REG - Hikma Pharmaceutical - Result of AGM <Origin Href="QuoteRef">HIK.L</Origin>

Hikma PharmaceuticalsAnnouncement

15/07/2015 17:44

RNS Number : 2408N
Hikma Pharmaceuticals Plc
14 May 2015
Hikma Pharmaceuticals PLC 
Voting Results of 2015 Annual General Meeting
LONDON, 14 May 2015 - Hikma Pharmaceuticals PLC (the "Company") announces its Annual General Meeting ("AGM"), held at The Westbury, Bond Street, Mayfair, London W1S 2YF on 14 May 2015 that commenced at 11:00am today All resolutions were duly passed by shareholders by way of a poll. Resolutions 1 to 14, 15, 19 and 20 were passed as ordinary resolutions and Resolutions 16 to 18 were passed as special resolutions. 
Copies of the resolutions dealing with special business passed at the Annual General Meeting have been submitted to the UK Listing Authority for publication through the Listing Authority's Document Viewing Facility. 
The total number of votes cast on the poll for each resolution is set out below. The number of Ordinary Shares in issue on 14 May 2015 was 198,880,939.
Resolution
Votes For
%
Votes Against
%
Votes Withheld
1
To receive the 2014 report and accounts
154,019,880
99.80%
303,535
0.20%
503,307
2
To declare a final dividend of 21 cents per share
154,757,943
100.0%
0
0.00%
68,779
3
Reappointment of Deloitte LLP as auditors
153,532,901
99.47%
825,441
0.53%
468,380
4
Authorise the directors to set the remuneration of the auditors
154,198,144
99.64%
559,741
0.36%
68,837
5
Appointment of Pamela Kirby
153,160,763
99.01%
1,535,122
0.99%
130,837
6
Reappointment of Said Darwazah
148,742,563
96.12%
5,999,024
3.88%
85,135
7
Reappointment of Mazen Darwazah
146,080,103
94.39%
8,677,782
5.61%
68,837
8
Reappointment of Robert Pickering
154,302,108
99.71%
455,777
0.29%
68,837
9
Reappointment of Ali Al Husry
154,282,239
99.69%
475,646
0.31%
68,837
10
Reappointment of Michael Ashton
153,089,595
98.92%
1,668,290
1.08%
68,837
11
Reappointment of Breffni Byrne
154,517,455
99.84%
240,430
0.16%
68,837
12
Reappointment of Ronald Goode
154,598,030
99.90%
159,855
0.10%
68,837
13
Reappointment of Patrick Butler
154,757,385
100.0%
500
0.00%
68,837
14
Approve the 2014 remuneration implementation
121,599,699
82.42%
25,940,088
17.58%
7,286,935
15
Authorise the directors to allot shares
132,480,184
86.17%
21,262,148
13.83%
1,084,390
16
Disapply pre-emption rights
134,962,894
88.71%
17,175,670
11.29%
2,688,158
17
Authorise the company to buy back shares
154,009,909
99.58%
650,929
0.42%
165,884
18
Authorise the company to call meetings on 14 days notice
142,266,888
92.00%
12,371,514
8.00%
193,065
19
Rule 9 waiver for buy backs
110,493,631
74.97%
36,886,793
25.03%
7,446,298
20
Rule 9 waiver for EIP & MIP awards
139,960,646
94.97%
7,419,778
5.03%
7,446,298
In accordance with the Listing Rules a separate vote was taken on the resolutions related to the appointment and re-appointment of the independent non-executive directors because the Company has a 'controlling shareholder'. The votes of the controlling shareholder were excluded from this vote. The results of this vote were:
Resolution
Votes For
%
Votes Against
%
Votes Withheld
5
Appointment of Pamela Kirby
92,358,513
98.37%
1,535,122
1.63%
130,837
8
Reappointment of Robert Pickering
93,499,858
99.51%
455,777
0.49%
68,837
10
Reappointment of Michael Ashton
92,287,345
98.22%
1,668,290
1.78%
68,837
11
Reappointment of Breffni Byrne
93,715,205
99.74%
240,340
0.26%
68,837
12
Reappointment of Ronald Goode
93,795,780
99.83%
159,855
0.17%
68,837
13
Reappointment of Patrick Butler
93,955,135
100.0%
500
0.00%
68,837
Waiver of Rule 9 of the City Code on Takeovers and Mergers
In relation to Resolutions 19 and 20, at today's date, the total number of ordinary shares held by the Concert Party, is 62,075,779 representing a combined shareholding of 31.21 per cent of the issued share capital of the Company.
Assuming that Share Awards are made in respect of the full number of Ordinary Shares referred to above, that all such grants vest in full, that all grants of Existing LTIP Awards and Existing MIP Awards vest in full and that all Options currently held by members of the Concert Party were to be fully exercised and the resulting Ordinary Shares were in each case retained by the Concert Party members and that the Company does not repurchase any of its Ordinary Shares, the Concert Party would hold, in aggregate, interests over 62,695,531 Ordinary Shares, representing 31.47 per cent. of the issued share capital of Hikma (as enlarged by the Existing LTIP Awards, Existing MIP Awards and Option Exercises by members of the Concert Party and the issue of Ordinary Shares pursuant to the Share Awards referred to above, but assuming no other issue of Ordinary Shares) versus 31.41 per cent. of the issued share capital of Hikma on a similar basis, prior to the grant of such Share Awards.
Were the Company to exercise the buy-back authority to its full extent and to the exclusion of the Concert Party such that the Concert Party maintained its current shareholding, that would result in the Concert Party's percentage interest in the Company's issued share capital increasing to 34.85 per cent. (assuming that all existing LTIP Awards and all existing MIP awards vest in full and all Options held by members of the Concert Party are exercised and the resulting Ordinary Shares are retained, but not including the Share Awards granted under Resolution 20).
If the maximum repurchase of Ordinary Shares authorised was carried out by the Company and also the maximum number of Share Awards vested, together with the Existing LTIP Awards and Option Exercises these changes would increase the aggregate shareholding of the Concert Party in the Company to 34.95 per cent. (assuming that that the Concert Party did not sell any Ordinary Shares in the repurchase of Ordinary Shares and assuming no other issue of Ordinary Shares).
Declaration of final dividend
The dividend of 21 cents per share (comprising a final dividend of 17 cents per share and a special dividend of 4 cents per share) will be paid on 21 May 2015 to shareholders on the register on 17 April 2015. Shareholders who are not resident in Jordan have been given the option of receiving their dividend in Pounds Sterling. The exchange rate in respect of this dividend will be $1.5776 to 1. The exchange rate for Jordanian Dinar is fixed to the US Dollar at 1JD to $1.4104.
- ENDS -
Enquiries:
Hikma Pharmaceuticals PLC
Peter Speirs
Company Secretary
+44 20 7399 2670
Susan Ringdal
VP for Investor Relations and Strategy
+44 20 7399 2670
About Hikma
Hikma Pharmaceuticals PLC is a fast growing pharmaceutical group focused on developing, manufacturing and marketing a broad range of both branded and non-branded generic and in-licensed products. Hikma's operations are conducted through three businesses: "Branded", "Injectables" and "Generics" based primarily in the Middle East and North Africa ("MENA") region, where it is a market leader, the United States and Europe. In 2014, Hikma achieved revenues of $1,489 million and profit attributable to shareholders of $278 million.

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