TIDMFAIR TIDMFA17 TIDMTTM
RNS Number : 1504C
Fair Oaks Income Limited
08 June 2023
8 June 2023
Fair Oaks Income Limited
(Incorporated in Guernsey under The Companies (Guernsey) Law,
2008, as amended, with registered number 58123 and registered as a
Registered Closed-ended Collective Investment Scheme with the
Guernsey Financial Services Commission)
Result of Annual General Meeting
Fair Oaks Income Limited (the "Company") announces that, at the
Annual General Meeting of the Company held earlier today, ordinary
resolutions 1 to 8 were passed on a poll. Extraordinary resolution
9 did not achieve the 75% majority of votes cast in favour in order
to pass and therefore resolution 10 was not proposed.
The Directors note that less than half of the issued share
capital was voted and is disappointed with this low turnout.
The Board notes that a substantial number of shares were voted
against resolutions 2, 3 and 4 regarding the re-election and
election of the Directors by a single shareholder. The Directors
will be consulting with this shareholder in order to understand
their reasons for voting in this way and to consider any action
that should be taken as a consequence.
Through resolution 9 the Directors were seeking authority for
the disapplication of pre-emption rights in respect of a total of
up to approximately 10 per cent. of the existing 2021 Shares in
issue. The Board believes the passing of this resolution would have
been in the best interests of Shareholders given shares would only
have been issued at a premium to the Company's prevailing net asset
value. However, given that the Company's shares are currently
trading at a discount to the Company's net asset value, the
Directors do not believe that the failure to pass the issuance
resolution will be restrictive to the Company in the near term.
The proxy votes received by the Company were as follows:
Resolution For Against Withheld*
Votes % Votes % Votes
------------ ------ ------------ ------ ----------
1. Financial Statements and
Directors' Report for the
year ended 31 December 2022 214,427,357 100 0 0 29,766
------------ ------ ------------ ------ ----------
2. Re-election of Claudio
Albanese as a Director 114,266,138 53.28 100,161,219 46.72 29,766
------------ ------ ------------ ------ ----------
3. Re-election of Jonathan
Bridel as a Director 114,266,138 53.28 100,161,219 46.72 29,766
------------ ------ ------------ ------ ----------
4. Election of Fionnuala
Carvill as a Director 142,448,100 66.42 71,979,257 33.58 29,766
------------ ------ ------------ ------ ----------
5. Re-appointment of KPMG
as Auditor 186,228,195 86.85 28,199,162 13.15 29,766
------------ ------ ------------ ------ ----------
6. Authorise the Directors
to determine the remuneration
of the Auditor 214,423,049 99.99 4,308 0.01 29,766
------------ ------ ------------ ------ ----------
7. Approval of the dividend
policy 214,406,357 99.99 21,000 0.01 29,766
------------ ------ ------------ ------ ----------
8. Authority to make market
purchases of the Company's
Realisation Shares and 2021
Shares 198,631,349 92.63 15,796,008 7.37 29,766
------------ ------ ------------ ------ ----------
9. Authority to issue up
to 39.4 million 2021 Shares 142,353,517 66.38 72,068,660 33.62 34,946
------------ ------ ------------ ------ ----------
10. Authority to issue up Withdrawn
to a further 39.4 million
2021 Shares
------------ ------ ------------ ------ ----------
*A vote withheld is not a vote in law and is therefore not
counted towards the proportion of votes "For" or "Against" the
resolution. Resolutions 1 to 8 were proposed as Ordinary
Resolutions and resolutions 9 and 10 were proposed as Extraordinary
Resolutions.
In accordance with LR 9.6.18, details of those resolutions
passed at the AGM that were not in the ordinary course of business
are detailed below.
