ACORN INCOME FUND
LIMITED
(the
“Company”)
(a
closed-ended investment company incorporated in Guernsey with
registration number 34778)
LEI
213800UAZN7G46AHQM67
Annual General
Meeting Statement
20 August 2018
Further to the Annual General Meeting Notice dated 24 April 2018 (the “Notice”) and sent to members
of the Company on 25 April 2018; the
Annual General Meeting was held today and members voted in favour
of Resolutions 1 to 11.
Details of the voting results, which should be read alongside
the Notice sent to members, are noted below.
Ordinary
Resolution |
For |
Against |
Abstain |
1 |
846,039 |
0 |
0 |
2 |
801,818 |
35,221 |
9,000 |
3 |
826,039 |
11,000 |
9,000 |
4 |
831,289 |
14,750 |
0 |
5 |
825,872 |
20,167 |
0 |
6 |
846,039 |
0 |
0 |
Special Business by Ordinary Resolution |
For |
Against |
Abstain |
7 |
835,952 |
10,087 |
0 |
8 |
830,535 |
15,504 |
0 |
Special Business by Special Resolution |
For |
Against |
Abstain |
9 |
833,767 |
12,272 |
0 |
10 |
846,039 |
0 |
0 |
11 |
846,039 |
0 |
0 |
Note - A vote withheld is not a vote in law
and has not been counted in the votes for and against a
resolution.
The Special Resolutions were as follows:
Special Resolution 7
1. |
THAT, the
Directors of the Company be and are hereby generally and
unconditionally authorised in accordance with the Articles to issue
new Ordinary Shares in the Company PROVIDED THAT:
(i) such powers shall be limited to issue up to
1,591,668 new Ordinary Shares (approximately 10% of the
issued Ordinary Shares, excluding treasury shares, as at the date
of this Notice); and
(ii) the authority hereby conferred shall expire
at the conclusion of the annual general meeting of the Company to
be held in 2019 unless such authority is renewed, varied or revoked
by the Company in general meeting (save that the Company may, at
any time before such expiry, make an offer or agreement which would
or might require Ordinary Shares to be issued after such expiry and
the Directors may issue Ordinary Shares after such expiry in
pursuance of such offer or agreement as if the authority conferred
hereby had not expired). |
2. |
Special Resolution 8
THAT, subject to and conditional upon the passing of the proposed
resolution of the Class Meeting of ZDP Members convened for 20
August 2018 at 11.00 am, the Directors of the Company be and are
hereby generally and unconditionally authorised in accordance with
the Articles to issue new ZDP Shares in the Company PROVIDED
THAT:
(i) such powers shall be limited to issue up to
2,136,522 new ZDP Shares (approximately 10% of the issued ZDP
Shares, excluding treasury shares, as at the date of this Notice)
in circumstances where the Cover Test is met or Cover is maintained
or is otherwise increased, in each case, immediately following such
issue; and
(ii) the authority hereby conferred shall expire at the
conclusion of the annual general meeting of the Company to be held
in 2019 unless such authority is renewed, varied or revoked by the
Company in general meeting (save that the Company may, at any time
before such expiry, make an offer or agreement which would or might
require ZDP Shares to be issued after such expiry and the Directors
may issue ZDP Shares after such expiry in pursuance of such offer
or agreement as if the authority conferred hereby had not
expired). |
|
|
|
Special Business
to be proposed as Special Resolutions: |
|
Special Resolution 9 |
3. |
THAT the Directors be and are hereby empowered (pursuant to
Resolution 7 or otherwise) to issue and sell from treasury up to
2,867,640 Ordinary Shares for cash otherwise than pro rata to
existing Ordinary Members at:
(i) a price equal to or greater than the
prevailing Net Asset Value per Ordinary Share; or
(ii) a discount to the prevailing Net Asset Value
per Ordinary Share in circumstances where ZDP Shares are issued at
the same time at a premium to Net Asset Value such that the
combined effect of the issue or sale of Ordinary Shares at a
discount to the prevailing Net Asset Value per Ordinary Share and
the issue of ZDP Shares at a premium to Net Asset Value is that (i)
Net Asset Value per Ordinary Share is thereby increased; and (ii)
