31 January 2012
CARECAPITAL GROUP PLC
("CareCapital" or "the Company")
Result of Annual General Meeting
CareCapital plc (AIM: CARE) announces that at the Company's Annual General Meeting held today all resolutions were duly passed. The resolutions passed were:
Ordinary Business
1. To receive the report of the directors, the auditor's report and the audited financial statements for the period ended 31 December 2010.
2. To re-appoint Paul Quentin Cullum Stacey as a director of the Company who retires in accordance with the Company's Articles of Association and who, being eligible, offers himself for re-appointment.
3. To re-appoint Donald Baladasan as a director of the Company who retires in accordance with the
Company's Articles of Association and who, being eligible, offers himself for re-appointment.
4. To re-appoint PKF (UK) LLP as auditors of the Company to hold office from the conclusion of this meeting until the conclusion of the next general meeting at which accounts are laid before the Company.
5. To authorise the Directors to determine the remuneration of the auditors.
Special Business
6. That the articles of association produced to the meeting and initialled by the Chairman of the meeting for the purposes of identification (the "Articles of Association") be and are hereby adopted as the articles of association of the Company in substitution for and to the exclusion of the Company's existing articles of association.
7. That the existing memorandum of association of the Company be amended by the deletion of paragraphs 4.1, 4.2 and 6.
8. THAT the Directors be and are hereby generally and unconditionally authorised for the purposes of section 551 of the Companies Act 2006 ("the Act"), to exercise all the powers of the Company to allot shares in the Company and/or to grant rights to subscribe for, or to convert any securities into, shares in the Company, provided that such authority shall be limited to the allotment of Ordinary Shares of £0.01 each in the capital of the Company ("Ordinary Shares") and/or the grant of rights to subscribe for or to convert any securities into Ordinary Shares up to an aggregate nominal amount of £1,406,005 (the equivalent of up to 140,600,500 Ordinary Shares), this authority to expire on the earlier of fifteen months from the date of the passing of this resolution or the conclusion of the next Annual General Meeting of the Company to be held in 2012 unless previously renewed, varied or revoked by the Company in general meeting, save that the Company may before such expiry make any offer or agreement which would or might require shares in the Company to be allotted and/or rights to subscribe for or to convert any securities into shares in the Company to be granted after such expiry and the Directors may allot shares in the Company, or grant rights to subscribe for or to convert any securities into shares in the Company, in pursuance of any such offer or agreement as if the authority conferred hereby had not expired.
9. THAT, subject to the passing of Resolution 8 above, in substitution for all previous powers to the extent unused, the Directors be and are hereby unconditionally empowered pursuant to sections 570 and 571 of the Act to allot equity securities (as defined in section 560 of the Act) pursuant to the authority granted to the Directors pursuant to Resolution 8 above as if section 561 of the Act did not apply to any such allotment, provided that this power shall be limited to:
9.1 the allotment of equity securities in connection with a rights issue, open offer or equivalent offer in favour of the holders of Ordinary Shares and such other equity securities of the Company as the Directors may determine in which such holders are offered the right to participate in proportion (as nearly as may be) to their respective holdings of such equity securities or in accordance with the rights attached thereto but subject to such exclusions or other arrangements as the Directors may consider necessary or expedient in connection with shares representing fractional entitlements or on account of either legal or practical problems arising in connection with the laws of any territory, or of the requirements of any recognised regulatory body or stock exchange in any territory;
9.2 other than pursuant to sub-paragraph 9.1 above, the allotment of equity securities up to an aggregate nominal amount of £1,406,005 (the equivalent of up to 140,600,500 Ordinary Shares),
and this power shall expire on the earlier of fifteen months from the date of passing of this resolution and upon the conclusion of the next Annual General Meeting of the Company to be held in 2012 unless previously renewed, varied or revoked by the Company in general meeting, save that the Company may before such expiry make any offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of any such offer or agreement as if the power conferred hereby had not expired.
-ends-
For further information, please visit www.carecapital.co.uk or contact:
Mike Sinclair, Chairman Paul Stacey, Managing Director | Sandy Jamieson | Jon Levinson | Simon Hudson, |
CareCapital Group Plc | Libertas Partners LLP | Rivington StreetCorporate Finance | Tavistock Communications |
| (NOMAD &Joint Broker) | (Joint Broker) | (Financial PR & IR) |
020 7034 1949 | 020 7569 9650 | 020 7562 3357 | 020 7920 3150 |
