London,
20 May 2024
Georgia Capital PLC - Result
of AGM and Buyback Programme Confirmation
The Board of Directors of Georgia
Capital PLC (the "Company")
announces the results of voting on the resolutions put to
shareholders at its Annual General Meeting (the "AGM") held today, 20 May 2024 and
confirms the renewal of the buyback programme. Details of the resolutions are set out in full in the
Notice of AGM dated 12 April
2024.
Voting at the AGM was completed by
way of a poll. All resolutions were passed by the required
majority.
Resolutions 1 to 11 (inclusive) were
passed as ordinary resolutions and resolutions 12 to 16 (inclusive)
were passed as special resolutions. The results of the poll for
each resolution were as follows:
|
RESOLUTION
|
VOTES
FOR
|
%
|
VOTES
AGAINST
|
%
|
VOTES
TOTAL
|
% of ISC*
VOTED
|
VOTES
WITHHELD
|
|
1 To receive and adopt the
Annual Report and Accounts for the year ended 31 December
2023
|
28,764,433
|
100.00%
|
872
|
0.00%
|
28,765,305
|
67.49%
|
863
|
|
2 To receive and approve the
Directors' Remuneration Report for the year ended 31 December
2023
|
28,266,394
|
98.27%
|
498,861
|
1.73%
|
28,765,255
|
67.49%
|
913
|
|
3 To
re-appoint Irakli Gilauri, as an Executive Director
|
27,353,042
|
95.09%
|
1,412,263
|
4.91%
|
28,765,305
|
67.49%
|
863
|
|
4 To
re-appoint Maria
Chatti-Gautier, as a Non-Executive Director**
|
28,765,227
|
100.00%
|
28
|
0.00%
|
28,765,255
|
67.49%
|
913
|
|
5 To re-appoint Massimo Gesua'
sive Salvadori, as a Non-Executive
Director **
|
28,572,477
|
99.33%
|
192,778
|
0.67%
|
28,765,255
|
67.49%
|
913
|
|
6 To re-appoint David Morrison,
as a Non-Executive Director **
|
28,546,556
|
99.24%
|
218,699
|
0.76%
|
28,765,255
|
67.49%
|
913
|
|
7 To appoint Neil Janin, as
a Non-Executive Director
**
|
27,857,065
|
96.84%
|
908,190
|
3.16%
|
28,765,255
|
67.49%
|
913
|
|
8 To re-appoint PricewaterhouseCoopers LLP as Auditor to the
Company
|
28,545,993
|
99.24%
|
219,312
|
0.76%
|
28,765,305
|
67.49%
|
863
|
|
9 To authorise the Audit and Valuation Committee to set the
remuneration of the Auditor
|
28,764,005
|
100.00%
|
1,300
|
0.00%
|
28,765,305
|
67.49%
|
863
|
|
10 To authorise political
donations and expenditure
|
28,468,185
|
99.72%
|
79,597
|
0.28%
|
28,547,782
|
66.98%
|
218,386
|
|
11 To authorise the Board to
allot shares
|
25,502,938
|
88.66%
|
3,262,367
|
11.34%
|
28,765,305
|
67.49%
|
863
|
|
12 To authorise the disapplication of pre-emption rights
|
24,693,919
|
85.85%
|
4,071,386
|
14.15%
|
28,765,305
|
67.49%
|
863
|
|
13 To authorise the
disapplication of pre-emption rights
for the purposes of acquisitions or capital
investments
|
24,968,241
|
86.80%
|
3,797,064
|
13.20%
|
28,765,305
|
67.49%
|
863
|
|
14 To authorise the Company to
purchase its own shares
|
28,546,556
|
99.24%
|
218,749
|
0.76%
|
28,765,305
|
67.49%
|
863
|
|
15 To authorise the
Company to make off-market purchases of its own shares
|
24,819,157
|
86.28%
|
3,946,148
|
13.72%
|
28,765,305
|
67.49%
|
863
|
|
16 To authorize the
Company to call General Meetings, other than AGMs, on 14 days'
notice
|
28,726,046
|
99.86%
|
39,259
|
0.14%
|
28,765,305
|
67.49%
|
863
|
*Issued share capital with voting
rights
**Independent Director
Notes:
1.
