
of that paragraph 13(b) allotment, provided that any allotment pursuant to
this paragraph (c) is for the purposes of a follow-on offer determined by the
Directors to be of a kind contemplated by paragraph 3 of section 2B of the
Statement of Principles on Disapplying Pre-Emption Rights most recently
published by the Pre-Emption Group prior to the date of the notice of the
meeting;

This power applies in relation to a sale of shares which is an allotment of
equity securities by virtue of section 560(3) of CA 2006 as if in the first
paragraph of this resolution the words "pursuant to the authority conferred by
Resolution 11 in the notice of the meeting" were omitted.

Resolution 14

That, in addition to any authority pursuant to section 701 of CA 2006 as may
be approved under Resolution 15 below, but in substitution for all subsisting
authorities to the extent unused, the Company be and is hereby generally and
unconditionally authorised to make market purchases (within the meaning of
section 693(4) of CA 2006) of ordinary shares of US$0.01 each in the capital
of the Company ("Ordinary Shares") on such terms and in such manner as the
Directors shall from time to time determine, provided that:

(a)      the maximum number of Ordinary Shares hereby authorised to be
purchased is 108,170,816;

(b)      the minimum price (exclusive of expenses) which may be paid for
an Ordinary Share is the nominal value of an Ordinary Share at the time of
such purchase;

(c)      the maximum price (exclusive of expenses) which may be paid for
an Ordinary Share shall be not more than the higher of (i) an amount equal to
105 per cent. of the average of the middle market quotations for an Ordinary
Share (as derived from the London Stock Exchange Daily Official List) for the
five business days immediately preceding the date on which that Ordinary Share
is contracted to be purchased; and (ii) an amount equal to the higher of the
price of the last independent trade of an Ordinary Share and the highest
current independent bid on the trading venues where the purchase is carried
out;

(d)      the authority hereby conferred shall expire at the conclusion of
the next AGM of the Company after the passing of this Resolution or 30 June
2025, whichever is the earlier (unless previously revoked, varied or renewed
by the Company in a general meeting prior to such time); and

(e)      the Company may enter into a contract or contracts to purchase
Ordinary Shares under this authority before the expiry of this authority and
concluded in whole or in part after the expiry of this authority.

Resolution 15

That, in addition to any authority pursuant to section 701 of CA 2006 as may
be approved under Resolution 14 above, the Company be and is hereby generally
and unconditionally authorised for the purposes of section 701 of CA 2006 to
make one or more market purchases (within the meaning of section 693(4) of CA
2006) of its own Ordinary Shares pursuant to, for the purposes of, or in
connection with a tender offer for Ordinary Shares on the terms and in
accordance with the arrangements set out or referred to in the circular to the
Company's shareholders dated 23 April 2024 (the "Circular") (a copy of which
is produced to the meeting and signed for identification purposes by the
chairman of the meeting) (the "Tender Offer") or otherwise as contemplated by
arrangements set out or referred to in the Circular, provided that:

a.   the maximum number of Ordinary Shares hereby authorised to be purchased
is 37,870,955;

b.   the minimum price, exclusive of all expenses, which may be paid for an
Ordinary Share is £2.14;

c.   the maximum price, exclusive of all expenses, which may be paid for an
Ordinary Share is £2.14; and

d.   the authority conferred by this Resolution shall expire on 31 July
2024, save that the Company may before the expiry of such authority make a
contract to purchase Ordinary Shares which will or may be executed wholly or
partly after such expiry and the Company may make a purchase of such Ordinary
Shares after such expiry pursuant to such contract.

Resolution 16

That a general meeting of the Company, other than an annual general meeting,
may be called on not less than 14 clear days' notice.

 

Notes

A 'Vote Withheld' is not a vote in law and has not been counted in the
calculation of the proportion of the votes 'For' and 'Against' a resolution.
Any proxy appointments which gave discretion to the Chair have been included
in the "for" column.

The total number of shares on the register at the close of business on 21 May
2024, being those eligible to be voted on at the AGM, was 1,119,579,119.

This announcement is made pursuant to the requirements of Listing Rules 9.6.2
and 9.6.18. Copies of the Special Resolutions approved by shareholders will be
submitted as soon as practicable to the UK Listing Authority and will shortly
be available for inspection via the National Storage Mechanism:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism)

Further details of the resolutions (including the text of the resolutions) are
given in the Notice of 2024 Annual General Meeting which is available on the
Company's website.  The results will also be made available on the Company's
website: https://www.petershillpartners.com/homepage.html
(https://www.petershillpartners.com/homepage.html)

 

-ENDS-

 Ocorian Administration (UK) Limited (Company Secretary):
 Theresa Beard                     + 44 (0) 777 5658 193

                                   gsam@ocorian.com
 Analyst / Investor enquiries:
 Gurjit Kambo                      + 44 (0) 207 051 2564
 Media enquiries:
 Brunswick Group Advisory Limited  PHLL@brunswickgroup.com
 Simone Selzer                     + 44 (0) 207 404 5959

 

Issued by Petershill Partners Plc

LEI: 213800HTCF8A7XM22A32

Registered in England and Wales No. 13289144

Registered office: 5th Floor, 20 Fenchurch Street, London, England, EC3M 3BY

 

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