TIDMFCIF
RNS Number : 2848U
Funding Circle SME Income Fund Ltd
16 January 2017
Funding Circle SME Income Fund (FCIF)
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN
PART, IN OR INTO THE UNITED STATES
*****
16 January 2017
Results of the first Annual General Meeting
The first Annual General Meeting (AGM) of FCIF was held on 16
January 2017. All resolutions (listed below) were passed.
The total number of proxy votes received in respect of each such
resolution is set out below.
1. To receive, consider and approve the Annual Report and
Consolidated Audited Financial Statements of the Company for the
period from 22 July 2015 to 31 March 2016 with the reports of the
Directors and auditors therein (the "Annual Report").
2. To re-appoint PricewaterhouseCoopers CI LLP of Royal Bank
Place, 1 Glategny Esplanade, St Peter Port, Guernsey GY1 4ND as the
Company's auditor ('auditor') to hold office from the conclusion of
the meeting until the conclusion of the next AGM at which financial
statements are laid before the Company
3. To authorise the Board to negotiate and fix the remuneration
of the auditor in respect of the year ending 31 March 2017.
4. To re-elect Richard Boleat as an Independent Director of the
Company in accordance with article 27.2 of the Articles who offers
himself for re-election. For further information on Mr Boleat,
please refer to page 41 of the Annual Report.
5. To re-elect Jonathan Bridel as an Independent Director of the
Company in accordance with article 27.2 of the Articles who offers
himself for re-election. For further information on Mr Bridel,
please refer to page 41 of the Annual Report.
6. To re-elect Richard Burwood as an Independent Director of the
Company in accordance with article 27.2 of the Articles who offers
himself for re-election. For further information on Mr Burwood,
please refer to page 41 of the Annual Report.
7. To re-elect Frederic Hervouet as an Independent Director of
the Company in accordance with article 27.2 of the Articles who
offers himself for re-election. For further information on Mr
Hervouet, please refer to page 41 of the Annual Report.
8. To re-elect Samir Desai as a non-independent Director of the
Company in accordance with article 27.2 of the Articles who offers
himself for re-election. For further information on Mr Desai,
please refer to page 41 of the Annual Report.
9. To approve the Directors Remuneration Report on pages 17 and
18 of the Annual Report in respect of the period ended 31 March
2016.
Special Resolutions
10. That the Company be and is hereby generally and
unconditionally authorised in accordance with Article 8.1 of the
existing Articles and section 315 of the Companies (Guernsey) Law,
2008 (as amended) (the "Law") to make market acquisitions (as
defined in the Law) of Ordinary Shares in issue in the capital of
the Company provided that :-
(a) The maximum number of Ordinary Shares hereby authorised to
be purchased is 14.99 per cent per annum of the Company's share
capital in issue at the date of the AGM;
(b) The minimum price (exclusive of expenses) which may be paid
for an Ordinary Share shall be GBP0.01;
(c) The maximum price (exclusive of expenses) which may be paid
for an Ordinary Share shall be an amount equal to the higher of:
(i) five (5) per cent above the average of the middle market
quotations of Ordinary Shares taken from the London Stock Exchange
Daily Official List for the five (5) trading days before the
purchase is made; and (ii) the amount stipulated by Article 5(1) of
the Buy-back and Stabilisation Regulation 2003 (Commission
Regulation (EC) No.2273/2003);
(d) The authority hereby conferred shall expire at the
conclusion of the next AGM of the Company or, if earlier, 18 months
from the date of the passing of this resolution (except in relation
to the purchase of Ordinary Shares the contract for which was
concluded before the expiry of such authority which will or may be
executed wholly or partly after such expiry), unless such authority
is renewed, varied or revoked prior to such time;
(e) 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 in whole or in part after
the expiration of such authority and may make an acquisition of
Ordinary Shares pursuant to any such contract; and
(f) Any Ordinary Shares bought back may be held in treasury in
accordance with the Law or be subsequently cancelled by the Company
at the discretion of the Board.
11. In accordance with Article 7.7 of the Articles the directors
be and they are hereby generally and unconditionally authorised and
empowered to exercise all the powers of the Company to allot or
make offers or agreements to allot equity securities (as defined in
the Articles) for cash as if the pre-emption rights in article 7.2
of the Articles did not apply to any such allotment provided that
this power shall be limited to the allotment of ordinary shares or
the sale of any shares held in treasury up to a maximum aggregate
number of 49,308,209 ordinary shares (representing approximately 30
per cent. of the total number of ordinary shares of the Company in
issue at 13 December 2016 (being the latest practicable date prior
to the passing of this resolution)), PROVIDED THAT the authority
granted by this resolution 11 shall expire on the conclusion of the
annual general meeting of the Company to be held in 2018.
In connection with Resolution 11, the Chairman confirmed to the
meeting that it was the Company's intention that any material issue
of shares would be executed in a manner which would allow existing
shareholders the opportunity to participate at least proportionate
to their current holding.
