TIDMPRTC
RNS Number : 6343O
PureTech Health PLC
18 May 2018
18 May 2018
PureTech Health plc
Results of Annual General Meeting
The Annual General Meeting of PureTech Health plc (LSE: PRTC)
("PureTech Health" or the "Company"), was held at 3.00 pm BST on
Friday 18 May 2018. All of the resolutions proposed at the Annual
General Meeting were duly passed by the shareholders on a poll.
The results of the poll, incorporating the proxy votes lodged in
advance of the meeting, are set out below. All resolutions were
passed by greater than 90% of the shares voted at the meeting.
Resolutions For % Against % Withheld Total
votes
cast
------------------------ ------------ -------- ----------- ------ --------- ------------
001. To approve
the Company's
Annual Report
and Accounts
for year end
31 December
2017 210,722,410 100.00% 7,634 0.00% 0 210,730,044
------------------------ ------------ -------- ----------- ------ --------- ------------
002. To approve
the Directors'
Remuneration
Report 209,827,359 99.57% 902,586 0.43% 100 210,729,945
------------------------ ------------ -------- ----------- ------ --------- ------------
003. To elect
Mr. Joichi
Ito as a director 210,624,785 99.95% 105,260 0.05% 0 210,730,045
------------------------ ------------ -------- ----------- ------ --------- ------------
004. To elect
Dr. Raju Kucherlapati
as a director 210,730,045 100.00% 0 0.00% 0 210,730,045
------------------------ ------------ -------- ----------- ------ --------- ------------
005. To elect
Dr. John LaMattina
as a director 210,730,045 100.00% 0 0.00% 0 210,730,045
------------------------ ------------ -------- ----------- ------ --------- ------------
006. To elect
Dame Marjorie
Scardino as
a director 210,722,410 100.00% 7,634 0.00% 0 210,730,044
------------------------ ------------ -------- ----------- ------ --------- ------------
007. To elect
Mr. Christopher
Viehbacher
as a director 210,730,045 100.00% 0 0.00% 0 210,730,045
------------------------ ------------ -------- ----------- ------ --------- ------------
008. To elect
Dr. Robert
Langer as
a director 204,282,162 96.94% 6,447,882 3.06% 0 210,730,044
------------------------ ------------ -------- ----------- ------ --------- ------------
009. To elect
Dr. Bennett
Shapiro as
a director 200,079,010 95.02% 10,478,827 4.98% 172,207 210,557,837
------------------------ ------------ -------- ----------- ------ --------- ------------
010. To elect
Ms. Daphne
Zohar as a
director 210,730,045 100.00% 0 0.00% 0 210,730,045
------------------------ ------------ -------- ----------- ------ --------- ------------
011. To elect
Mr. Stephen
Muniz as a
director 210,624,785 99.95% 105,260 0.05% 0 210,730,045
------------------------ ------------ -------- ----------- ------ --------- ------------
012. To reappoint
KPMG LLP as
Auditors of
the Company 210,730,045 100.00% 0 0.00% 0 210,730,045
------------------------ ------------ -------- ----------- ------ --------- ------------
013. To authorise
the Board
of Directors
to determine
the Auditors'
remuneration 210,730,045 100.00% 0 0.00% 0 210,730,045
------------------------ ------------ -------- ----------- ------ --------- ------------
014. To authorise
the allotment
of shares 193,151,796 91.66% 17,578,249 8.34% 0 210,730,045
------------------------ ------------ -------- ----------- ------ --------- ------------
015. To dis-apply
pre-emption
rights 207,997,472 98.70% 2,732,572 1.30% 0 210,730,044
------------------------ ------------ -------- ----------- ------ --------- ------------
016. To further
dis-apply
pre-emption
rights for
acquisitions
and specified
capital investments. 205,997,704 97.75% 4,732,340 2.25% 0 210,730,044
------------------------ ------------ -------- ----------- ------ --------- ------------
017. To authorise
market purchase
of own shares 210,728,861 100.00% 1,184 0.00% 0 210,730,045
------------------------ ------------ -------- ----------- ------ --------- ------------
018. To authorise
general meetings
to be called
on not less
than 14 clear
days' notice 210,276,172 99.78% 453,873 0.22% 0 210,730,045
------------------------ ------------ -------- ----------- ------ --------- ------------
Due to its shareholding in the Company, Invesco Asset Management
Limited is deemed to be a controlling shareholder as defined in the
Financial Conduct Authority's Listing Rules. Accordingly, each
resolution to elect an independent director (resolutions 4, 5, 6
and 7) has under Listing Rule 9.2.2E 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 as shown below.
