BH Global Limited
(the "Company")
(a closed-ended collective investment
scheme established as a company with limited liability under the
laws of Guernsey with registered number 48555)
RESULT OF ANNUAL
GENERAL MEETING (“AGM”)
29 June 2015
The Board of BH Global Limited is pleased to announce that at
the AGM held on 29 June 2015, all
twelve resolutions as set out in the Notice dated 22 April 2015 were duly passed by way of a show
of hands.
The proxy votes received on each resolution proposed at the AGM
were as follows. A vote withheld is not a vote in law and has
not been counted in the votes for and against a
resolution.
|
Ordinary Resolutions |
For |
Against |
Vote Withheld |
| 1. |
That the
Annual Audited Financial Statements of the Company for the period
ended 31 December 2014, together with the Reports of the Directors
and the Auditors thereon, be received and considered. |
9,485,615 |
0 |
0 |
| 2. |
That KPMG
Channel Islands Limited be re-appointed as Auditors until the
conclusion of the next annual general meeting. |
9,092,575 |
393,039 |
0 |
| 3. |
That the Board of
Directors be authorised to determine the remuneration of the
Auditors. |
9,485,615 |
0 |
0 |
| 4. |
That Sir Michael Bunbury
be re-elected as a Director. |
9,469,966 |
15,649 |
0 |
| 5. |
That John
Hallam be re-elected as a Director. |
9,485,615 |
0 |
0 |
| 6. |
That
Graham Harrison be re-elected as a Director. |
9,485,615 |
0 |
0 |
| 7. |
That Talmai Morgan be
re-elected as a Director. |
9,092,575 |
393,039 |
0 |
| 8. |
That Nicholas Moss be
re-elected as a Director. |
9,485,615 |
0 |
0 |
| 9. |
That the Directors’
Remuneration Report contained in the Annual Audited Financial
Statements of the Company for the period ended 31 December 2014 be
approved. |
9,076,927 |
18,961 |
389,726 |
| 10. |
That the Directors be
generally and unconditionally authorised to allot and issue, grant
rights to subscribe for, or to convert securities into, up to
2,409,725 shares designated as US Dollar shares and 9,735,887
shares designated as Sterling shares respectively (being 33.33 per
cent. of the Company’s shares of each class in issue as at the
latest practicable date prior to the date of publication of this
document (excluding shares held in treasury) for the period
expiring on the date falling fifteen months after the date of
passing of this Resolution 9 or the conclusion of the next annual
general meeting of the Company, whichever is the earlier, save that
the Company may before such expiry make an offer or agreement which
would or might require shares to be allotted and issued after such
expiry and the Directors may allot and issue shares in pursuance of
such an offer or agreement as if the authority had not
expired. |
9,469,966 |
15,649 |
0 |
|
Special
Resolutions |
For |
Against |
Vote
Withheld |
| 11. |
That the
Company be and is hereby generally and unconditionally authorised
in accordance with the Companies (Guernsey) Law, 2008, as amended
(the “Companies Law”), to make market acquisitions (as defined in
the Companies Law) of each class of its shares (either for the
retention as treasury shares for resale or transfer, or
cancellation), PROVIDED THAT:
a. the maximum number of shares authorised to be purchased shall be
811,701 shares designated as US Dollar shares and 4,183,520 shares
designated as Sterling shares (being 14.99 per cent. of the shares
of each class in issue as at the latest practicable date prior to
the date of publication of this document, excluding shares held in
treasury);
b. the minimum price (exclusive of expenses) which may be paid for
a share shall be one cent for shares designated as US Dollar shares
and one pence for shares designated as Sterling shares;
c. the maximum price which may be paid for a share of the relevant
class is an amount equal to the higher of: (a) 105 per cent. of the
average of the middle market quotations for a share of the relevant
class on the relevant market for the five business days immediately
preceding the date on which the share is purchased; and (b) the
higher of (i) the price of the last independent trade for a share
of the relevant class and (ii) the highest current independent bid
for a share of the relevant class at the time of purchase; and
d. the authority hereby conferred shall expire at the annual
general meeting of the Company in 2016 unless such authority is
varied, revoked or renewed prior to such date by a special
resolution of the Company in a general meeting. |
9,485,615 |
0 |
0 |
|
|
|
|
|
|
| 12. |
That, in accordance with Article 6.4
of the Articles, the Directors be empowered to allot and issue (or
sell from treasury) 541,495 shares designated as US Dollar shares
and 2,790,874 shares designated as Sterling shares (being 10 per
cent. of the shares in issue of each class as at the latest
practicable date prior to the date of this notice, excluding shares
held in treasury) for cash as if Article 6.1 of the Articles did
not apply to the allotment and issue (or sale from treasury) for
the period expiring on the date falling 15 months after the date of
passing of this Resolution 12 or the conclusion of the next annual
general meeting of the Company, whichever is the earlier, save that
the Company may before such expiry make offers or agreements which
would or might require shares to be allotted and issued (or sold)
after such expiry and the Directors may allot and issue (or sell)
shares in pursuance of any such offer or agreement notwithstanding
that the power conferred by this Resolution 12 has expired |
9,199,966 |
285,649 |
0 |
In accordance with Listing Rule 9.6.3, a copy of the Result of
AGM has been submitted to the National Storage Mechanism and will
shortly be available for inspection at:
www.morningstar.co.uk/uk/NSM
Company website:
www.bhglobal.com
Northern Trust International Fund Administration Services
(Guernsey) Limited
Sharon A Williams
Tel: +44 (0) 1481 745001