Result of SGM and Class Meeti
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, TO US PERSONS OR IN OR INTO THE UNITED STATES OR INTO OR FROM CANADA, JAPAN OR AUSTRALIA
For immediate release
7 January 2011
Utilico Limited
("Utilico")
Recommended proposals for amendments to Utilico's investment policy, the acquisition of the assets of Eclectic Investment Company plc ("Eclectic"), the acquisition of certain assets from General Provincial Life Pension Fund (L) Limited ("GPLPF"), cancellation of share premium account, increase of authorised share capital and change of name to Utilico Investments Limited
Result of Special General Meeting and separate Class Meetings
Utilico is pleased to announce that at the Special General Meeting of Utilico and separate Class Meetings of Utilico Finance Limited for each of the 2012, 2014 and 2016 ZDP class of shares held in Bermuda today, all of the Resolutions were passed on a show of hands (the proxy count is attached for information purposes only).
Utilico also announces that the resolution to approve the reconstruction and winding up of Eclectic was approved by Eclectic Shareholders at the First Eclectic General Meeting held earlier today.
In accordance with the original timetable, Utilico and Eclectic will announce the result of elections by Eclectic Shareholders and the terms of the Scheme and the Cash Option on 17 January 2011. Subject to, inter alia, Eclectic Shareholders approving the special resolution to be proposed at the Second Eclectic GM, the Scheme will become effective on 17 January 2011 and it is expected that the New Utilico Shares (including those relating to the GPLPF Subscription Agreement) will be admitted to a premium listing on the Official List and to trading on the main market of the London Stock Exchange at 8 am on 18 January 2011 with CREST accounts in respect of Depositary Interests being credited on the same day. Cheques in respect of cash entitlements and new share certificates will be despatched on or as soon as practicable after 18 January 2011.
The change of name to Utilico Investments Limited will also become effective on 18 January 2011
Enquiries
Charles Jillings
Utilico Limited
+44 1372 271 486
Alastair Moreton/Dermot McKechnie
Westhouse Securities Limited
+44 207 601 6100
A copy of this press release and copies of the resolutions have been submitted to the National Storage Mechanism and are available for inspection at: www.Hemscott.com/nsm.do. and will be available on Utilico's website at: www.utilico.bm
Definitions
Capitalised terms have the meaning set out in the definitions section of the Circular published by Utilico on 6 December 2010 unless the sense or context determines otherwise.
Result of Special General Meeting and separate Class Meetings
Special General meeting of Utilico:- Proxy count
|
Resolution |
Business |
Votes in favour* |
% |
Votes against |
% |
Votes withheld |
|
1 |
Approve the revised investment policy |
42,171,063 |
99.80 |
83,116 |
0.20 |
2,208 |
|
2 |
Enter into the Transfer Agreement and Sale and Purchase Agreement (proposed as a related party resolution) |
22,154,576 |
99.60 |
90,026 |
0.40 |
20,011,785 |
|
3 |
Approve the GPLF Subscription Agreement (proposed as a related party resolution) |
22,144,082 |
99.56 |
98,033 |
0.44 |
20,014,272 |
|
4 |
Approve the reduction in the Share Premium Account |
42,149,501 |
99.79 |
88,368 |
0.21 |
19,537 |
|
5 |
Approve the change of name |
42,172,924 |
99.81 |
82,274 |
0.19 |
2,208 |
|
6 |
Approve the increase in the authorised share capital |
42,164,343 |
99.80 |
85,752 |
0.20 |
7,311 |
* The votes in favour include those votes giving the Chairman discretion
Class Meetings of Utilico Finance Limited: Proxy count
|
Resolution |
Business |
Votes in favour* |
% |
Votes against |
% |
Votes withheld |
|
|
|
|
|
|
|
|
|
2012 ZDP Shares |
||||||
|
1 |
Approve the revised investment policy |
19,458,063 |
99.75 |
49,206 |
0.25 |
4,711 |
|
2 |
Approve the reduction in Utilico's Share Premium Account |
19,455,496 |
99.75 |
48,478 |
0.25 |
5196 |
|
2014 ZDP Shares |
||||||
|
1 |
Approve the revised investment policy |
12,205,913 |
84.95 |
2,162,840 |
15.05 |
900,000 |
|
2 |
Approve the reduction in Utilico's Share Premium Account |
12,205,913 |
79.98 |
3,055,810 |
20.02 |
7,030 |
|
2016 ZDP Shares |
||||||
|
1 |
Approve the revised investment policy |
10,803,334 |
97.39 |
289,510 |
2.61 |
428,500 |
|
2 |
Approve the reduction in Utilico's Share Premium Account |
10,800,004 |
93.80 |
714,310 |
6.20 |
7,030 |
* The votes in favour include those votes giving the Chairman discretion
This information is provided by RNS
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