SMIF Twentyfour Select Monthly Income Fund Limited

 
TIDMSMIF 
 
TwentyFour Select Monthly Income Fund Limited 
 (a closed-ended investment company incorporated in Guernsey with registration 
                                 number 57985) 
                                (The "Company") 
 
                       LEI Number: 549300P9Q5O2B3RDNF78 
 
9 July 2020 
 
                       RESULT OF ANNUAL GENERAL MEETING 
 
At the Annual General Meeting of the Company held on 9 July 2020, all Ordinary 
Resolutions set out in the Annual General Meeting Notice sent to Shareholders 
dated 8 June 2020 were duly passed. 
 
Details of the proxy voting results which should be read along side the Notice 
are noted below: 
 
   Ordinary            For            Discretion         Against        Abstain 
  Resolution                       (voted in favour) 
 
       1            63,949,917             0             16,163         69,305 
 
       2            63,920,430             0             39,299         75,655 
 
       3            63,863,454           5,000           72,625         94,305 
 
       4            63,644,415             0             321,664        69,305 
 
       5            62,733,569             0            1,232,511       69,305 
 
       6            60,161,996             0             988,370       2,885,019 
 
       7            63,944,058             0             22,022         69,305 
 
       8            63,782,515           5,000           147,793        100,077 
 
       9            63,690,411             0             236,297        108,676 
 
      10            63,849,628           5,000           102,134        78,623 
 
      11            63,644,393           5,000           313,351        72,641 
 
      12            63,914,056           5,000           47,024         69,305 
 
    Special            For            Discretion         Against        Abstain 
  Resolution                       (voted in favour) 
 
      13            63,851,037           5,000           42,126         137,222 
 
      14            63,850,785             0             115,294        69,305 
 
 Extraordinary         For            Discretion         Against        Abstain 
  Resolution                       (voted in favour) 
 
      15            63,813,534           5,000           98,857         117,994 
 
      16            58,487,212           5,000          5,425,179       117,994 
 
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 13 ....... 
THAT, the terms of the proposed quarterly tender facility that, among other 
things, permits the Company to acquire its issued share capital from tendering 
shareholders, subject to certain restrictions (the "Facility"), the terms and 
conditions of which constituting the contract of such Facility (the "Agreement 
") are set out in the Notice of Quarterly Tenders reproduced in the circular in 
respect of the Company dated 8 June 2020 (the "Circular"), are hereby approved 
and authorised pursuant to section 314(2) of the Companies (Guernsey) Law, 
2008, as amended (the "Law") and the Company's authority to effect the Facility 
on the terms of the Agreement pursuant to this resolution shall expire on the 
earlier of the date falling 12 months from the date of this resolution or the 
date of the Company's next annual general meeting. 
 
Special Resolution 14 
To authorise the Company, in accordance with section 315 of the Law to make 
market acquisitions (as defined in the Law) of its own shares of 1 pence each 
(either for retention as treasury shares for future re-issue, resale or 
transfer or cancellation) provided that: 
 
a.     the maximum number of Ordinary Shares authorised to be purchased is 
14.99 per cent. of the aggregate Ordinary Shares (excluding treasury shares in 
issue) on the date on which this resolution is passed; 
 
b.    the minimum price (exclusive of expenses) which may be paid for an 
Ordinary Share shall be GBP0.01 per Ordinary Share; 
 
c.     the maximum price (exclusive of expenses) which may be paid for an 
Ordinary Share shall be the higher of (i) 105 per cent. of the average of the 
middle market quotations (as derived from the Daily Official List) for the 
Ordinary Shares for the five business days immediately preceding the date of 
acquisition and (ii) the higher of the last independent trade and the highest 
current independent bid on the trading venue on which the purchase is carried 
out; and 
 
d.    unless previously varied, revoked or renewed, the authority hereby 
conferred shall expire on 31 December 2021 or, if earlier, at the conclusion of 
the next annual general meeting of the Company to be held in 2021, save that 
the Company may, prior to such expiry, enter into a contract to acquire 
Ordinary Shares under such authority and may make an acquisition of Ordinary 
Shares pursuant to any such contract. 
 
Extraordinary Resolution 15 
THAT, the Directors of the Company be and they are hereby generally empowered, 
to allot and issue, to grant rights to subscribe for, or to convert and make 
offers or agreements to allot equity shares (as detailed in Article 6.2 of the 
Articles) for cash as if the pre-emption rights contained in the Articles in 
respect of such equity securities did not apply to any such allotment, provided 
that this power shall be limited so that it: 
 
a.     expires at the conclusion of the next annual general meeting of the 
Company after the passing of this resolution or on the expiry of 15 months from 
the passing of this resolution, whichever is the earlier, save that the Company 
may, before such expiry, make an offer or agreement which would or might 
require equity securities to be allotted after such expiry and the Directors 
may allot equity securities in pursuance of any such offer or agreement as if 
the power conferred hereby had not expired; and 
 
b.    shall be limited to the allotment of equity securities up to an aggregate 
nominal value of GBP222,214.98 being approximately 10 per cent. of the nominal 
value of the issued share capital of the Company, as at 4 June 2020, and 
representing 22,221,498 Ordinary Shares. 
 
Extraordinary Resolution 16 
THAT, conditional on extraordinary resolution 15 above having been passed, the 
Directors of the Company be and they are hereby generally empowered, in 
addition to and without prejudice to the power granted by extraordinary 
resolution 15 above, to allot and issue, to grant rights to subscribe for, or 
to convert and make offers or agreements to allot equity shares (as detailed in 
Article 6.2 of the Articles) for cash as if the pre-emption rights contained in 
the Articles in respect of such equity securities did not apply to any such 
allotment, provided that this power shall be limited so that it: 
 
a.     expires at the conclusion of the next annual general meeting of the 
Company after the passing of this resolution or on the expiry of 15 months from 
the passing of this resolution, whichever is the earlier, save that the Company 
may, before such expiry, make an offer or agreement which would or might 
require equity securities to be allotted after such expiry and the Directors 
may allot equity securities in pursuance of any such offer or agreement as if 
the power conferred hereby had not expired; and 
 
b.    shall be limited to the allotment of additional equity securities up to 
an aggregate nominal value of GBP222,214.98 being approximately 10 per cent. of 
the nominal value of the issued share capital of the Company, as at 4 June 
2020, and representing 22,221,498 Ordinary Shares. 
 
 
Enquiries: 
Northern Trust International Fund Administration Services (Guernsey) Limited 
The Company Secretary 
Trafalgar Court 
Les Banques 
St Peter Port 
Guernsey 
GY1 3QL 
 
Tel:        01481 745001 
 
END 
 
 
 
 
 
 
END 
 

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