REG - Petershill Prtnrs - Results of AGM
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RNS Number : 8461J Petershill Partners PLC 22 May 2025
PETERSHILL PARTNERS PLC
RESULTS OF AGM
LONDON - 22 May 2025 - Petershill Partners plc (the "Company") (LSE: PHLL) is
pleased to announce that at the Annual General Meeting ("AGM") held at 13:00
(BST) today, 22 May 2025, each of the Resolutions were duly passed without
amendments. Resolutions 13, 14, 15 and 16 were proposed as special resolutions
and all other resolutions were proposed as ordinary resolutions.
FOR AGAINST Votes withheld
Resolutions
No. of votes % No. of votes % No. of votes
Resolution 1
To receive the annual report and accounts for the financial year ended 31
December 2024 ("Annual Report and Accounts") together with the directors'
report thereon and the independent auditor's report on the audited accounts.
973,641,392 99.81% 1,826,747 0.19% 107,888
Resolution 2
To receive and approve the directors'
remuneration report contained within the Annual Report and Accounts.
973,732,524 99.81% 1,831,137 0.19% 12,366
Resolution 3
To receive and approve the directors' remuneration policy set out in the
directors' remuneration report contained within the Annual Report and
Accounts, such directors' remuneration policy to take effect from the date of
its adoption.
975,557,927 4,788
100% 0% 13,312
Resolution 4
To declare a final dividend for 2024 of 10.5 cents per share on the Company's
ordinary shares.
975,575,629 398
100% 0% -
Resolution 5
To re-appoint PricewaterhouseCoopers LLP ("PwC") as auditor of the Company to
hold office from the conclusion of this AGM until the conclusion of the next
annual general meeting.
975,575,629 398
100% 0% -
Resolution 6
To authorise the Audit and Risk Committee, on behalf of the Board, to
determine the remuneration of PwC.
975,564,129 11,898
100% 0% -
Resolution 7
To re-elect Naguib Kheraj as a Director. 969,821,232
99.41% 5,748,145 0.59% 6,650
Resolution 8
To re-elect Everard Barclay Simmons as a Director. 973,769,624 1,800,699
99.82% 0.18% 5,704
Resolution 9
To re-elect Annemarie Durbin as a Director. 973,758,124 1,812,199
99.81% 0.19% 5,704
Resolution 10
To re-elect Erica Handling as a Director. 973,769,624 1,800,699
99.82% 0.18% 5,704
Resolution 11
To re-elect Mark Merson as a Director. 973,768,678 1,800,699
99.82% 0.18% 6,650
Resolution 12
Authority to allot shares. 28,184
975,546,897 100% 0% 946
Resolution 13*
Disapplication of pre-emption rights. 301,353
975,274,674 99.97% 0.03% -
Resolution 14*
Disapplication of additional pre-emption rights. 975,021,995 554,032
99.94% 0.06% -
Resolution 15*
Authority for the Company to purchase its own shares. 972,349,188 3,226,839
99.67% 0.33% -
Resolution 16*
That a general meeting of the Company, other than an annual general meeting,
may be called on not less than 14 clear days' notice.
320,047
975,255,980 99.97% 0.03% -
* Special Resolutions requiring a 75% majority
The full text of the Special Resolutions is noted below:
13. That, subject to the passing of Resolution 12 above, in substitution for
all subsisting authorities to the extent unused, the Directors be generally
authorised, pursuant to sections 570 and 573 of CA 2006, to allot equity
securities (within the meaning of section 560 of CA 2006) for cash pursuant to
the authority conferred by Resolution 12, as if section 561(1) of CA 2006 did
not apply to any such allotment, provided that:
(a) such authority shall be limited to the allotment of equity
securities in connection with an offer of equity securities:
i. to the ordinary Shareholders in proportion (as nearly as may be
practicable) to their existing holdings; and
ii. to people who hold other equity securities, if this is
required by the rights of those securities or, if the Directors consider it
necessary, as permitted by the rights of those securities,
and so that the Directors may impose any limits or restrictions and make any
arrangements which they consider necessary or appropriate to deal with
treasury shares, fractional entitlements, record dates, legal, regulatory or
practical problems in, or under the laws of, any territory or any other
matter;
(b) in the case of the authority granted under Resolution
12(a)(i) shall be limited to the allotment of equity securities for cash
otherwise than pursuant to paragraph (a) up to an aggregate nominal amount of
US$1,081,708;
(c) following an allotment of equity securities being made
pursuant to paragraph (b) (a "paragraph 13(b) allotment"), such authority
shall be limited to the allotment of equity securities for cash otherwise than
pursuant to paragraph (a) or (b) up to a nominal amount equal to 20 per cent.
of the nominal amount of that paragraph 13(b) allotment, provided that any
allotment pursuant to this paragraph (c) is for the purposes of a follow-on
offer determined by the directors to be of a kind contemplated by paragraph 3
of section 2B of the Statement of Principles on Disapplying Pre-Emption Rights
most recently published by the Pre-Emption Group prior to the date of the
notice of the meeting; and
(d) such authority shall expire (unless previously renewed,
varied or revoked by the Company in general meeting) at the end of the next
annual general meeting of the Company after the date on which this resolution
is passed (or, if earlier, at the close of business on 30 June 2026), save
that the Company may make offers and enter into agreements which would or
might require equity securities to be allotted after such expiry and the
Directors may allot equity securities in pursuance of such offers and
agreements as if the authority conferred hereby had not expired.
