TwentyFour Inc Fd Result of AGM
September 19 2019 - 09:01AM
UK Regulatory
TIDMTFIF
TwentyFour Income Fund Limited
(a closed-ended investment company incorporated in Guernsey with registration
number 56128)
LEI Number: 549300CCEV00IH2SU369
(The "Company")
19 September 2019
RESULT OF ANNUAL GENERAL MEETING
At the Annual General Meeting of the Company held today, all Resolutions, with
the exception of Resolution 15, set out in the Annual General Meeting Notice
sent to Shareholders dated 16 August 2019 were duly passed.
Whilst receiving a majority of votes for, Resolution 15 was an Extraordinary
Resolution which required 75% of votes to be passed but achieved 67.44% and was
therefore not passed. Resolution 15 was in relation to the Disapplication of
Pre-Emption Rights and the Board will be considering the implication of this
result.
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)
1 331,984,764 0 0 75,000
2 331,996,441 0 63,322 0
3 331,968,794 0 75,969 15,000
4 332,036,446 0 10,125 13,192
5 332,059,764 0 0 0
6 332,059,764 0 0 0
7 332,059,764 0 0 0
8 332,059,764 0 0 0
9 332,059,764 0 0 0
10 332,047,117 0 12,647 0
11 332,047,117 0 12,647 0
12 332,047,117 0 12,647 0
13 289,403,740 0 42,656,023 0
Extraordinary For Discretion Against Abstain
Resolution (voted in favour)
14 331,967,867 0 16,897 75,000
15 223,893,036 0 108,091,727 75,000
Note - A vote withheld is not a vote in law and has not been counted in the
votes for and against a resolution.
The Extraordinary Resolutions were as follows:
Extraordinary Resolution 14
That, in substitution of all existing powers (but in addition to any power
conferred on them by ordinary resolutions 11 and 12 above), the Directors be
and are authorised generally and unconditionally in accordance with Article 6.7
of the Articles to exercise all powers of the Company to issue equity
securities (as defined in Article 6.1.1(a)) for cash as if the members'
pre-emption rights contained in Article 6.2 of the Articles did not apply to
any such issue pursuant to the general authority conferred on them by the
ordinary resolutions 8 and 9 above (as varied from time to time by the Company
in general meeting):
a) pursuant to an offer of equity securities open for acceptance for a
period fixed by the Directors where the equity securities respectively
attributable to the interests of holders of Ordinary Shares are proportionate
(as nearly as may be) to the respective numbers of Ordinary Shares held by them
but subject to such exclusions or other arrangements in connection with the
issue as the Directors may consider necessary, appropriate or expedient to deal
with equity securities representing fractional entitlements or to deal with
legal or practical problems arising in any overseas territory, the requirements
of any regulatory body or stock exchange, or any other matter whatsoever; and
b) provided that (otherwise than pursuant to sub-paragraph (a) above) this
power shall be limited to the allotment of equity securities up to an aggregate
nominal value equal to 10 per cent. of the total number of shares in issue in
the Company at the date of the passing of this extraordinary resolution, and
provided further that (i) the number of equity securities to which this power
applies shall be reduced from time to time by the number of treasury shares
which are sold pursuant to any power conferred on the Directors by ordinary
resolution 10 above and (ii) no issue of equity securities shall be made under
this power which would result in Ordinary Shares being issued at a price which
is less than the net asset value per Ordinary Share as at the latest
practicable date before such allotment of equity securities as determined by
the Directors in their reasonable discretion, and such power hereby conferred
shall expire on whichever is the earlier of: (i) the conclusion of the annual
general meeting of the Company to be held in 2020; or (ii) the date 15 months
after the date on which this extraordinary resolution is passed (unless
renewed, varied or revoked by the Company prior to that date) save that the
Company may, before such expiry, make offers or agreements which would or might
require equity securities to be issued after such expiry and the Directors may
issue equity securities in pursuance to such offers or agreements as if the
authority conferred hereby had not expired.
Extraordinary Resolution 15
That, conditional on extraordinary resolution 14 above having been passed, in
substitution of all existing powers (but in addition to any power conferred on
them by ordinary resolutions 11 and 12 and in addition to and without prejudice
to the power granted by extraordinary resolution 14 above), the Directors be
and are authorised generally and unconditionally in accordance with Article 6.7
of the Articles to exercise all powers of the Company to issue equity
securities (as defined in Article 6.1.1(a)) for cash as if the members'
pre-emption rights contained in Article 6.2 of the Articles did not apply to
any such issue pursuant to the general authority conferred on them by the
ordinary resolutions 8 and 9 above (as varied from time to time by the Company
in general meeting):
a) pursuant to an offer of equity securities open for acceptance for a
period fixed by the Directors where the equity securities respectively
attributable to the interests of holders of Ordinary Shares are proportionate
(as nearly as may be) to the respective numbers of Ordinary Shares held by them
but subject to such exclusions or other arrangements in connection with the
issue as the Directors may consider necessary, appropriate or expedient to deal
with equity securities representing fractional entitlements or to deal with
legal or practical problems arising in any overseas territory, the requirements
of any regulatory body or stock exchange, or any other matter whatsoever; and
b) provided that (otherwise than pursuant to sub-paragraph (a) above) this
power shall be limited to the allotment of equity securities up to an aggregate
nominal value equal to 10 per cent. of the total number of shares in issue in
the Company at the date of the passing of this extraordinary resolution, and
provided further that no issue of equity securities shall be made under this
power which would result in Ordinary Shares being issued at a price which is
less than the net asset value per Ordinary Share as at the latest practicable
date before such allotment of equity securities as determined by the Directors
in their reasonable discretion, and such power hereby conferred shall expire on
whichever is the earlier of: (i) the conclusion of the annual general meeting
of the Company to be held in 2020; or (ii) the date 15 months after the date on
which this extraordinary resolution is passed (unless renewed, varied or
revoked by the Company prior to that date) save that the Company may, before
such expiry, make offers or agreements which would or might require equity
securities to be issued after such expiry and the Directors may issue equity
securities in pursuance to such offers or agreements as if the authority
conferred hereby had not expired.
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
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