CONTACTS
Richard Boleat, Chairman
+44 (0) 1534 615 656
Richard.Boleat@fcincomefund.com
Secretary and Administrator
Sanne Group (Guernsey) Limited
FundingCircle@sannegroup.com
+44 (0) 1481 739810
Media Contact
David de Koning
Natasha Jones
+44 (0) 20 3667 2245
ir@fundingcircle.com
Corporate Broker
Numis Securities
Nathan Brown
+44 (0) 207 260 1000
n.brown@numis.com
Website
www.fcincomefund.com
*****
PROXY VOTING
Shares % Shares % Shares
For Against Marked
As Votes
Withheld
/ Abstentions
--------------- ------------ ------ ---------- ----- ---------------
Resolution 1 123,477,210 100 0 0 0
--------------- ------------ ------ ---------- ----- ---------------
Resolution 2 123,477,210 100 0 0 0
--------------- ------------ ------ ---------- ----- ---------------
Resolution 3 123,477,210 100 0 0 0
--------------- ------------ ------ ---------- ----- ---------------
Resolution 4 123,477,210 100 0 0 0
--------------- ------------ ------ ---------- ----- ---------------
Resolution 5 123,020,142 99.63 457,068 0.37 0
--------------- ------------ ------ ---------- ----- ---------------
Resolution 6 123,477,210 100 0 0 0
--------------- ------------ ------ ---------- ----- ---------------
Resolution 7 123,477,210 100 0 0 0
--------------- ------------ ------ ---------- ----- ---------------
Resolution 8 119,342,672 96.82 3,926,016 3.18 208,522
--------------- ------------ ------ ---------- ----- ---------------
Resolution 9 123,477,210 100 0 0 0
--------------- ------------ ------ ---------- ----- ---------------
Resolution 10 123,477,210 100 0 0 0
--------------- ------------ ------ ---------- ----- ---------------
Resolution 11 114,371,847 96.44 4,218,502 3.56 4,886,861
--------------- ------------ ------ ---------- ----- ---------------
Notes:
1. Votes "For" and "Against" are expressed as a percentage of votes received.
2. A vote "withheld" is not a vote in law and is not counted in
the calculation of the % of shares voted "For" or "Against" a
resolution.
3. Total number of shares in issue at 6pm on 13 January 2017 was
164,360,698 ordinary shares.
4. In accordance with Listing Rule 9.6.2R, copies of special
resolutions numbered 10 and 11 will be made available for
inspection from the National Storage Mechanism, situated at:
www.morningstar.co.uk/uk/NSMo
*****
ABOUT FUNDING CIRCLE SME INCOME FUND
The Company is a registered closed-ended collective investment
scheme registered pursuant to the Protection of Investors
(Bailiwick of Guernsey) Law, 1987, as amended and the Registered
Collective Investment Scheme Rules 2015 issued by the Guernsey
Financial Services Commission ("GFSC").
The Company's investment objective is to provide shareholders
with a sustainable and attractive level of dividend income,
primarily by way of investment in Credit Assets as defined in the
Company's Prospectus.
*****
IMPORTANT NOTICES
This announcement contains "forward-looking" statements, beliefs
or opinions. These forward-looking statements involve known and
unknown risks and uncertainties, many of which are beyond the
control of the Company and all of which are based on its directors'
current beliefs and expectations about future events.
Forward-looking statements are sometimes identified by the use of
forward-looking terminology such as "believes", "expects", "may",
"will", "could", "should", "shall", "risk", "intends", "estimates",
"aims", "plans", "predicts", "projects", "continues", "assumes",
"positioned" or "anticipates" or the negative thereof, other
variations thereon or comparable terminology, or by discussions of
strategy, plans, objectives, goals, future events, assumptions or
intentions. These forward-looking statements include all matters
that are not historical facts. Forward-looking statements may and
often do differ materially from actual results. They appear in a
number of places throughout this announcement and include
statements regarding the intentions, beliefs or current
expectations of the Board or the Company with respect to future
events and are subject to risks relating to future events and other
risks, uncertainties and assumptions relating to the Company's
business concerning, amongst other things, the financial
performance, liquidity, prospects, growth and strategies of the
Company. These forward-looking statements and other statements
contained in this announcement regarding matters that are not
historical facts involve predictions. No assurance can be given
that such future results will be achieved; actual events or results
may differ materially as a result of risks and uncertainties facing
the Company. Such risks and uncertainties could cause actual
results to vary materially from the future results indicated,
expressed or implied in such forward-looking statements. The
forward-looking statements contained in this announcement speak
only as of the date of this announcement. Nothing in this
announcement is, or should be relied on as, a promise or
representation as to the future. The Company disclaims any
obligation or undertaking to release publicly any updates or
revisions to any forward-looking statements contained in this
announcement to reflect any change in its expectations or any
change in events, conditions or circumstances on which such
statements are based unless required to do so by applicable law,
the Prospectus Rules, the Listing Rules or the Disclosure Rules and
Transparency Rules of the FCA. No statement in this announcement is
intended as a forecast or profit estimate.
Neither this announcement nor any copy of it may be made or
transmitted into the United States of America (including its
territories or possessions, any state of the United States of
America and the District of Columbia) (the "United States"), or
distributed, directly or indirectly, in the United States or to US
Persons (as such term is defined in Regulation S under the US
Securities Act of 1933, as amended (the "Securities Act"). Neither
this announcement nor any copy of it may be taken or transmitted
directly or indirectly into Australia, Canada, Japan or South
Africa or to any persons in any of those jurisdictions, except in
compliance with applicable securities laws. Any failure to comply
with this restriction may constitute a violation of United States,
Australian, Canadian, Japanese or South African securities laws.
The distribution of this announcement in other jurisdictions may be
restricted by law and persons into whose possession this
announcement comes should inform themselves about, and observe, any
such restrictions. This announcement does not constitute or form
part of any offer or invitation to sell or issue, or any
solicitation of any offer to purchase or subscribe for securities
in the United States, Australia, Canada, Japan or South Africa or
in any jurisdiction to whom or in which such offer or solicitation
is unlawful.
*****
This information is provided by RNS
The company news service from the London Stock Exchange
END
RAGUNANRBKAAAAR
(END) Dow Jones Newswires
January 16, 2017 11:20 ET (16:20 GMT)
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