TIDMCIF
RNS Number : 5390J
Carador Income Fund PLC
01 July 2011
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR
INDIRECTLY, TO U.S. PERSONS OR INTO OR IN THE UNITED STATES,
AUSTRALIA, CANADA OR JAPAN.
30 June 2011
Carador Income Fund plc (the "Company")
Result of Annual General Meeting and Extraordinary General
Meeting
The Company's Annual General Meeting, followed by an
Extraordinary General Meeting, was held today at 78 Sir John
Rogerson's Quay, Dublin 2.
Results of Annual General Meeting
Dublin - 30 June 2011:
Carador Income Fund plc today announces the result of the
Resolutions proposed at its Annual General Meeting held on 30 June
2011 at 78 Sir John Rogerson's Quay, Dublin 2. The full text of
each Resolution was included in the Notice of the Annual General
Meeting of the Company dated 7 June 2011 and in a Circular sent to
Shareholders on 7 June 2011.
Ordinary Resolutions
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1. Approval of the directors' report and the financial Passed
statements
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2. Re-appointment of auditors to the Company. Passed
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3. To authorise the directors to fix remuneration Passed
of auditors.
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4. Re-election of Mr. Werner Schwanberg as a Director Passed
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5. Re-election of Mr. Claudio Albanese as a Director Passed
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6. Re-election of Mr. Fergus Sheridan as a Director Passed
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7. Re-election of Mr. Adrian Waters as a Director Passed
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Special Resolutions
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8.1 To authorise the Board to allot up to 300 million Passed
Shares without having to offer such Shares on
a pre-emptive basis.
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8.2 To amend the Articles of Association to ensure Passed
that the Shares fall outside the scope of the
UK tax offshore funds regime.
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8.3 To amend the Articles of Association to allow Passed
for the issue of C Shares.
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8.4 To amend the Articles of Association to remove Passed
the requirement that AGMs be held within six
months of the financial year end.
---- -------------------------------------------------- -------
8.5 To adopt new Articles of Association of the Passed
Company.
---- -------------------------------------------------- -------
The effective date for the changes to the Articles of
Association will be 30 June 2011.
Result of Extraordinary General Meeting
Dublin - 30 June 2011:
Carador Income Fund plc today announces the results of the
Resolution proposed at its Extraordinary General Meeting of the
holders of U.S. Dollar Class Shares held on 30 June 2011 at 78 Sir
John Rogerson's Quay, Dublin 2. The full text of the Resolution was
included in the Notice of the Extraordinary General Meeting of the
Company dated 7 June 2011 and in a Circular sent to the holders of
U.S. Dollar Class Shares on 7 June 2011.
The proposed resolution to amend the performance fee hurdle rate
applicable to the U.S. Dollar Class Shares was passed as an
Ordinary Resolution.
Proposed issue of shares
The directors announce the intention to issue C shares through a
placing being conducted by Dexion Capital plc and Singer Capital
Markets Limited. If the issue proceeds, it is expected that C
shares will be issued in mid August 2011.
A review of the maturity profile of the Company's current CLO
investments and, on a 'look through' basis, the bank loan market,
indicates the potential for a significant amount of principal
receipts in the period between 2016 and 2018. The directors
continue to keep this maturity profile under review in the context
of the Company's current winding up date in 2021.
Enquiries:
Ailish Taylor
State Street Fund Services (Ireland) Limited
+ 353 1 7760027
This announcement has been approved for issue in the United
Kingdom for the purposes of section 21 of the UK Financial Services
and Markets Act 2000 by GSO Capital Partners International LLP
("GSOCPI") which is authorised and regulated by the UK Financial
Services Authority.
This document and the information contained herein is not for
release, publication or distribution (directly or indirectly) in or
into the United States, Canada, Australia or Japan or to any "US
person" as defined in Regulation S under the United States
Securities Act of 1933, as amended (the "Securities Act") or into
any other jurisdiction where applicable laws prohibit its release,
distribution or publication. It does not constitute an offer of
securities for sale anywhere in the world, including in or into the
United States, Canada, Australia or Japan. No recipient may
distribute, or make available, this document (directly or
indirectly) to any other person. Recipients of this document in
jurisdictions outside the UK should inform themselves about and
observe any applicable legal requirements in their jurisdictions.
In particular, the distribution of this document may in certain
jurisdictions be restricted by law. Accordingly, recipients
represent that they are able to receive this document without
contravention of any applicable legal or regulatory restrictions in
the jurisdiction in which they reside or conduct business.