This power applies in relation to a sale of shares which is an allotment of
equity securities by virtue of section 560(3) of CA 2006 as if in the first
paragraph of this Resolution the words "pursuant to the authority conferred by
Resolution 12 in the notice of the meeting" were omitted.
14. That, subject to the passing of Resolutions 12 and 13 above and in
addition to any power given to them pursuant to Resolution 13, the Directors
be generally empowered pursuant to sections 570 and 573 of CA 2006 to allot
equity securities (as defined in CA 2006) for cash, pursuant to the authority
conferred by Resolution 12 in the notice of the meeting as if section 561(1)
of CA 2006 did not apply to the allotment. This power:
(a) expires (unless previously renewed, varied or revoked by the
Company in a general meeting) at the end of the next annual general meeting of
the Company after the date on which this resolution is passed (or, if earlier,
at the close of business on 30 June 2026), but the Company may make an offer
or agreement which would or might require equity securities to be allotted
after expiry of this power and the Directors may allot equity securities in
pursuance of that offer or agreement as if this power had not expired; and
(b) in the case of the authority granted under Resolution 12(a)(i),
shall be limited to the allotment of equity securities for cash up to an
aggregate nominal amount of US$1,081,708 and provided that the allotment is
for the purposes of financing (or refinancing, if the power is used within
twelve months of the original transaction) a transaction which the directors
determine to be an acquisition or other capital investment of a kind
contemplated by the Statement of Principles on Disapplying Pre-Emption Rights
most recently published by the Pre-Emption Group prior to the date of the
notice of the meeting;
(c) following an allotment of equity securities being made pursuant to
paragraph (b) (a "paragraph 14(b) allotment"), shall be limited to the
allotment of equity securities for cash otherwise than pursuant to paragraph
(a) or (b) up to a nominal amount equal to 20 per cent. of the nominal amount
of that paragraph 14(b) allotment, provided that any allotment pursuant to
this paragraph (c) is for the purposes of a follow-on offer determined by the
Directors to be of a kind contemplated by paragraph 3 of section 2B of the
Statement of Principles on Disapplying Pre-Emption Rights most recently
published by the Pre-Emption Group prior to the date of the notice of the
meeting;
This power applies in relation to a sale of shares which is an allotment of
equity securities by virtue of section 560(3) of CA 2006 as if in the first
paragraph of this resolution the words "pursuant to the authority conferred by
Resolution 12 in the notice of the meeting" were omitted.
15. That, in substitution for all subsisting authorities to the extent
unused, the Company be and is hereby generally and unconditionally authorised
to make market purchases (within the meaning of section 693(4) of CA 2006) of
ordinary shares of US$0.01 each in the capital of the Company ("Ordinary
Shares") on such terms and in such manner as the Directors shall from time to
time determine, provided that:
(a) the maximum number of Ordinary Shares hereby authorised to be
purchased is 108,170,816;
(b) the minimum price (exclusive of expenses) which may be paid for an
Ordinary Share is the nominal value of an Ordinary Share at the time of such
purchase;
(c) the maximum price (exclusive of expenses) which may be paid for an
Ordinary Share shall be not more than the higher of (i) an amount equal to 105
per cent. of the average of the middle market quotations for an Ordinary Share
(as derived from the London Stock Exchange Daily Official List) for the five
business days immediately preceding the date on which that Ordinary Share is
contracted to be purchased; and (ii) an amount equal to the higher of the
price of the last independent trade of an Ordinary Share and the highest
current independent bid on the trading venues where the purchase is carried
out;
(d) the authority hereby conferred shall expire at the conclusion of
the next AGM of the Company after the passing of this Resolution or 30 June
2026, whichever is the earlier (unless previously revoked, varied or renewed
by the Company in a general meeting prior to such time); and
(e) the Company may enter into a contract or contracts to purchase
Ordinary Shares under this authority before the expiry of this authority and
concluded in whole or in part after the expiry of this authority.
16. That a general meeting of the Company, other than an annual general
meeting, may be called on not less than 14 clear days' notice.
Notes
A 'Vote Withheld' is not a vote in law and has not been counted in the
calculation of the proportion of the votes 'For' and 'Against' a resolution.
Any proxy appointments which gave discretion to the Chair have been included
in the "for" column.
The total number of shares on the register at the close of business on 20 May
2025, being those eligible to be voted on at the AGM, was 1,081,708,167.
This announcement is made pursuant to the requirements of UK Listing Rules
6.4.2 and 6.4.13. In accordance with UK Listing Rule 6.4.2, copies of the
resolutions that do not constitute ordinary business at an annual general
meeting 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) .
Further details of the resolutions (including the text of the resolutions) are
given in the Notice of 2025 Annual General Meeting which is available on the
Company's website. The results will also be made available on the Company's
website: https://www.petershillpartners.com/homepage.html
(https://www.petershillpartners.com/homepage.html)
-ENDS-
Ocorian Administration (UK) Limited (Company Secretary):
Theresa Beard + 44 (0) 777 5658 193
gsam@ocorian.com
Analyst / Investor enquiries:
Gurjit Kambo + 44 (0) 207 051 2564
Media enquiries:
Brunswick Group Advisory Limited PHLL@brunswickgroup.com
Simone Selzer + 44 (0) 207 404 5959
Issued by Petershill Partners Plc
LEI: 213800HTCF8A7XM22A32
Registered in England and Wales No. 13289144
Registered office: 5th Floor, 20 Fenchurch Street, London, England, EC3M 3BY
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