gearing is not thereby increased,
PROVIDED THAT the authority hereby conferred shall expire at the
conclusion of the annual general meeting of the Company to be held
in 2019 unless such authority is renewed, varied or revoked by the
Company in general meeting (save that the Company may at any time
before such expiry make an offer or agreement which might require
Ordinary Shares to be issued or sold after such expiry and the
Directors may issue or sell Ordinary Shares after such expiry in
pursuance of such offer or agreement as if the authority conferred
hereby had not expired). |
4. |
Special Resolution
10
THAT, the Company be generally and, subject as hereinafter appears,
unconditionally authorised in accordance with section 315 of the
Companies Law to make market acquisitions (within the meaning of
section 316 of the Companies Law) of its issued Ordinary Shares,
PROVIDED THAT:
(i) the maximum aggregate number of
Ordinary Shares hereby authorised to be purchased shall be
2,385,911 Ordinary Shares;
(ii) the minimum price (exclusive of expenses)
payable by the Company for each Ordinary Share shall be £0.01;
(iii) the maximum price (exclusive of expenses) payable by
the Company for each Ordinary Share shall be the higher of (a) an
amount equal to 105% of the average value of an Ordinary Share for
the five business days prior to the day the purchase is made and
(b) the higher of the price of the last independent trade and the
highest independent bid at the time of the purchase for any number
of Ordinary Shares on the trading venue where the trade is carried
out;
(iv) the authority hereby conferred shall expire at the
conclusion of the annual general meeting of the Company to be held
in 2019 unless such authority is varied, revoked or renewed prior
to such time; and
(v) the Company may make a contract to purchase
Ordinary Shares under the authority hereby conferred prior to the
expiry of such authority which will or may be executed wholly or
partly after the expiration of such authority and may make an
acquisition of Ordinary Shares pursuant to any such contract. |
|
|
|
|
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Special Resolution
11
THAT, the Company be generally and, subject as hereinafter appears,
unconditionally authorised in accordance with section 315 of the
Companies Law to make market acquisitions (within the meaning of
section 316 of the Companies Law) of its issued ZDP Shares,
PROVIDED THAT:
(i) the maximum aggregate number of ZDP
Shares hereby authorised to be purchased shall be 3,202,646 ZDP
Shares;
(ii) the minimum price (exclusive of expenses)
payable by the Company for each ZDP Share shall be £0.01;
(iii) the maximum price (exclusive of expenses) payable by
the Company for each ZDP Share shall be the higher of (a) an amount
equal to 105% of the average value of a ZDP Share for the five
business days prior to the day the purchase is made and (b) the
higher of the price of the last independent trade and the highest
independent bid at the time of the purchase for any number of ZDP
Shares on the trading venue where the trade is carried out;
(iv) the authority hereby conferred shall expire at the
conclusion of the annual general meeting of the Company to be held
in 2019 unless such authority is varied, revoked or renewed prior
to such time; and
(v) the Company may make a contract to purchase
ZDP Shares under the authority hereby conferred prior to the expiry
of such authority which will or may be executed wholly or partly
after the expiration of such authority and may make an acquisition
of ZDP Shares pursuant to any such contract. |
|
In accordance with Listing Rule 9.6.3, a copy of the special
business and special resolutions have been submitted to the
National Storage Mechanism and will shortly be available for
inspection at: www.morningstar.co.uk/uk/NSM.
Enquiries:
Company website:
https://www.premierfunds.co.uk/investors/investments/investment-trusts/acorn-income-fund
Cara De La Mare
Northern Trust International Fund Administration Services
(Guernsey) Limited
Company Secretary
Tel: +44 (0) 1481 745498
Email: cd109@ntrs.com