Result of AGM

RNS Number : 7972E

Highbridge Multi-Strategy Fd Ltd £

20 July 2016

 

HIGHBRIDGE MULTI-STRATEGY FUND LIMITED (the "Company")

RESULT OF GENERAL MEETING AND RESIGNATION OF CHAIRMAN

RESULT OF GENERAL MEETING

In accordance with the Principle 19 of the AIC Code of Corporate Governance, the Company advises that for the General Meeting held on 20 July 2016 valid proxy appointments were made in respect of 61,835,649 voting shares and voting was as follows:

ORDINARY BUSINESS

IT WAS RESOLVED to receive the Annual Financial Report for the year ended 31 December 2015. (61,835,649 votes cast in favour, no votes cast against and no votes withheld). 

IT WAS RESOLVED to reappoint Ernst & Young LLP as Auditors to the Company, to hold office from the conclusion of this meeting until the conclusion of the next General Meeting to be held in 2017 under Section 199 of Companies (Guernsey) Law, 2008, as amended (the "Law"), and to authorise the directors to determine their remuneration. (61,685,649 votes cast in favour, no votes cast against and 150,000 votes withheld).

IT WAS RESOLVED to elect Mr Vic Holmes a director. (61,685,649 votes cast in favour, no votes cast against and 150,000 votes withheld).

IT WAS RESOLVED to re-elect Mr Paul Meader a director. (61,685,649 votes cast in favour, no votes cast against and 150,000 votes withheld).

IT WAS RESOLVED to re-elect Mr Steve Le Page a director. (61,685,649 votes cast in favour, no votes cast against and 150,000 votes withheld).

IT WAS RESOLVED to elect Miss Sarita Keen a director. (61,685,649 votes cast in favour, no votes cast against and 150,000 votes withheld).

SPECIAL BUSINESS

As an ordinary resolution IT WAS RESOLVED that the Company be authorised, in accordance with section 315(1)(a) of the Law, to make market purchases (within the meaning of section 316 of the Law) of ordinary shares of no par value each, whether denominated in Sterling, Euros or US Dollars ("Shares"), and to cancel such Shares or hold such Shares as treasury shares on the four terms set out in the Notice of Meeting for this meeting. (61,835,649 votes cast in favour, no votes against and no votes withheld).

As a special resolution IT WAS RESOLVED that the pre-emption rights granted to Shareholders pursuant to Article 12(2) of the Articles of Incorporation of the Company (the "Articles") be disapplied in respect of the allotment of equity securities (as defined in the Articles) relating to up to 13,000,000 ordinary shares of any class for cash. This dis-application of such pre-emption rights shall expire on 31 December 2017 unless such resolution is previously extended, renewed or revoked by the Company's shareholders in general meeting and save that the Company may, before such expiry, enter into an agreement or commitment to allot equity securities and may, pursuant to such agreement or commitment, allot equity securities after such expiry as if this dis-application had not expired.  For the purpose of this resolution, capitalised terms shall have the same meaning as set out in the Articles. (56,677,950 votes cast in favour, 5,157,699 votes cast against and no votes withheld).

The Board has specifically noted the votes cast against this resolution.  The Board is advised that voting against resolutions of that type is commonplace and reflects the policy of certain shareholder groups to oppose waivers of pre-emption rights; however, the Board believes that such a policy does not take into account the circumstances of listed investment companies.

As a special resolution IT WAS RESOLVED that the New Memorandum, for the purposes of identification, initialled by the Chairman, be and is hereby adopted as the new memorandum of incorporation of the Company in substitution for and to the exclusion of, in its entirety, the Existing Memorandum. (61,835,649 votes cast in favour, no votes cast against and no votes withheld).

As a special resolution IT WAS RESOLVED that the New Articles, for the purposes of identification, initialled by the Chairman, be and are hereby adopted as the new articles of incorporation of the Company in substitution for and to the exclusion of, in their entirety, the Existing Articles (61,835,649 votes cast in favour, no votes cast against and no votes withheld).

Notes

It should be noted that a vote withheld is not a vote in law and will not be counted in the calculation of the proportion of the votes for and against each resolution.

RESIGNATION OF CHAIRMAN

In line with the Company's succession policy, further to the announcement dated 3 June 2016 the Company announces that Mr Richard Crowder, Chairman, has not sought re-election at the Annual General Meeting and will leave the Board with effect from 20 July 2016.   He has served on the Board since April 2006. He has been replaced as chairman of the Company by Mr Vic Holmes.  In addition, Mr Holmes has been appointed to the role of chairman of the Nomination Committee.

The Board would like to thank Mr Crowder for his contribution to the Company and wish him well for the future.

For further information contact:

JTC (Guernsey) Limited

Secretary

Tel:  [phone]

20 July 2016

END OF ANNOUNCEMENT

E&OE - in transmission.

 

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