Ecovista Plc
ISDX : EVTP

February 17, 2016 11:24 ET

Result of AGM

ECOVISTA PLC

Result of AGM

Ecovista Plc (the "Company") announces that at the Annual General meeting of the Company held at 12.00  p.m
today at Finsgate, 5-7 Cranwood Street, London EC1V 9EE all resolutions were passed.

Details of the resolutions which were passed are set out below.

Ordinary resolution 1: Annual Report and Accounts 2014

The  business of the AGM will begin with a resolution to lay before members the Annual Report and  Accounts
in  respect of the 12 month period ending 31 December 2014 (the "Annual Report").  Shareholders  will  have
the opportunity to put questions on the Annual Report to the directors before the resolution is proposed to
the meeting.

Ordinary resolutions 2 and 3: Re-appointment of auditors and authority to determine remuneration

Shareholders will be asked to confirm the reappointment of Jeffreys Henry LLP as the Company's auditors  to
hold office until the conclusion of the next annual general meeting and to grant authority to the directors
to determine the auditors' remuneration.

Ordinary resolution 4: Re-appointment of Director

Shareholders are asked to re-elect as a director Luca Tenuta who is retiring in accordance with Article 103
of the Company's Articles of Association and who being eligible is offering himself for re-election.

Ordinary resolution 5: Grant of authority to the Directors to allot Ordinary Shares

This  resolution deals with the directors' authority to allot Relevant Securities (as defined in the  notes
to  this  resolution) in accordance with section 551 of the Companies Act 2006 (the "Act"). This resolution
will, if passed, authorise the directors to allot:

    
a.      in relation to a pre-emptive rights issue only, equity securities (as defined by section 560 of the
        Act) up to a maximum nominal amount of GBP19,095.3 which represents approximately two thirds of the
        Company's issued Ordinary Shares (excluding treasury shares) as at 15 January 2016. This maximum is
        reduced by the nominal amount of any Relevant Securities allotted under paragraph 5b;
        
b.      in any other case, Relevant Securities up to a maximum nominal amount of GBP9,547.7 which represents
        pproximately one third of the Company's issued Ordinary Shares (excluding treasury shares) as at 15 
        January 2016. This maximum is reduced by the nominal amount of any equity securities allotted under
        paragraph 5a. in excess of GBP9,547.7.
        
        Therefore,  the  maximum nominal amount of Relevant Securities (including equity securities)  which
        may be allotted under this resolution is GBP19,095.3.
        
As at close of business on 15 January 2015, the Company did not hold any treasury shares.

This authority replaces a similar authority passed on 3 December 2014 and will expire on the date which  is
18  months  after  the date on which the resolution is passed or, if earlier, the date of the  next  annual
general meeting of the Company.

The  directors  currently intend only to make use of this authority to continue to implement the  Company's
investment strategy adopted by Shareholders at the Company's Annual General Meeting on 3 December 2014,  as
set out below:


-   The  Company will focus on property investments which provide a stable, predictable and low risk income
    stream, with opportunities to enhance value through active management;
    

-   The  Company will also selectively pursue development or redevelopment opportunities where they can  be
    pre-let  to  businesses  with  strong rental covenants, or in order to protect,  enhance  or  extract
    additional value from existing investments;
    

-   The  Company  will  invest  in  distressed property investments where opportunities  arise  as  markets
    recover.
    

Investments  outside the above criteria will only be made where risk adjusted returns to  Shareholders  are
satisfactory  and  the Company   has  the  reserves  necessary to  extract  an  above-market  return   from
the investments.

Relevant Securities means:
    
    -       Shares in the Company other than shares allotted pursuant to:
 
         -       an employee share scheme (as defined by section 1166 of the Act);
            
         -       a  right  to  subscribe for shares in the Company where the grant of the right  itself
                 constituted a Relevant Security; or
             
         -       a  right to convert securities into shares in the Company where the grant of the right
                 itself constituted a Relevant Security.
     
    -       Any right to subscribe for or to convert any security into shares in the Company other than rights
            to subscribe for or convert any security into shares allotted pursuant to an employee share scheme
            (as defined by section 1166 of the Act). References to the allotment of Relevant Securities in the
            resolution include the grant of such rights.
        