8. THAT the Company be and is hereby generally and
unconditionally authorised in accordance with Section 315 of The
Companies (Guernsey) Law, 2008 (as amended) (the "Law") (subject to
all applicable legislation and regulations) to make market
acquisitions (as defined in the Law) of its 2021 Shares and of its
Realisation Shares in issue, provided that:
a. the maximum number of 2021 Shares hereby authorised to be
purchased is 14.99 per cent. per annum of the 2021 Shares in issue
immediately following the passing of this resolution;
b. the maximum number of Realisation Shares hereby authorised to
be purchased is 14.99 per cent. per annum of the Realisation Shares
in issue immediately following the passing of this resolution
c. the minimum price (exclusive of expenses) which may be paid
per 2021 Share or per Realisation Share is 1 US cent;
d. the maximum price (exclusive of expenses) which may be paid
for a 2021 Share or per Realisation Share shall be not more than
the higher of (i) 5 per cent. above the average market value of the
relevant class of shares for the five business days prior to the
day the purchase is made and (ii) 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 the relevant class of shares on
the trading venues where the purchase is carried out;
e. the authority hereby conferred shall expire at the conclusion
of the next annual general meeting of the Company held in 2024 or
15 months from the date of this resolution, whichever is the
earlier, unless such authority is varied, revoked or renewed prior
to such time;
f. the Company may make a contract to purchase 2021 Shares or
Realisation 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 2021 Shares or Realisation Shares pursuant to any
such contract; and
g. any 2021 Shares or Realisation Shares bought back may be held
as treasury shares in accordance with the Law or be subsequently
cancelled by the Company.
9. THAT the Directors of the Company be and are hereby empowered
to issue the following shares in the Company or rights to subscribe
for such shares in the Company for cash as if the pre-emption
provisions contained under Article 6.2 of the Company's articles of
incorporation did not apply to any such issues provided that this
power shall be limited to the issue of the below-mentioned shares
or of rights to subscribe for the below-mentioned shares:
(i) up to a maximum number of 39.4 million 2021 Shares;
that such power shall expire on the earlier of the conclusion of
the next annual general meeting of the Company or on the expiry of
15 months from the passing of this Resolution except that the
Company may before such expiry make offers or agreements which
would or might require 2021 Shares or rights to subscribe for such
shares in the Company to be issued after such expiry and
notwithstanding such expiry the Directors may issue 2021 Shares or
rights to subscribe for such shares in the Company in pursuance of
such offers or agreements as if the power conferred hereby had not
expired.
10. THAT the Directors of the Company be and are hereby
empowered to issue the following shares in the Company or rights to
subscribe for such shares in the Company, in addition to that which
is referred to in Resolution 9, for cash as if the pre-emption
provisions contained under Article 6.2 of the Company's articles of
incorporation did not apply to any such further issues provided
that this power shall be limited to the issue of the
below-mentioned shares or of rights to subscribe for the
below-mentioned shares:
(i) up to a maximum number of a further 39.4 million 2021 Shares;
that such power shall expire on the earlier of the conclusion of
the next annual general meeting of the Company or on the expiry of
15 months from the passing of this Resolution except that the
Company may before such expiry make offers or agreements which
would or might require 2021 Shares or rights to subscribe for such
shares in the Company to be issued after such expiry and
notwithstanding such expiry the Directors may issue 2021 Shares or
rights to subscribe for such shares in the Company in pursuance of
such offers or agreements as if the power conferred hereby had not
expired.
LEI: 2138008KETEC1WM5YP90
Enquiries:
Fair Oaks Income Limited
Email: contact@fairoaksincome.com
Web: www.fairoaksincome.com
Fair Oaks Capital Limited
Investor Relations
DDI: +44 (0) 20 3034 0400
Email: ir@fairoakscap.com
Sanne Fund Services (Guernsey) Limited
Ben Le Prevost
DDI: +44 (0) 20 3530 3105
Email: Ben.LePrevost@apexfs.group
Numis Securities Limited
Nathan Brown, Investment Banking
DDI: +44 (0) 20 7260 1426
Email: n.brown@numis.com
Liberum Capital Limited
Chris Clarke, Investment Banking
DDI: +44 (0) 20 3100 2190
Email: chris.clarke@liberum.com
Fair Oaks Income Limited
Fair Oaks Income Limited is a registered closed-ended investment
company incorporated in Guernsey. The Company was admitted to
trading on the Specialist Fund Market of the London Stock Exchange
(now the Specialist Fund Segment of the Main Market of the London
Stock Exchange) on 12 June 2014.
The investment policy of the Company is to invest (either
directly and/or indirectly through FOIF II LP and FOMC III LP) in
US and European CLOs or other vehicles and structures which provide
exposure to portfolios consisting primarily of US and European
floating-rate senior secured loans and which may include
non-recourse financing.
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END
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(END) Dow Jones Newswires
June 08, 2023 10:12 ET (14:12 GMT)
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