AGM Statement

RNS Number : 7831Q

Acorn Income Fund Ld

03 September 2014

 



ACORN INCOME FUND LIMITED (THE "COMPANY")

RESULT OF CLASS MEETING

In accordance with the AIC Code of Corporate Governance the Company advises that for the resolutions put to members at the general meeting held on 3 September 2014, adjourned from the general meeting on 20 August 2014, valid proxy appointments were made in respect of 175,697 voting shares and voting was as follows:

Resolution 1

IT WAS RESOLVED to receive the Annual Financial Report for the year ended 31 December 2013.  (370,497 votes cast, all in favour, none against and none withheld.)

Resolution 2

IT WAS RESOLVED to reappoint KPMG Channel Islands Limited as auditor to the Company, to hold office from the conclusion of this meeting until the conclusion of the next annual general meeting to be held in 2015 under section 199 of the Companies Law, and to authorise the directors to determine their remuneration. (370,497 votes cast, 366,897 in favour, 3,600 against and none withheld.)

Resolution 3

IT WAS RESOLVED THAT the Directors of the Company be and they are hereby generally and unconditionally authorised in accordance with the Articles to exercise all powers of the Company to issue Ordinary Shares in the Company PROVIDED THAT:

(i)            such powers shall be limited to issue up to the aggregate nominal amount of £300,000; and

(ii)           the authority hereby conferred shall expire at the conclusion of the annual general meeting of the Company to be held in 2015 unless such authority is renewed, varied or revoked by the Company in general meeting (save that the Company may, at any time before such expiry, make an offer or agreement which would or might require Ordinary Shares to be issued after such expiry and the  Directors may issue Ordinary Shares after such expiry in pursuance of such offer or agreement as if the authority conferred hereby had not expired).
(370,497 votes cast, 359,397 in favour, none against and 11,100 withheld)

Resolution 4

It was noted that the resolution proposed at the class meeting of the ZDP Shareholders on 20 August 2014 had passed and so  IT WAS RESOLVED THAT the Directors of the Company be and they are hereby generally and unconditionally authorised in accordance with the Articles to exercise all powers of the Company to issue new ZDP Shares in the Company PROVIDED THAT:

(i)         such powers shall be limited to issue up to the aggregate nominal amount of £402,694.75 in circumstances where the Cover Test is met or Cover is maintained or is otherwise increased, in each case, immediately following such issue; and

(ii)         the authority hereby conferred shall expire at the conclusion of the annual general meeting of the Company to be held in 2015 unless such authority is renewed, varied or revoked by the Company in general meeting (save that the Company may, at any time before such expiry, make an offer or agreement which would or might require ZDP Shares to be issued after such expiry and the Directors may issue ZDP Shares after such expiry in pursuance of such offer or agreement as if the authority conferred hereby had not expired).
(370,497 votes cast, 358,497, in favour, 3,600 against and 8,400 withheld)

Resolution 5

IT WAS RESOLVED THAT, subject to and conditional upon the passing of Resolution 3, the Company be and is hereby authorised to issue and sell from treasury up to 30,000,000 Ordinary Shares at a discount to the prevailing Net Asset Value per Ordinary Share PROVIDED THAT the authority hereby conferred shall be limited to issues or sales of Ordinary Shares at a discount to the prevailing Net Asset Value per Ordinary Share at the same time as ZDP Shares are issued at a premium to Net Asset Value such that the combined effect of the issue or sale of Ordinary Shares at a discount to the prevailing Net Asset Value per Ordinary Share and the issue of ZDP Shares at a premium to Net Asset Value is that (i) Net Asset Value per Ordinary Share is thereby increased; and (ii) gearing is not thereby increased. (370,497 votes cast, 359,397 in favour, 2,700 against and 8,400 withheld)

Resolution 6

IT WAS RESOLVED THAT, subject to and conditional upon the passing of Resolution 3, the Directors be and are hereby empowered to issue and sell from treasury up to 30,000,000 Ordinary Shares for cash otherwise than pro rata to existing Ordinary Shareholders PROVIDED THAT the authority hereby conferred shall expire at the conclusion of the annual general meeting of the Company to be held in 2015 unless such authority is renewed, varied or revoked by the Company in general meeting (save that the Company may at any time before such expiry make an offer or agreement which might require Ordinary Shares to be issued or sold after such expiry and the Directors may issue or sell Ordinary Shares after such expiry in pursuance of such offer or agreement as if the authority conferred hereby had not expired). (370,497 votes cast, 361,197 in favour, 900 against and 8,400 withheld)

Resolution 7

IT WAS RESOLVED THAT, the Company be and is hereby generally and unconditionally authorised in accordance with section 315 of The Companies (Guernsey) Law, 2008 (as amended) (the "Law") (subject to the Listing Rules of the United Kingdom Listing Authority (the "Listing Rules") and all other applicable legislation and regulations) to make one or more market acquisitions of its Ordinary Shares, PROVIDED THAT:

(i)            the maximum aggregate number of Ordinary Shares hereby authorised to be purchased shall be 25 per cent. of the issued Ordinary Shares on the date this resolution is passed;

(ii)           the minimum price (exclusive of expenses) payable by the Company for each Ordinary Share shall be £0.01;

