REG - Georgia Capital PLC - Result of AGM

Georgia CapitalAnnouncement

20/05/2025 12:30

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RNS Number : 4424J  Georgia Capital PLC  20 May 2025

London, 20 May 2025

 

Georgia Capital PLC - Result of AGM and Buyback Programme Confirmation

 

The Board of Directors of Georgia Capital PLC (the "Company") announces the
results of voting on the resolutions put to shareholders at its Annual General
Meeting (the "AGM") held today, 20 May 2025. Details of the resolutions are
set out in full in the Notice of AGM dated 11 April 2025.

 

Voting at the AGM was completed by way of a poll. All resolutions were passed
by the required majority.

 

Resolutions 1 to 12 (inclusive) were passed as ordinary resolutions and
resolutions 13 to 17 (inclusive) were passed as special resolutions. The
results of the poll for each resolution were as follows:

 

 RESOLUTION                                                                      VOTES       %        VOTES      %       VOTES       % of ISC* VOTED  VOTES

FOR
AGAINST
TOTAL
WITHHELD
 1 To receive and adopt the Annual Report and Accounts for the year ended 31     22,935,453  100.00%  0          0.00%   22,935,453  61.55%           3,614
 December 2024
 2 To approve the Directors' Remuneration Report for the year ended 31 December  22,786,803  99.35%   148,597    0.65%   22,935,400  61.55%           3,667
 2024
 3 To approve the Directors' Remuneration Policy.                                20,348,670  99.77%   47,276     0.23%   20,395,946  54.73%           2,543,121
 4 To re-appoint Irakli Gilauri, as an Executive Director                        21,744,326  94.80%   1,193,909  5.20%   22,938,235  61.56%           832
 5 To re-appoint Maria Chatti-Gautier, as a Non-Executive Director**             22,937,180  100.00%  1,005      0.00%   22,938,185  61.56%           882
 6 To re-appoint Massimo Gesua' sive Salvadori, as a Non-Executive Director **   22,744,234  99.15%   193,951    0.85%   22,938,185  61.56%           882
 7 To re-appoint David Morrison, as a Non-Executive Director **                  22,719,455  99.05%   218,730    0.95%   22,938,185  61.56%           882
 8 To re-appoint Neil Janin, as a Non-Executive Director **                      22,401,243  97.66%   536,892    2.34%   22,938,135  61.56%           932
 9 To re-appoint PricewaterhouseCoopers LLP as Auditor to the Company            22,935,547  99.99%   2,688      0.01%   22,938,235  61.56%           832
 10 To authorise the Audit and Valuation Committee to set the remuneration of    22,938,047  100.00%  188        0.00%   22,938,235  61.56%           832
 the Auditor
 11 To authorise political donations and expenditure                             19,771,196  97.99%   405,880    2.01%   20,177,076  54.15%           2,761,991
 12 To authorise the Directors to allot shares                                   20,250,408  88.37%   2,664,936  11.63%  22,915,344  61.50%           23,723
 13 To authorise the disapplication of pre-emption rights                        22,284,358  97.17%   649,595    2.83%   22,933,953  61.55%           5,114
 14 To authorise the disapplication of pre-emption rights for the purposes of    22,290,803  97.28%   623,041    2.72%   22,913,844  61.49%           25,223
 acquisitions or capital investments
 15 To authorise the Company to purchase its own shares                          22,719,455  99.05%   218,780    0.95%   22,938,235  61.56%           832
 16 To authorise the Company to make off-market purchases of its own shares      19,987,785  87.21%   2,930,341  12.79%  22,918,126  61.50%           20,941
 17 To authorize the Company to call General Meetings, other than AGMs, on 14    22,878,341  99.75%   57,112     0.25%   22,935,453  61.55%           3,614
 days' notice

 

*Issued share capital with voting rights

**Independent Director

Notes:

1.         As at the date of the AGM, the Company had 37,433,619
ordinary shares in issue. The Company held 170,000 shares in treasury and
therefore the number of total voting rights as at the date of the AGM was
37,263,619. In accordance with the Company's Articles of Association and
subject to the Listing Rules, on a poll every member who is present in person
or by proxy has one vote for every share held.

