Infra.india Regulatory News (IIP)

26 June 2024

Infrastructure India plc

("IIP" or the "Company" and, together with its subsidiaries, the "Group")

Results of AGM, Board Changes and Trading & Corporate Update

Infrastructure India plc, an AIM quoted infrastructure fund investing directly into assets in India, announces the results of the Company's annual general meeting ("AGM") held today, certain changes to the board and a trading and corporate update.

A circular, including the notice of AGM setting out the resolutions put to shareholders is available on the Company's website at: www.iiplc.com. Resolutions 1 - 4 and 6 were passed, however resolutions 5 and 7 - 9 were not passed. Further detail of the AGM's voting results is set out below.

Winding Up of the Group and AIM Admission

The Board is disappointed that resolutions 8 and 9, which related to the proposed cessation of the Company as constituted (the "Duration Resolution") and the cancellation of the admission to trading on AIM of the IIP's Ordinary Shares (the "Cancellation"), respectively, were not passed. As a result, the Company shall continue as constituted, its Ordinary Shares shall remain admitted to trading on AIM and the City Code on Takeovers and Mergers will continue to apply.

The Board recommended that shareholders vote in favour of such resolutions in accordance with the Company's strategy to pursue an orderly winding up, as all of its assets, other than IHDC, have been held for sale in the Company's accounts for the past two years. In addition, as detailed in the Circular, the Board concluded that the Cancellation was in the best interests of the Company and its shareholders, as the winding up strategy limits the utility of the Company remaining quoted on AIM. During the winding up period, the Company does not intend to raise any further equity capital and is seeking to dispose of its assets in an efficient and cost-effective manner, which is hindered by, inter alia, the impact of ongoing disclosure requirements on asset sale negotiations and the costs associated with the Company's admission to trading on AIM.

Accordingly, the Board continues to believe that the Company would realise its maximum potential value by progressing the winding up and the Cancellation together, however it is considering its options to maximise returns from its assets and will provide a further update in due course.

Board Changes

The Board is also disappointed that resolutions 5 and 7, which relate to the re-appointment of Rob Venerus and Graham Smith, respectively, as directors of the Company, were not passed. Consequently, each of Mr Venerus and Mr Smith has today left the Board.

The Board therefore now comprises Tom Tribone (Chair), Sonny Lulla (Chief Executive Officer) and M.S. Ramachandran (Independent Non-Executive Director). Mr Smith was considered to be an independent director of the Company. As such, the Board composition no longer meets the corporate governance guidance of the QCA Code.

Proxy Analysis

The Company notes that the Institutional Shareholder Services (ISS) proxy analysis recommended that shareholders vote against resolutions 5 and 7 - 9 at the AGM, which are the resolutions that were ultimately not passed. The Company was not given the opportunity to discuss the voting recommendations with ISS prior to publication of the analysis, which the Board believes failed to recognise the rationale set out in the Circular.

Trading and Corporate Update

As at 31 May 2024, the Group had gross cash resources of approximately US$1.5 million and continues to carefully manage its cash resources in light of the continuing costs of remaining a public company following the result of the AGM. 

The Company remains in discussions with third parties for the sale of both Distribution Logistics Infrastructure Limited ("DLI") and Indian Energy Limited ("IEL").

As announced on 7 May 2024, the Company agreed with each of its lenders to extend the maturity date of the respective loans to 15 July 2024 to accommodate the revised expected timeline to closing a transaction for the sale of DLI. The Company's aggregate secured and unsecured debt facilities are currently approximately US$414m. 

 As at 30 September 2023, the Company had net liabilities of £217.4 million (approximately US$275.0 million). The net liability position was based on preliminary terms with a third party and the ascribed consideration for the disposal DLI, which included a significant write-down, and the Group's net debt.

Given the Company's cash position, its ongoing costs, and the maturity date of its loans of 15 July 2024, the Board is seeking to further extend its debt facilities. There can be no certainty that a further extension will be granted.

 Further announcements will be made in due course.

AGM Voting Results

The below table summarises the proxy voting results of each resolution. Resolutions 1 - 7 were proposed as ordinary resolutions, and resolutions 8 and 9 were proposed as special resolutions.

*Special Resolution 9 was conditional on the passing of Resolution 8, and therefore was not put to vote at the AGM.

Unless otherwise defined in this announcement, capitalised terms shall have the same meanings as ascribed to them in the Company's circular dated 3 June 2024.

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014 as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended.

- Ends -

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