Resolutions For % Against % Withheld Total
votes
cast
------------------------ ------------ -------- -------- ------ --------- ------------
004. To elect
Dr. Raju Kucherlapati
as a director 120,568,048 100.00% 0 0.00% 0 120,568,048
------------------------ ------------ -------- -------- ------ --------- ------------
005. To elect
Dr. John LaMattina
as a director 120,568,048 100.00% 0 0.00% 0 120,568,048
------------------------ ------------ -------- -------- ------ --------- ------------
006. To elect
Dame Marjorie
Scardino as
a director 120,560,413 99.99% 7,634 0.01% 0 120,568,047
------------------------ ------------ -------- -------- ------ --------- ------------
007. To elect
Mr. Christopher
Viehbacher
as a director 120,568,048 100.00% 0 0.00% 0 120,568,048
------------------------ ------------ -------- -------- ------ --------- ------------
Notes:
(1) A vote "Withheld" is not a vote in law and is not counted in
the calculation of the votes "For" or "Against" a resolution.
(2) As at 17 May 2018, the number of issued shares in the
Company was 282,429,696 ordinary shares, which was the total number
of shares entitling the holders to attend and vote for or against
all the resolutions at the AGM. In accordance with the Company's
Articles of Association, on a poll every member present in person
or by proxy has one vote for every share held.
(3) The full text of the resolutions may be found in the Notice
of the Annual General Meeting, copies of which are available on
both the Company's website www.puretechhealth.com/ and on the
National Storage Mechanism.
(4) In accordance with Listing Rule 9.6.2, a copy of the
resolutions, other than those concerning ordinary business has been
submitted to the National Storage Mechanism and will shortly be
available for inspection at: www.morningstar.co.uk/uk/NSM.
(5) With respect to resolution 17 and as further explained in
the explanatory notes in the circular sent to shareholders of the
Company on 16 April 2018, Invesco Asset Management Limited (acting
as agent for and on behalf of its discretionary managed clients)
does not have a nominee director on the board of directors of the
Company and is therefore, in the view of the Company, not treated
as acting in concert with any of the directors for the purposes of
Note 1 of Rule 37.1 of the City Code on Takeovers and Mergers
("Rule 37.1") which provides an exception to the obligation to make
a mandatory offer in consequence of a company's purchase of its own
shares under Rule 37.1. In accordance with Note 4 of Rule 37.1, the
Company will consult the Panel on Takeovers and Mergers in advance
of any implementation of a purchase of its own shares pursuant to
the authority granted by this resolution.
About PureTech Health
PureTech Health (PRTC.L) is an advanced, clinical-stage
biopharmaceutical company developing novel medicines targeting
serious diseases that result from dysfunctions in the nervous,
immune, and gastrointestinal systems (brain-immune-gut or the "BIG"
axis), which together represent the adaptive human systems.
PureTech Health is at the forefront of understanding and addressing
the biological crosstalk associated with the BIG axis. By
harnessing this emerging field of biology, PureTech Health is
pioneering new categories of medicine with the potential to have
great impact on people with serious diseases. PureTech Health is
advancing a rich pipeline of innovative therapies that includes two
pivotal stage programmes, multiple human proof-of-concept studies
and a number of early clinical and pre-clinical programmes.
PureTech's research and development pipeline has been advanced in
collaboration with some of the world's leading scientific experts,
who along with PureTech's team of biopharma pioneers, entrepreneurs
and seasoned Board, identify, invent and clinically de-risk new
medicines. With this experienced team pursuing cutting-edge
science, PureTech Health is building the biopharma company of the
future focusing on improving and extending the lives of people with
serious disease. For more information, visit www.puretechhealth.com
or connect with us on Twitter @puretechh.
Forward Looking Statement
This press release contains statements that are or may be
forward-looking statements, including statements that relate to
PureTech's future prospects, developments and strategies. The
forward-looking statements are based on current expectations and
are subject to known and unknown risks and uncertainties that could
cause actual results, performance and achievements to differ
materially from current expectations, including, but not limited
to, those risks and uncertainties described in the risk factors
included in the regulatory filings for PureTech Health. These
forward-looking statements are based on assumptions regarding the
present and future business strategies of the company and the
environment in which it will operate in the future. Each
forward-looking statement speaks only as at the date of this press
release. Except as required by law and regulatory requirements,
neither PureTech Health nor any other party intends to update or
revise these forward-looking statements, whether as a result of new
information, future events or otherwise.
Contact:
Investors EU media
Allison Mead Talbot Ben Atwell, Rob Winder
+1 617 651 3156 +44 (0) 20 3727 1000
amt@puretechhealth.com ben.atwell@FTIconsulting.com
This information is provided by RNS
The company news service from the London Stock Exchange
END
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