(iii)          the maximum price (exclusive of expenses) payable by the Company for each Ordinary Share shall be the higher of (a) an amount equal to 105 per cent. of the average value of an Ordinary Share for the five business days prior to the day the purchase is made and (b) the higher of the price of the last independent trade and the highest independent bid at the time of the purchase for any number of Ordinary Shares on the  trading venue where the trade is carried out;

(iv)          the authority hereby conferred shall expire at the conclusion of the annual general meeting of the Company to be held in 2015 unless such authority is varied, revoked or renewed prior to such time; and

(v)           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 wholly or partly after the expiration of such authority and may make an acquisition of Ordinary Shares pursuant to any such contract.   
(370,497 votes cast, 362,097 in favour, none against and 8,400 withheld)

Resolution 8

IT WAS RESOLVED THAT, in addition to the authority granted by resolution 7, the Company be and is hereby generally and unconditionally authorised in accordance with section 315 of the Law (subject to the Listing Rules and all other applicable legislation and regulations) to make one or more market acquisitions of its Ordinary Shares, PROVIDED THAT:

(i)            the maximum aggregate number of Ordinary Shares hereby authorised to be purchased shall be 5 per cent. of the issued Ordinary Shares on the date this resolution is passed;

(ii)           the minimum price (exclusive of expenses) payable by the Company for each Ordinary Share shall be £0.01;

(iii)          the maximum price (exclusive of expenses) payable by the Company for each Ordinary Share shall be the higher of (a) an amount equal to 105 per cent. of the average value of an Ordinary Share for the five business days prior to the day the purchase is made and (b) the higher of the price of the last independent trade and the highest independent bid at the time of the purchase for any number of Ordinary Shares on the trading venue where the trade is carried out;

(iv)          the authority hereby conferred shall expire at the conclusion of the annual general meeting of the Company to be held in 2015 unless such authority is varied, revoked or renewed prior to such time; and

(v)           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 wholly or partly after the expiration of such authority and may make an acquisition of Ordinary Shares pursuant to any such contract.    
(370,497 votes cast, 362,097 in favour, none against and 8,400 withheld)

Resolution 9

IT WAS RESOLVED THAT, the Company be and is hereby generally and unconditionally authorised in accordance with section 315 of The Law (subject to the Listing Rules and all other applicable legislation and  regulations) to make one or more market acquisitions (as defined in the Law) of its ZDP Shares, PROVIDED THAT:

(i)            the maximum aggregate number of ZDP Shares hereby authorised to be purchased shall be 25 per cent. of the issued ZDP Shares on the date this resolution is passed;

(ii)           the minimum price (exclusive of expenses) payable by the Company for each ZDP Share shall be £0.01;

(iii)          the maximum price (exclusive of expenses) payable by the Company for each ZDP Share shall be the higher of (a) 105 per cent. of the average value of a ZDP Share for the five business days prior to the day the purchase is made and (b) the higher of the price of the last independent trade and the highest independent bid at the time of the purchase for any number of ZDP Shares on the trading venue where the trade is carried out;

(iv)          the authority hereby conferred shall expire at the conclusion of the annual general meeting of the Company to be held in 2015 unless such authority is varied, revoked or renewed prior to such time; and

(v)           the Company may make a contract to purchase ZDP Shares under the authority hereby conferred prior to the expiry of such authority which will or may be executed wholly or partly after the expiration of such authority and may make an acquisition of ZDP Shares pursuant to any such contract.          
(370,497 votes cast, 361,197 in favour, 900 against and 8,400 withheld)

Resolution 10

IT WAS RESOLVED THAT, in addition to the authority granted by resolution 9, the Company be and is hereby generally and unconditionally authorised in accordance with section 315 of the Law (subject to the Listing Rules and all other applicable legislation and regulations) to make one or more market acquisitions (as defined in the Law) of its ZDP Shares, PROVIDED THAT:

(i)            the maximum aggregate number of ZDP Shares hereby authorised to be purchased shall be 5 per cent. of the issued ZDP Shares on the date this resolution is passed;

(ii)           the minimum price (exclusive of expenses) payable by the Company for each ZDP Share shall be £0.01;

(iii)          the maximum price (exclusive of expenses) payable by the Company for each ZDP Share shall be the higher of (a) 105 per cent. of the average value of a ZDP Share for the five business days prior to the day the purchase is made and (b) the higher of the price of the last independent trade and the highest independent bid at the time of the purchase for any number of ZDP Shares on the trading venue where the trade is carried out;

(iv)          the authority hereby conferred shall expire at the conclusion of the annual general meeting of the Company to be held in 2015 unless such authority is varied, revoked or renewed prior to such time; and

(v)           the Company may make a contract to purchase ZDP Shares under the authority hereby conferred prior to the expiry of such authority which will or may be executed wholly or partly after the expiration of such authority and may make an acquisition of ZDP Shares pursuant to any such contract.          
(370,497 votes cast, 361,197 in favour, 900 against and 8,400 withheld)

For further information contact:

JTC (Guernsey) Limited

Secretary                     

Tel: [phone]

3 September 2014

E&OE - in transmission

 

END

 

 

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