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John Laing Infra Fd (JLIF)

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Friday 19 May, 2017

John Laing Infra Fd

Result of AGM

RNS Number : 7044F
John Laing Infrastructure Fund
19 May 2017

19 May 2017

John Laing Infrastructure Fund Limited ("the "Company")

Results of AGM

The Company is pleased to announce that at the AGM held at 10:30am on Friday, 19 May 2017 each of the Resolutions, were duly passed without amendment.  


In accordance with LR 9.6.18, details of those Resolutions, which were not ordinary business of the AGM, are as follows:



Votes For (including discretionary)

Votes Against

Votes Withheld*

Passed/Not Passed

11 - Ordinary





12 - Ordinary





13 - Ordinary

14 - Ordinary

15 - Special

16 - Special




















*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 11 to 19 can be found below:-


Resolution 11 - Ordinary Resolution


THAT the interim dividend of 3.41 pence per Share in respect of the period 1 January 2016 to 30 June 2016 and the interim dividend of 3.48 pence per Share in respect of the period 1 July 2016 to 31 December 2016 declared by the Company be approved.


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 2018, 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:


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 £32,961.00; and


i.     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 £32,961.00 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 19 August 2018 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 14 duly passed at the 2016 AGM.



Resolution 14 - Ordinary Resolution (as amended to correct a misstatement of the monetary amount representing one third of the nominal capital of the Company).


THAT, the Company's investment policy be amended as set out in Part II of the circular sent to Shareholders dated 11 April 2017 (the "Circular") of which this notice forms part.


Resolution 15 - Special Resolution


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 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 not be 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 held in 2018 or 18 months from the date of this resolution, which ever 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.


For further information, please contact:

John Laing Capital Management Limited              020 7901 3326

David  Hardy


Finsbury                                                                              020 7251 3801

Faeth Birch

Phillip Walters

This information is provided by RNS
The company news service from the London Stock Exchange

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