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
Resolution |
For |
Discretion
(voted in favour) |
Against |
Abstain |
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 Resolution |
For |
Discretion
(voted in favour) |
Against |
Abstain |
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