REG - Infrastructure India - Result of AGM

Infrastructure IndiaAnnouncement

26/06/2024 16:00

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RNS Number : 0213U  Infrastructure India plc  26 June 2024

26 June 2024

 

Infrastructure India plc

("IIP" or the "Company" and, together with its subsidiaries, the "Group")

 

Results of AGM, Board Changes and Trading & Corporate Update

Infrastructure India plc, an AIM quoted infrastructure fund investing directly
into assets in India, announces the results of the Company's annual general
meeting ("AGM") held today, certain changes to the board and a trading and
corporate update.

 

A circular, including the notice of AGM setting out the resolutions put to
shareholders is available on the Company's website at: www.iiplc.com
(http://www.iiplc.com) . Resolutions 1 - 4 and 6 were passed, however
resolutions 5 and 7 - 9 were not passed. Further detail of the AGM's voting
results is set out below.

 

Winding Up of the Group and AIM Admission

 

The Board is disappointed that resolutions 8 and 9, which related to the
proposed cessation of the Company as constituted (the "Duration Resolution")
and the cancellation of the admission to trading on AIM of the IIP's Ordinary
Shares (the "Cancellation"), respectively, were not passed. As a result, the
Company shall continue as constituted, its Ordinary Shares shall remain
admitted to trading on AIM and the City Code on Takeovers and Mergers will
continue to apply.

 

The Board recommended that shareholders vote in favour of such resolutions in
accordance with the Company's strategy to pursue an orderly winding up, as all
of its assets, other than IHDC, have been held for sale in the Company's
accounts for the past two years. In addition, as detailed in the Circular, the
Board concluded that the Cancellation was in the best interests of the Company
and its shareholders, as the winding up strategy limits the utility of the
Company remaining quoted on AIM. During the winding up period, the Company
does not intend to raise any further equity capital and is seeking to dispose
of its assets in an efficient and cost-effective manner, which is hindered by,
inter alia, the impact of ongoing disclosure requirements on asset sale
negotiations and the costs associated with the Company's admission to trading
on AIM.

 

Accordingly, the Board continues to believe that the Company would realise its
maximum potential value by progressing the winding up and the Cancellation
together, however it is considering its options to maximise returns from its
assets and will provide a further update in due course.

 

Board Changes

 

The Board is also disappointed that resolutions 5 and 7, which relate to the
re-appointment of Rob Venerus and Graham Smith, respectively, as directors of
the Company, were not passed. Consequently, each of Mr Venerus and Mr Smith
has today left the Board.

 

The Board therefore now comprises Tom Tribone (Chair), Sonny Lulla (Chief
Executive Officer) and M.S. Ramachandran (Independent Non-Executive Director).
Mr Smith was considered to be an independent director of the Company. As such,
the Board composition no longer meets the corporate governance guidance of the
QCA Code.

 

Proxy Analysis

 

The Company notes that the Institutional Shareholder Services (ISS) proxy
analysis recommended that shareholders vote against resolutions 5 and 7 - 9 at
the AGM, which are the resolutions that were ultimately not passed. The
Company was not given the opportunity to discuss the voting recommendations
with ISS prior to publication of the analysis, which the Board believes failed
to recognise the rationale set out in the Circular.

 

 

 

 

Trading and Corporate Update

 

As at 31 May 2024, the Group had gross cash resources of approximately US$1.5
million and continues to carefully manage its cash resources in light of the
continuing costs of remaining a public company following the result of the
AGM.

 

The Company remains in discussions with third parties for the sale of both
Distribution Logistics Infrastructure Limited ("DLI") and Indian Energy
Limited ("IEL").

 

As announced on 7 May 2024, the Company agreed with each of its lenders to
extend the maturity date of the respective loans to 15 July 2024 to
accommodate the revised expected timeline to closing a transaction for the
sale of DLI. The Company's aggregate secured and unsecured debt facilities are
currently approximately US$414m.

 

 As at 30 September 2023, the Company had net liabilities of £217.4 million
(approximately US$275.0 million). The net liability position was based on
preliminary terms with a third party and the ascribed consideration for the
disposal DLI, which included a significant write-down, and the Group's net
debt.

 

Given the Company's cash position, its ongoing costs, and the maturity date of
its loans of 15 July 2024, the Board is seeking to further extend its debt
facilities. There can be no certainty that a further extension will be
granted.

 

 Further announcements will be made in due course.

 

 

AGM Voting Results

 

The below table summarises the proxy voting results of each resolution.
Resolutions 1 - 7 were proposed as ordinary resolutions, and resolutions 8 and
9 were proposed as special resolutions.

 

 Resolutions            Votes for    %       Votes against  %       Votes total  Votes abstained
 Ordinary Resolution 1  548,188,282  95.81%  23,958,390     4.19%   572,146,672  12,464

 Ordinary Resolution 2  547,687,755  95.72%  24,471,381     4.28%   572,159,136  0

 Ordinary Resolution 3  548,163,282  95.81%  23,995,854     4.19%   572,159,136  0

 Ordinary Resolution 4  548,163,282  95.81%  23,995,854     4.19%   572,159,136  0

 Ordinary Resolution 5  187,192,185  32.72%  384,966,951    67.28%  572,159,136  0

 Ordinary Resolution 6  187,192,185  88.42%  24,505,764     11.58%  211,697,949  360,461,184

 Ordinary Resolution 7  187,192,185  32.72%  384,966,951    67.28%  572,159,136  0

 Special Resolution 8   187,192,185  32.72%  384,966,951    67.28%  572,159,136  0

 Special Resolution 9*  187,204,649  32.72%  384,954,487    67.28%  572,159,136  0

 

*Special Resolution 9 was conditional on the passing of Resolution 8, and
therefore was not put to vote at the AGM.

 

 

Unless otherwise defined in this announcement, capitalised terms shall have
the same meanings as ascribed to them in the Company's circular dated 3 June
2024.

 

The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulation
(EU) No. 596/2014 as it forms part of United Kingdom domestic law by virtue of
the European Union (Withdrawal) Act 2018, as amended.

 

 

- Ends -

 

Enquiries:

 Infrastructure India plc                 www.iiplc.com (http://www.iiplc.com/)

 Sonny Lulla                              Via Novella

 Strand Hanson Limited                    +44 (0) 20 7409 3494

 Nominated Adviser

 James Dance / Richard Johnson

 Singer Capital Markets                   +44 (0) 20 7496 3000

 Broker

 James Maxwell - Corporate Finance

 James Waterlow - Investment Fund Sales

 Novella                                  +44 (0) 20 3151 7008

 Financial PR

 Tim Robertson / Safia Colebrook

 

 

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