Where  the aggregate usage by the Company of the authority granted by this resolution exceeds one third  of
the nominal value of the Company's issued Ordinary Shares (excluding treasury shares) as at 15 January 2016
and  also,  in  the  case  of issuance being in whole or part by way of a fully pre-emptive  rights  issue,
monetary  proceeds  exceed  one  third  (or  such  lesser relevant  proportion)  of  the  pre-issue  market
capitalisation,  all directors wishing to remain in office will stand for re-election at  the  next  annual
general meeting of the Company following the decision to make the issue in question.


Special resolution 6: Disapplication of statutory pre-emption rights on allotment of shares

If the directors wish to allot unissued shares or other equity securities for cash or sell any shares which
the  Company may hold in treasury following a purchase of its own shares, the Act requires that such shares
or  other  equity  securities are offered first to existing shareholders in proportion  to  their  existing
holdings.


This  resolution will, if passed, give the directors power, pursuant to the authority to allot  granted  by
resolution 5, to allot equity securities (as defined by section 560 of the Act) or sell treasury shares for
cash without first offering them to existing shareholders in proportion to their existing holdings up to  a
maximum  nominal amount of GBP11,547.2 which represents approximately 40 per cent. of the Company's  issued
Ordinary Shares (excluding treasury shares) as at 15 January 2016.


The proposed resolution also disapplies the statutory pre-emption provisions in connection with pre-emptive
offers and offers to holders of other equity securities if required by the rights of those securities or as
the  directors  otherwise consider necessary, and allows the directors, in the case of any such  offer,  to
make  arrangements in relation to fractional entitlements or other legal or practical problems which  might
arise.


The  total number of Ordinary Shares in issue as at 15 January 2016 is 2,864,315,700. The Company does  not
currently  hold any treasury shares. This authority replaces a similar authority passed on 3 December  2014
and the power granted by this resolution will expire on the date which is 18 months after the date on which
this resolution is passed or, if earlier, the date of the next annual general meeting of the company.


The directors have no immediate plans to make use of this authority other than in those circumstances which
are referred to in the explanation relating to resolution 5 above.


Special resolution 7:


As  you will be aware, the Directors obtained authorities at the Company's AGM on 3 December 2014 to  allot
670,000,000 shares ("2014 Resolution 4").


Since that date, the Company has issued a total of 2,189,959,533 new Ordinary Shares; 59,331,913 shares  on
5  January  2015, 147,729,460 shares on 20 February 2015, 115,595,620 shares on 6 August 2015,  538,202,540
shares on 5 November 2015, 909,100,000 shares on 26 November 2015 and 420,000,000 shares on 4 January 2016.


When  the Company issued 190,859,533 of the 538,202,540 Ordinary Shares on 5 November 2015, the 909,100,000
shares  on  26  November  2015  and the 420,000,000 shares on 4 January 2016, the  directors  inadvertently
exceeded  their  authority to allot shares in the Company granted under 2014 Resolution  4  by  issuing  an
aggregate of 1,519,959,533 Ordinary Shares. This did not affect the legality of the Ordinary Shares issued.


As  result of the share issues that have made by the directors without requisite shareholder authority, the
directors  may also have inadvertently breached their statutory duties, including a duty under section  171
of  the  Act which requires that a director must act in accordance with a company's constitution  and  must
only exercise his powers for their proper purpose.


As  the  share  issues  made since the Company's 2014 Annual General Meeting have raised  an  aggregate  of
GBP1,389,496 for the Company and have enabled it to continue to pursue its investment strategy approved  by
Shareholders  at  its 2014 Annual General Meeting, the directors consider that all of these  share  issues,
including  those  made  without requisite shareholder authority, were made in the  best  interests  of  the
Company and its shareholders as a whole.


Accordingly  the Directors are therefore proposing in resolution 7 that any inadvertent breach  of  their
statutory duties be waived and ratified be ratified by a special resolution of the Shareholders.


Neither the Directors, nor any persons connected with them, will be eligible to vote at the AGM in relation
to this resolution.


By Order of the Board

The Directors of the Issuer accept responsibility for this announcement.


FOR FURTHER INFORMATION PLEASE CONTACT:


Luca Tenuta
Ecovista Plc
Tel: +44(0)790 024 2769

Jon Isaacs / Nick Michaels
Alfred Henry Corporate Finance Limited
Tel: +44(0)207 251 3762



Date 17 February 2016


Contact Information

  • Ecovista Plc