Announcement of Annual General Meeting

RNS Number : 0020G

Acorn Income Fund Ld

30 April 2014

 



30 April 2014

ACORN INCOME FUND LIMITED (the "Company")

ANNOUNCEMENT OF ANNUAL GENERAL MEETING

The Directors announce that the Annual General Meeting of the Company will be held at Frances House, Sir William Place, St Peter Port, Guernsey on Wednesday 20 August 2014 at 11.30 am as follows:

This Notice of Meeting is an important document. If you are in any doubt as to what action to take, you should consult an appropriate independent adviser. If you have sold or transferred all your Ordinary Shares in Acorn Income Fund Limited (the "Company"), please forward this document at once, together with the accompanying Form of Proxy, to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for onward transmission to the purchaser or transferee.

Acorn Income Fund Limited
Registered in Guernsey No. 34778

Notice of Annual General Meeting

NOTICE IS HEREBY GIVEN that the ANNUAL GENERAL MEETING of Acorn Income Fund Limited (the "Company") will be held at Frances House, Sir William Place, St Peter Port, Guernsey on 20 August 2014 at 11.30 a.m. You will be asked to consider and vote on the resolutions below:

Ordinary Business:    

1                 To receive the Annual Financial Report for the year ended 31 December 2013.

2                 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, and to authorise the Directors to determine their remuneration.

Special Business to be proposed as Ordinary Resolutions:

Ordinary Resolutions

3                 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).

4                 THAT, subject to and conditional on the resolution to be proposed at the class meeting of ZDP Shareholders convened for 20 August 2014 at 11.00 a.m., 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).

5                 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.

Special Business to be proposed as Special Resolutions:

Special Resolutions

6                 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).

7                 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. 

8                 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. 

9                 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. 

10              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. 

BY ORDER OF THE BOARD:	Registered Office:
JTC Fund Managers (Guernsey) Limited Secretary 30 April 2014	PO Box 156 Frances House Sir William Place St Peter Port Guernsey  GY1 4EU Channel Islands

Notes:

1                 A member entitled to attend and to speak and vote at the meeting is entitled to appoint one or more proxies to speak and vote instead of them.  A proxy need not be a member of the Company.  Completion and return of the Form of Proxy will not preclude members from attending or voting at the meeting, if they so wish.

2                 More than one proxy may be appointed provided each proxy is appointed to exercise the rights attached to difference shares.

3                 To be valid the Form of Proxy, together with the power of attorney or other authority, if any, under which it is executed (or a notarially certified copy of such power of authority) must be deposited with the Registrar, Anson Registrars Limited, PO Box 405, Anson House, Havilland Street, St Peter Port, Guernsey GY1 3GF not less than 48 hours before the time for holding the meeting.  A Form of Proxy is enclosed with this notice.

4                 All persons recorded on the register of members as holding Ordinary shares in the Company as at 5.00 p.m. on 18 August 2014 or, if the meeting is adjourned, as at 48 hours before the time of any adjourned meeting, shall be entitled to attend and vote (either in person or by proxy) at the meeting and shall be entitled to one vote per share held.

5                 The quorum for the Annual General Meeting is one or more members present in person or by proxy and holding 5% or more of the voting rights available at such meeting.  If the meeting is not quorate, it will be adjourned to the same time and place fourteen clear days later, whereupon such member or members who shall attend in person or by proxy at any such adjourned meeting shall form the quorum.

6                 Where there are joint registered holders of any Ordinary Shares such persons shall not have the right of voting individually in respect of such shares but shall elect one of their number to represent them and to vote whether in person or by proxy in their name.  In default of such elections, the person whose name stands first on the register of Ordinary Shareholders shall alone be entitled to vote.

7                 On a poll, votes may be given either personally or by proxy and a member entitled to more than one vote need not use all his votes or cast all the votes he uses in the same way.

8                 Any corporation which is a member may by resolution of its directors or other governing body, authorise such person as it thinks fit to act as its representative at this meeting. Any person so authorised shall be entitled to exercise on behalf of the corporation which he represents the same powers (other than to appoint a proxy) as the corporation could exercise if it were an individual member of the Company.

9                 Pursuant to the Articles, every member (being an individual) present in person or by proxy or (being a corporation) present by a duly authorised representative shall have one vote on a show of hands, subject to any special voting powers or restrictions, and one vote per Ordinary Share on a poll (other than the Company itself where it holds its own shares as treasury shares), subject to any special voting powers or restrictions.

10              As at 29 April 2014 (being the last practicable date prior to the publication of this Notice) the total number of votes exercisable by holders of Ordinary Shares is 16,468,334.

11              Capitalised terms used in this Notice of Annual General Meeting but not defined shall bear the same meanings as set out in the Company's Articles of Incorporation.

Administrative Enquiries:                                   

JTC Fund Managers (Guernsey) Limited  

Tel: [phone]                                              

END OF ANNOUNCEMENT

E&OE - in transmission.

 

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