Utilitywise plc Result of AGM (8804Z)

TIDMUTW

RNS Number : 8804Z

Utilitywise plc

16 December 2014

16 December 2014

Utilitywise plc

("Utilitywise" or the "Company")

Result of AGM

Utilitywise plc (AIM:UTW), the leading independent utility cost management consultancy, announces that all resolutions (as amended in respect of Resolutions 8, 9, and 10) set out below put to shareholders at the Annual General Meeting held yesterday were duly passed.

Ordinary Resolutions

1. To receive and adopt the accounts for the year ended 31 July 2014, together with the Reports of the Directors and of the Auditors thereon.

2. To receive and approve the Director's Remuneration Report for the financial year ended 31 July 2014.

3. To re-appoint BDO LLP as auditors to the Company, to hold office until the conclusion of the next general meeting at which accounts are laid before the Company, and to authorise the Directors to determine their remuneration.

4. To declare a final dividend for the year ended 31 July 2014 of 2.8 p per ordinary share of the Company.

   5.         To re-elect as a Director Geoff Thompson, who retires by rotation. 
   6.         To re-appoint as a Director Andrew Richardson, who retires by rotation. 
   7.         To re-appoint as a Director Jeremy Middleton, who retires by rotation. 

8.(i) THAT, subject to and in accordance with Article 9 of the Articles of Association of the Company, the Directors be and are hereby generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 (the "Act") (in substitution for any existing authority to allot relevant securities) to allot shares in the Company and to grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal amount of GBP24,008.24 (being one third of the issued share capital of the Company) provided that such authority shall expire on the conclusion of the next annual general meeting of the Company after the passing of this resolution, save that the Company may before such expiry make an offer or agreement which would or might require such shares to be allotted or rights to subscribe for or convert securities into shares to be granted after such expiry, and the board may allot shares and grant rights to subscribe or convert securities into shares in pursuance of such offer or agreement as if the authority conferred by this resolution had not expired,

and further,

8.(ii) THAT, the Directors be and they are hereby generally and unconditionally authorised to exercise all powers of the Company to allot equity securities (within the meaning of section 560 of the Act) in connection with a rights issue in favour of ordinary shareholders where the equity securities respectively attributable to the interests of all ordinary shareholders are proportionate (as nearly as may be) to the respective numbers of ordinary shares held by them up to an aggregate nominal amount of GBP24,008.24 (being one third of the issued share capital of the Company) provided that this authority shall expire on the conclusion of the next annual general meeting of the Company after the passing of this resolution save that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the board may allot equity securities in pursuance of such an offer or agreement as if the authority conferred hereby had not expired.

Special Resolutions

9. THAT, subject to the passing of resolution 8 as set out in the notice of this meeting, and in accordance with Article 9 of the Articles of Association of the Company, the Directors be and are hereby empowered pursuant to section 570 of the Companies Act 2006 to allot equity securities (within the meaning of section 560 of the Act) for cash pursuant to the general authority conferred by resolution 8 as set out in the notice of this meeting and be empowered pursuant to section 573 of the Act to sell ordinary shares (as defined in section 560 of the Act) held by the Company as treasury shares (as defined in section 724 of the Act) for cash, as if section 561(1) of the Act did not apply to such allotment or sale, provided that this power shall be limited to allotments of equity securities and the sale of treasury shares:

(i) in connection with or pursuant to an offer by way of rights, open offer or other pre-emptive offer to the holders of shares in the Company and other persons entitled to participate therein in proportion (as nearly as practicable) to their respective holdings, subject to such exclusions or other arrangements as the Directors may consider necessary or expedient to deal with fractional entitlements or legal or practical problems under the laws of any territory or the regulations or requirements of any regulatory authority or any stock exchange in any territory;

(ii) otherwise than pursuant to sub-paragraph (i) above, up to an aggregate nominal amount of GBP3,601.23 being approximately 5 per cent of the Company's issued share capital;

and such power shall expire on the conclusion of the next annual general meeting of the Company after the passing of this resolution save that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted or treasury shares to be sold after such expiry, and the board may allot equity securities or sell treasury shares in pursuance of such an offer or agreement as if the power conferred by this resolution had not expired.

10. THAT, the Company be generally and unconditionally authorised, pursuant to section 701 of the Companies Act 2006, to make market purchases (as defined in section 693(4) of the Companies Act 2006) of up to 7,202,474 Ordinary Shares of 0.1p each in the capital of the Company (being approximately 10 per cent of the current issued ordinary share capital of the Company) on such terms and in such manner as the Directors of the Company may from time to time determine, provided that:

(a) the amount paid for each share (exclusive of expenses) shall not be more than the higher of (1) five per cent above the average of the middle market quotation for ordinary shares as derived from the AIM Appendix to the Daily Official List of the London Stock Exchange for the five business days before the date on which the contract for the purchase is made, and (2) an amount equal to the higher of the price of the last independent trade and current independent bid as derived from the trading venue where the purchase was carried out or less than 0.1p per share; and

(b) the authority herein contained shall expire at the conclusion of the Annual General Meeting of the Company to be held in 2015 provided that the Company may, before such expiry, make a contract to purchase its own shares which would or might be executed wholly or partly after such expiry, and the Company may make a purchase of its own shares in pursuance of such contract as if the authority hereby conferred hereby had not expired.

For further information:

 
 Utilitywise PLC                               0870 626 0559 
 Geoff Thompson (CEO) 
 Andrew Richardson (Deputy CEO) 
 Jon Kempster (CFO) 
 
 finnCap (NOMAD and broker)                    020 7220 0500 
 Matt Goode / Charlotte Stranner (Corporate 
  Finance) 
 Simon Johnson (Corporate Broking) 
 
 Newgate Threadneedle                          020 7653 9850 
 John Coles / Hilary Buchanan 
 

About Utilitywise

Utilitywise is a leading independent utility cost management consultancy based in North Tyneside. The Group has established trading relationships with a number of major UK energy suppliers and provides services to its customers designed to assist them in achieving better value out of their energy contracts, reduced energy consumption and lower carbon footprint.

Businesses large and small rely on Utilitywise for their energy management needs. Clients range in size from single site SME's to multinationals with thousands of sites and cover the whole of the UK. In total, Utilitywise has over 20,000 customers and manages an overall energy consumption of approaching 20 terra watt hours per annum.

Utilitywise is a UK company quoted on the AIM market of the London Stock Exchange. For more information, please visit www.utilitywise.com.

This information is provided by RNS

The company news service from the London Stock Exchange

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