Georgia Healthcare Group PLC Result of AGM (5887M)

TIDMGHG

RNS Number : 5887M

Georgia Healthcare Group PLC

30 April 2018

London, 30 April 2018

Georgia Healthcare Group PLC - Result of AGM

The Board of Directors of Georgia Healthcare Group PLC (the "Company") announces the results of voting on the resolutions put to shareholders at its Annual General Meeting (the "AGM") held on Monday, 30 April 2018. Details of the resolutions are set out in full in the Notice of AGM dated 26 March 2018.

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

Resolutions 1 to 14 were passed as ordinary resolutions and resolutions 15, 16 and 17 were passed as special resolutions. As the Company has a controlling shareholder, BGEO Group PLC, as defined in the Financial Conduct Authority's Listing Rules, each resolution to elect an independent Non-Executive Director (resolutions 5 to 10) has been approved by a majority of the votes cast by:

   --       the shareholders of the Company as a whole; and 

-- the independent shareholders of the Company, that is, all the shareholders entitled to vote on each resolution excluding the controlling shareholder.

The results of the poll for each resolution were as follows:

 
             RESOLUTION                   VOTES        %        VOTES        %        VOTES       % of      VOTES 
                                           FOR                  AGAINST               TOTAL       ISC*     WITHHELD 
                                                                                                  VOTED 
 1 To receive and adopt 
  the Annual Report and Accounts 
  for the year ended 31 December 
  2017.                                123,696,517    99.86      176,417    0.14   123,872,934   94.07%           0 
                                      ------------  -------  -----------  ------  ------------  -------  ---------- 
 2 To receive and approve 
  the Directors' Remuneration 
  Report for the year ended 
  31 December 2017.                    119,961,911    97.13    3,540,638    2.87   123,502,549   93.79%     370,385 
                                      ------------  -------  -----------  ------  ------------  -------  ---------- 
 3 To re-elect Irakli Gilauri, 
  as a Non-Executive Director.         109,387,356    88.31   14,485,579   11.69   123,872,935   94.07%           0 
                                      ------------  -------  -----------  ------  ------------  -------  ---------- 
 4 To re-elect Nikoloz Gamkrelidze, 
  as an Executive Director.            123,872,935   100.00            0    0.00   123,872,935   94.07%           0 
                                      ------------  -------  -----------  ------  ------------  -------  ---------- 
 5 To re-elect David Morrison, 
  as a Non-Executive Director.**       122,555,427    98.94    1,317,507    1.06   123,872,934   94.07%           0 
                                      ------------  -------  -----------  ------  ------------  -------  ---------- 
 6 To re-elect Ingeborg 
  Oie, as a Non-Executive 
  Director.**                          122,551,606    98.93    1,321,328    1.07   123,872,934   94.07%           0 
                                      ------------  -------  -----------  ------  ------------  -------  ---------- 
 7 To re-elect Tim Elsigood, 
  as a Non-Executive Director.**       121,222,392    97.86    2,650,542    2.14   123,872,934   94.07%           0 
                                      ------------  -------  -----------  ------  ------------  -------  ---------- 
 8 To re-elect Mike Anderson, 
  as a Non-Executive Director.**       123,872,935   100.00            0    0.00   123,872,935   94.07%           0 
                                      ------------  -------  -----------  ------  ------------  -------  ---------- 
 9 To re-elect Jacques Richier, 
  as a Non-Executive Director.**       123,872,935   100.00            0    0.00   123,872,935   94.07%           0 
                                      ------------  -------  -----------  ------  ------------  -------  ---------- 
 10 To elect William Huyett, 
  as a Non-Executive Director.**       123,872,935   100.00            0    0.00   123,872,935   94.07%           0 
                                      ------------  -------  -----------  ------  ------------  -------  ---------- 
 11 To re-appoint Ernst 
  & Young LLP as Auditor 
  to the Company.                      123,697,049   100.00            0    0.00   123,697,049   93.94%     175,885 
                                      ------------  -------  -----------  ------  ------------  -------  ---------- 
 12 To authorise the Audit 
  Committee to set the remuneration 
  of the Auditor.                      123,872,935   100.00            0    0.00   123,872,935   94.07%           0 
                                      ------------  -------  -----------  ------  ------------  -------  ---------- 
 13 To authorise political 
  donations and political 
  expenditure.                         120,081,329    99.92       95,216    0.08   120,176,545   91.26%   3,696,388 
                                      ------------  -------  -----------  ------  ------------  -------  ---------- 
 14 To authorise the Board 
  to allot shares.                     123,870,070   100.00        2,865    0.00   123,872,935   94.07%           0 
                                      ------------  -------  -----------  ------  ------------  -------  ---------- 
 15 To authorise the disapplication 
  of pre-emption rights.               123,872,935   100.00            0    0.00   123,872,935   94.07%           0 
                                      ------------  -------  -----------  ------  ------------  -------  ---------- 
 16 To authorise the disapplication 
  of pre-emption rights for 
  the purposes of acquisitions 
  or capital investments.              123,510,417    99.71      362,517    0.29   123,872,934   94.07%           0 
                                      ------------  -------  -----------  ------  ------------  -------  ---------- 
 17 To authorise the Company 
  to purchase its own shares.          123,691,832    99.85      181,102    0.15   123,872,934   94.07%           0 
                                      ------------  -------  -----------  ------  ------------  -------  ---------- 
 