This document has been prepared by Carador Income Fund PLC
("Carador") and is the sole responsibility of Carador. No liability
whatsoever (whether in negligence or otherwise) arising directly or
indirectly from the use of this document is accepted and no
representation, warranty or undertaking, express or implied, is or
will be made by Carador, GSOCPI or any of their respective
directors, officers, employees, advisers, representatives or other
agents ("Agents") for any information or any of the opinions
contained herein or for any errors, omissions or misstatements.
None of GSOCPI nor any of its respective Agents makes or has been
authorised to make any representation or warranties (express or
implied) in relation to Carador or as to the truth, accuracy or
completeness of this document, or any other written or oral
statement provided. In particular, no representation or warranty is
given as to the achievement or reasonableness of, and no reliance
should be placed on any projections, targets, estimates or
forecasts contained in this document and nothing in this document
is or should be relied on as a promise or representation as to the
future.
Carador will not be registered under the U.S. Investment Company
Act of 1940, as amended (the "Investment Company Act") and
investors will not be entitled to the benefits of that Act. The
securities described in this document have not been and will not be
registered under the Securities Act, or the laws of any state of
the United States. Consequently, such securities may not be
offered, sold or otherwise transferred within the United States or
to or for the account or benefit of U.S. persons (as such term is
defined in Regulation S under the Securities Act) except pursuant
to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act, applicable state
laws and under circumstances which will not require Carador to
register under the Investment Company Act. No public offering of
the securities is being made in the United States.
This document may contain certain forward-looking statements.
Forward-looking statements relate to expectations, beliefs,
projections, future plans and strategies, anticipated events or
trends and similar expressions concerning matters that are not
historical facts. In some cases, forward-looking statements can be
indentified by terms such as "anticipate", "believe", "could",
"estimate", "expect", "intend", "may", "plan", "potential",
"should", "will", and "would", or the negative of those terms or
other comparable terminology. The forward-looking statements are
based on Carador's beliefs, assumptions, and expectations of future
performance and market developments, taking into account all
information currently available. These beliefs, assumptions, and
expectations can change as a result of many possible events or
factors, not all of which are known or are within Carador's
control. If a change occurs, Carador's business, financial
condition, liquidity, and results of operations may vary materially
from those expressed in forward-looking statements. Some of the
factors that could cause actual results to vary from those
expressed in forward-looking statements, include, but are not
limited to: the factors described in this document; the rate at
which Carador deploys its capital in investments and achieves
expected rates of return; Carador or GSOCPI's ability to execute
Carador's investment strategy, including through the identification
of a sufficient number of appropriate investments; the continuation
of GSOCPI as investment manager of Carador's investments; the
continued affiliation with GSOCPI of its key investment
professionals; Carador's financial condition and liquidity; changes
in the values of or returns on investments that the Company makes;
changes in financial markets, interest rates or industry, general
economic or political conditions; and the general volatility of the
capital markets and the market price of Carador's shares.
By their nature, forward-looking statements involve known and
unknown risks and uncertainties because they relate to events, and
depend on circumstances that may or may not occur in the future.
Forward-looking statements are not guarantees of future
performance. Any forward-looking statements are only made as at the
date of this document, and Carador neither intends nor assumes any
obligation to update forward-looking statements set forth in this
document whether as a result of new information, future events, or
otherwise, except as required by law or other applicable
regulation. In light of these risks, uncertainties, and
assumptions, the events described by any such forward-looking
statements might not occur. Carador qualifies any and all of their
forward-looking statements by these cautionary factors. Please keep
this cautionary note in mind while reading this document.
This document is an advertisement and does not constitute a
prospectus or offering memorandum or an offer in respect of any
securities and is not intended to provide the basis for any
decision in respect of Carador or other evaluation of any
securities of Carador or any other entity and should not be
considered as a recommendation that any investor should subscribe
for or purchase any such securities. Neither the issue of this
document nor any part of its contents constitutes an offer to sell
or invitation to purchase any securities of Carador or any other
entity or any persons holding securities of Carador.
Prospective investors should take note that any securities may
not be acquired by investors using assets of any retirement plan or
pension plan that is subject to Part 4 of Subtitle B of Title I of
the United States Employee Retirement Income Security Act of 1974,
as amended ("ERISA") or section 4975 of the United States Internal
Revenue Code of 1986, as amended (the "Code"), entities whose
underlying assets are considered to include "plan assets" of any
such retirement plan or pension plan, or any governmental plan,
church plan, non-U.S. plan or other investor subject to any state,
local, non-U.S. or other laws or regulations similar to Title I or
ERISA or Section 4975 of the Code or that would have the effect of
the regulations issued by the United States Department of Labor set
forth at 29 CFR Section 2510.3-101, as modified by section 3(42) of
ERISA.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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