HIKMA Pharmaceuticals PLC — AGM Information 2014

May 15, 2014

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RNS Number : 2556H

Hikma Pharmaceuticals Plc

15 May 2014

Hikma Pharmaceuticals PLC

Results of 2014 Annual General Meeting

LONDON, 15 May 2014 - Hikma Pharmaceuticals PLC ("the Company") advises that at its Annual General Meeting of shareholders, held at The Westbury, Bond Street, Mayfair, London W1S 2YF that commenced at 11:00 am today, 15 May 2014, all resolutions were passed on a poll. Resolutions 1 to 17, 21 and 22 were passed as ordinary resolutions and Resolutions 18 to 20 were passed as special resolutions.

Copies of the resolutions dealing with special business passed at the Annual General Meeting have been submitted to the UK Listing Authority for publication through the Listing Authority's Document Viewing Facility. 

The total number of votes cast on the poll for each resolution is set out below. The number of Ordinary Shares in issue on 15 May 2014 was 198,167,997

	Resolution	Votes  For	%	Votes Against	%	Votes Withheld
1	To receive the 2013 report and accounts	159,431,828	99.56%	706,843	0.44%	869,974
2	To declare a final dividend of 17 cents per share	166,579,322	100.0%	0	0.00%	194,401
3	Reappointment of Deloitte LLP as auditors	159,628,866	99.52%	762,577	0.48%	617,202
4	Authorise the directors to set the remuneration of the auditors	160,263,421	99.66%	550,823	0.34%	194,401
5	Appointment of Patrick Butler	160,784,955	99.98%	28,529	0.02%	195,161
6	Reappointment of Said Darwazah	135,645,410	94.36%	8,113,533	5.64%	17,249,702
7	Reappointment of Mazen Darwazah	151,604,411	94.27%	9,209,833	5.73%	194,401
8	Reappointment of Robert Pickering	159,406,964	99.13%	1,406,520	0.87%	195,161
9	Reappointment of Ali Al Husry	160,062,466	99.53%	751,769	0.47%	194,410
10	Reappointment of Michael Ashton	160,535,428	99.83%	278,056	0.17%	195,161
11	Reappointment of Breffni Byrne	160,268,113	99.66%	545,371	0.34%	195,161
12	Reappointment of Ronald Goode	160,537,588	99.83%	275,896	0.17%	195,161
13	Approve the 2014 remuneration policy	146,272,445	92.45%	11,937,833	7.55%	2,798,367
14	Approve the 2013 remuneration implementation	156,176,038	98.75%	1,982,376	1.25%	2,850,231
15	Approve the 2014 Executive Incentive Plan	145,335,850	91.86%	12,874,403	8.14%	2,798,392
16	Amend the Articles limit for directors' fees to £1m	157,806,502	99.80%	319,538	0.20%	2,882,605
17	Authorise the directors to allot shares	135,443,508	84.81%	24,258,963	15.2%	1,306,174
18	Disapply pre-emption rights	158,607,420	99.99%	11,925	0.01%	2,389,300
19	Authorise the company to buy back shares	157,405,072	99.54%	724,993	0.46%	2,878,580
20	Authorise the company to call meetings on 14 days notice	153,201,929	97.41%	4,072,479	2.59%	3,737,681
21	Rule 9 waiver for  buy backs	63,319,987	65.80%	32,914,809	34.2%	64,777,294
22	Rule 9 waiver for LTIP & MIP awards	60,297,925	62.04%	36,887,160	38.0%	63,827,005

Waiver of Rule 9 of the City Code on Takeovers and Mergers

In relation to Resolutions 21 and 22, at today's date, the total number of ordinary shares held by the Concert Party, is 62,743,049 representing a combined shareholding of 31.66 per cent of the issued share capital of the Company.

Assuming the Share Awards are made in respect of the full number of shares referred to in the circular to shareholders dated 8 April 2014, that all such grants vest in full, and that all existing awards LTIP and MIP Awards vest in full, and that all Options currently held by members of the Concert Party were to be fully exercised and the resulting Ordinary Shares retained by the Concert Party members, the Concert Party would hold, in aggregate, interests over 63,426,855 Ordinary Shares, representing 31.90 per cent of the issued share capital of the Company (as enlarged by the existing LTIP and MIP Awards and Option Exercises by members of the Concert Party and the issue of Ordinary Shares to members of the Concert Party pursuant to the Share Awards, but assuming no other issue of shares) versus 31.84 per cent of the issued share capital of the Company on a similar basis, prior to the grant of such Share Awards.

Were the Company to exercise the buy-back authority to the exclusion of the Concert Party such that the Concert Party maintained its current shareholding, that would result in the Concert Party's percentage interest in the Company's issued share capital increasing to 35.37 per cent. (assuming that all Existing LTIP Awards vest in full and all Options held by members of the Concert Party are exercised and the resulting Ordinary Shares are retained, but not including the Share Awards granted under Resolution 22).

If the maximum repurchase of Ordinary Shares authorised was carried out by the Company and also the maximum number of Share Awards vested, together with the Existing LTIP Awards and Option Exercises these changes would increase the aggregate shareholding of the Concert Party in the Company to 35.43 per cent. (assuming that that the Concert Party did not sell any Ordinary Shares in the repurchase of Ordinary Shares and assuming no other issue of Ordinary Shares).

Declaration of final dividend

The dividend of 17.0 cents per share (comprising a final dividend of 13 cents per share and a special dividend of 4 cents per share) will be paid on 22 May 2014 to shareholders on the register on 25 April 2014.  Shareholders who are not resident in Jordan have been given the option of receiving their dividend in Pounds Sterling.  The exchange rate in respect of this dividend will be $1.6786 to £1. The exchange rate for Jordanian Dinar is fixed to the US Dollar at 1JD to $0.708.

Confirmation of Director Changes

As previously announced, Mr. Samih Darwazah and Sir David Rowe-Ham retired from the board of directors with effect from the close of the AGM. They did not and will not receive any compensation for loss of office and no payment is due to them other than their pro-rated fees for the second quarter of 2014.

- ENDS -

Enquiries:

Hikma Pharmaceuticals PLC
Peter Speirs Company Secretary	+44 20 7399 2670
Susan Ringdal VP for Investor Relations and Strategy	+44 20 7399 2670

About Hikma

Hikma Pharmaceuticals PLC is a fast growing multinational group focused on developing, manufacturing and marketing a broad range of both branded and non-branded generic and in-licensed products.  Hikma operates through three businesses: "Branded", "Injectables" and "Generics", based principally in the Middle East and North Africa ("MENA"), where it is a market leader, the United States and Europe.  In 2013, Hikma achieved revenues of $1,365 million and profit attributable to shareholders of $212 million. 

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