 

2.         The scrutineer of the poll was Computershare Investor
Services PLC, the Company's Share Registrar.

 

3.         Note that a "vote withheld" is not a vote in law and such
votes have not been included in the calculation of votes "for" and "against"
each resolution. Proxy appointments which gave discretion to the Chairman have
been included in the "for" total above.

 

In accordance with Listing Rule 14.3.6, copies of the resolutions which passed
as special business at the AGM will be submitted to the National Storage
Mechanism and will shortly be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

 

A copy of this announcement has been posted on the Company's website
www.georgiacapital.ge (http://www.georgiacapital.ge) .

 

Following the announcement of 11 March 2025, Georgia Capital PLC notes that
shareholders approved a general authority to repurchase shares and
consequently, the Company confirms that share buybacks will be carried out
pursuant to the authorisation granted at the 2025 AGM until the end of the
programme on 23 June 2025. The shares will be purchased in the open market and
the cancellation of the treasury shares will be executed on a monthly basis.
The purpose of the buyback is to reduce the share capital. Under the buyback
programme, the maximum price paid per share will not exceed the latest
reported NAV per share amount. The programme is consistent with the Board's
intention, initially announced on 17 May 2024, to make available at least GEL
300 million for capital returns through the end of 2026.

 

In accordance with the authority granted by the shareholders at the 2025
annual general meeting ("AGM") and the previous announcement, the maximum
number of shares that may be repurchased is 5,659,537. The programme is
conducted within certain pre-set parameters, and in accordance with the
general authority to repurchase shares granted at the 2025 AGM, Chapter 12 of
the FCA Listing Rules, and the provisions of the Market Abuse Regulation
596/2014/EU and of the Commission Delegated Regulation (EU) 2016/1052 (as they
form part of UK domestic law).

 

The Company has appointed Numis Securities Limited ("Deutsche Numis") to
manage a non‐discretionary share buyback programme until the end of the
programme. During closed periods the Company and its directors have no power
to invoke any changes to the programme and it is being executed at the sole
discretion of Deutsche Numis.

 

The Company will make further announcements in due course following the
completion of any share repurchases.

 

 

Name of authorised official of issuer responsible for making notification:

 

 

Michael Oliver

Company Secretary

 

 

About Georgia Capital PLC

Georgia Capital (LEI: 213800Q65T5GNBOW7H65) is a platform for buying, building
and developing businesses in Georgia with holdings in sectors that are
expected to benefit from the continued growth and further diversification of
the Georgian economy. The Company's focus is typically on larger-scale
investment opportunities in Georgia, which have the potential to reach at
least GEL 300 million equity value over 3-5 years from the initial investment
and to monetise them through exits, as investments mature. Georgia Capital
currently has the following portfolio businesses: (i) a retail (pharmacy)
business, (ii) an insurance business (P&C and medical insurance), and
(iii) a healthcare services business. Georgia Capital also holds other small
private businesses across different industries in Georgia; a 20% equity stake
in the water utility business and a 19.3% equity stake (as at 31-Mar-25) in
LSE listed Lion Finance Group PLC ("Lion Finance Group" or the "Bank"),
formerly known as "Bank of Georgia Group PLC", the holding company of leading
universal banks in Georgia and Armenia.

 

 JSC Georgia Capital has, as of the date hereof, the following credit rating:

 S&P Global      'BB-'/FC & 'BB-'/LC

 

 

 For further information, please visit www.georgiacapital.ge
(http://www.georgiacapital.ge) or contact:

 

 Irakli Gilauri                  Giorgi Alpaidze                 Michael Oliver                     Shalva Bukia
 Chairman and Chief Executive    Chief Financial Officer         Adviser to the Chairman & CEO      Head of Investor Relations
 ir@gcap.ge (mailto:ir@gcap.ge)  +995 322 005 000                +44 203 178 4034                   + 995 322 005 045
                                 ir@gcap.ge (mailto:ir@gcap.ge)  ir@gcap.ge (mailto:ir@gcap.ge)     ir@gcap.ge (mailto:ir@gcap.ge)

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should not be construed as an offer to sell or the solicitation of an offer to
buy any securities

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