*Issued share capital

**Independent Director

Votes of independent shareholders on the resolutions concerning the re-election of the independent Non-Executive Directors

 
            RESOLUTION                VOTES        %        VOTES      %       VOTES       % of      VOTES 
                                        FOR                AGAINST              TOTAL      ISC*     WITHHELD 
                                                                                           VOTED 
 5 To re-elect David Morrison, 
  as a Non-Executive Director.**    47,042,807   97.28    1,317,507   2.72   48,360,314   92.09%       0 
                                   -----------  -------  ----------  -----  -----------  -------  ---------- 
 6 To re-elect Ingeborg 
  Oie, as a Non-Executive 
  Director.**                       47,038,986   97.27    1,321,328   2.73   48,360,314   92.09%       0 
                                   -----------  -------  ----------  -----  -----------  -------  ---------- 
 7 To re-elect Tim Elsigood, 
  as a Non-Executive Director.**    45,709,772   94.52    2,650,542   5.48   48,360,314   92.09%       0 
                                   -----------  -------  ----------  -----  -----------  -------  ---------- 
 8 To re-elect Mike Anderson, 
  as a Non-Executive Director.**    48,360,315   100.00       0       0.00   48,360,315   92.09%       0 
                                   -----------  -------  ----------  -----  -----------  -------  ---------- 
 9 To re-elect Jacques Richier, 
  as a Non-Executive Director.**    48,360,315   100.00       0       0.00   48,360,315   92.09%       0 
                                   -----------  -------  ----------  -----  -----------  -------  ---------- 
 10 To elect William Huyett, 
  as a Non-Executive Director.**    48,360,315   100.00       0       0.00   48,360,315   92.09%       0 
                                   -----------  -------  ----------  -----  -----------  -------  ---------- 
 

*Issued share capital

**Independent Director

In accordance with Listing Rule 9.6.11, Georgia Healthcare Group plc announces that, having given notice to the Company he would not be seeking re-election as a non-executive director at the 2018 Annual General Meeting (AGM), Mr Neil Janin stepped down from the Board at the AGM on 30 April 2018. As required by section 430(2B) of the Companies Act 2006, we can confirm that no remuneration is payable consequent upon or in respect of his retirement.

Notes:

1. As at the date of the AGM, the Company had 131,681,820 ordinary shares in issue. The Company did not hold any shares in treasury and therefore the number of total voting rights as at the date of the AGM was 131,681,820. 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 9.6.2, copies of the resolutions which constitute special business at the AGM (being resolutions 13 - 17) will be submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/nsm. A copy of this announcement has been posted on the Company's website, www.ghg.com.ge.

Name of authorised official of issuer responsible for making notification:

Rebecca Wooldridge

Group Company Secretary

About Georgia Healthcare Group PLC

Georgia Healthcare Group PLC is a UK incorporated holding company of the largest healthcare services provider in the fast-growing, predominantly privately-owned, Georgian healthcare services market. GHG's leadership position is underpinned by offering the most comprehensive range of inpatient and outpatient services targeting the mass market segment through its vertically integrated network of 37 hospitals and 12 polyclinic clusters (consisting of 16 polyclinics and 24 express outpatient clinics), as at 31 December 2017. GHG is the single largest market participant, accounting for 24.5% of total hospital bed capacity in the country, as of 31 December 2017. From January 2017, GHG become the largest pharmaceuticals retailer and wholesaler in Georgia, with approximately 30% market share by revenue. GHG is the second largest provider of medical insurance in Georgia with a 29.0% market share based on net insurance premiums earned and approximately 155,000 insurance customers as at January 2018. GHG employed a total of c.15,100 people as at 31 December 2017, including c.3,500 physicians.

For further information, please visit www.ghg.com.ge or contact:

 
 Nikoloz Gamkrelidze        Irakli Gogia             Ketevan Kalandarishvili 
 CEO                        CFO                      Head of Investor Relations 
 [phone] (5077)     [phone] (5088)   [phone] (5079) 
 [e-mail]    [e-mail]   [e-mail] 
 

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April 30, 2018 08:23 ET (12:23 GMT)