As at the date of the
AGM, the Company had 42,673,998 ordinary shares in issue. The
Company held 50,000 shares in treasury and therefore the number of
total voting rights as at the date of the AGM was 42,623,998. 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
14.3.6, copies of the resolutions which passed as special business
(resolutions 10 to 16) at the AGM will be submitted to the National
Storage Mechanism and will shortly be available for inspection
at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
A copy of this announcement has been
posted on the Company's website www.georgiacapital.ge.
Following the announcement of 17 May
2024, the Georgia Capital PLC notes that shareholders approved the
general authority to repurchase shares and consequently, the
Company confirms that share buybacks will be carried out pursuant
to the authorization granted at the 2024 AGM until the end of the
programme on 31 December 2024. The shares
will be purchased in the open market and the cancellation of the
treasury shares will be executed on a monthly basis. The purpose of
the buyback is to reduce the share capital. Under the buyback
programme, the maximum price paid per share will not exceed the
latest reported NAV per share amount. The Programme is consistent
with the Board's intention to make available at least GEL 300
million for share buyback and cancellation programmes through the
end of 2026.
In accordance with the authority
granted by the shareholders at the 2024 annual general meeting
("AGM") and the previous announcement, the maximum number of shares
that may be repurchased is 6,396,832. The programme is conducted
within certain pre-set parameters, and in accordance with the
general authority to repurchase shares granted at the 2024 AGM,
Chapter 12 of the FCA Listing Rules, and the provisions of the
Market Abuse Regulation 596/2014/EU and of the Commission Delegated
Regulation (EU) 2016/1052 (as they form part of UK domestic
law).
The Company has appointed Numis
Securities Limited ("Deutsche Numis") to manage a non‐discretionary
share buyback programme until the end of the programme. During
closed periods the Company and its directors have no power to
invoke any changes to the programme and it is being executed at the
sole discretion of Deutsche Numis.
The Company will make further
announcements in due course following the completion of any share
repurchases.
Name of authorised official of
issuer responsible for making notification:
Link Company Matters
Limited
Company Secretary
About Georgia Capital PLC
Georgia Capital (LEI:
213800Q65T5GNBOW7H65) is a
platform for buying, building and developing businesses in Georgia
with holdings in sectors that are expected to benefit from the
continued growth and further diversification of the Georgian
economy. The Company's focus is typically on larger-scale
investment opportunities in Georgia, which have the potential to
reach at least GEL 300 million equity value over 3-5 years from the
initial investment and to monetise them through exits, as
investments mature. Georgia Capital currently has the following
portfolio businesses: (i) a retail (pharmacy) business, (ii) a
hospitals business, (iii) an insurance business (P&C and
medical insurance); (iv) a renewable energy business (hydro and
wind assets), (v) an education business and (vi) a clinics and
diagnostics business; Georgia Capital also holds other small
private businesses across different industries in Georgia; a 20.0%
equity stake in the water utility business and a 19.7% equity stake
(at 31-Mar-24) in LSE premium-listed Bank of Georgia Group PLC
("BoG"), a leading universal bank in Georgia.
|
JSC
Georgia Capital has, as of the date hereof, the following credit
rating:
|
|
|
|
|
S&P Global
|
'BB-'/FC & 'BB-'/LC
|
For further information, please visit
www.georgiacapital.ge
or
contact:
|
Irakli Gilauri
|
Giorgi Alpaidze
|
Michael Oliver
|
Shalva Bukia
|
|
Chairman and Chief
Executive
|
Chief Financial Officer
|
Adviser to the Chairman &
CEO
|
Head of Investor
Relations
|
|
ir@gcap.ge
|
+995 322 005 000
|
+44 203 178 4034
|
+ 995 322 005 045
|
|
|
ir@gcap.ge
|
ir@gcap.ge
|
ir@gcap.ge
|
This news report is presented for general informational
purposes only and should not be construed as an offer to sell or
the solicitation of an offer to buy any
securities