The Company is pleased to announce that at the AGM held at 0930 a.m. on Monday 25 April 2016, each of the Resolutions was duly passed without amendment.
In accordance with LR 9.6.18, details of those resolutions passed, which were not ordinary business of the AGM, follow:
*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 these resolutions can be found below:-
6. THAT the Company be and is hereby generally and unconditionally authorised pursuant to and in accordance with Article 57 of the Companies (Jersey) Law,1991 (as amended) the ("Law") to make market purchases of its own ordinary shares of no par value in the capital of the Company (the "Ordinary Shares") on such terms and in such manner as the directors of the Company shall from time to time determine, subject always to the terms of any class rights in the articles of association and provided that:
(a) The maximum aggregate number of Ordinary Shares hereby authorised to be purchased shall be such number as represents 14.99 per cent of the aggregate number of Ordinary Shares in issue as at 25 April 2016;
(b) The minimum price which may be paid for an Ordinary Share shall be £0.01;
(c) The maximum price exclusive of any expenses which may be paid for an Ordinary Share is an amount equal to the higher of (i) 105% of the average of the middle market quotations for an Ordinary Share (as derived from the Daily Official List of the London Stock Exchange plc) for the five business days immediately preceding the date on which such Ordinary Share is contracted to be purchased; and (ii) the higher of the last independent trade and the highest current independent bid on the trading venue on which the purchase is carried out.
(d) The authority hereby conferred supersedes any previous authorities in place in respect of market purchases by the Company and shall expire at the conclusion of the Company's next annual general meeting or on the date falling 18 months from the date of the passing of this resolution, whichever is earlier, unless previously revoked, varied or renewed by the Company in general meeting.
(e) The Company may at any time prior to the expiry of such authority make a contract or contracts to purchase Ordinary Shares under such authority which will or might be completed or executed wholly or partly after the expiration of such authority and may make a purchase of Ordinary Shares in pursuance of any such contract or contracts; and
(f) The directors of the Company provide a statement of solvency in accordance with the Articles 55 and 57 of the Law.
7. THAT, subject to resolution 6 ("Resolution 6") above being passed, the Company be and is hereby generally and unconditionally authorised to cancel any shares it repurchases pursuant to Resolution 6 or pursuant to Article 58A(1)(b) of the Law to hold such shares it repurchases pursuant to Resolution 6 as treasury shares to be dealt with in accordance with the provisions of the Law as the directors of the Company see fit.
8. THAT that the directors of the Company be and are hereby generally empowered to allot Ordinary Shares of no par value carrying the rights and privileges and subject to the restrictions attached to the Ordinary Shares as set out in the articles of association of the Company or to grant rights to subscribe for or, to convert securities into Ordinary Shares ("equity securities"), for cash including by way of a sale of Ordinary Shares held by the Company as treasury shares, as if any pre-emption rights in relation to the issue of shares, as set out in Article 10(B) of the articles of association of the Company and in the Listing Rules made by the Financial Conduct Authority under Part VI of the Financial Services and Markets Act 2000 (as amended), did not apply to any such allotment of or grant of rights to subscribe for or to convert into equity securities, provided that this power:
(a) Shall expire at the conclusion of the Company's next annual general meeting or on the date falling 15 months after the passing of this resolution, whichever is earlier, save that the Company may, before such expiry, make an offer or agreement which would or might require equity securities to be allotted after such expiry and the directors may allot equity securities in pursuance of any such offer or agreement as if the power conferred hereby had not expired; and
(b) Shall be limited to the allotment of up to 28,180,232 Ordinary Shares (being approximately 10 per cent of the issued share capital of the Company as at 24 March 2016).
For further information, please contact:
Foresight Group +44 (0)203 667 8100
Elena Palasmith firstname.lastname@example.org
Stifel Nicolaus Europe Limited +44 (0)20 7710 7600
J.P. Morgan Cazenove +44 (0)20 7742 4000