Result of EGM

RNS Number : 4534O

India Capital Growth Fund Limited

06 August 2014

 



6 August 2014

India Capital Growth Fund Limited

(the "Company")

Result of EGM and Issue of Subscription Shares

The directors of the Company are pleased to announce that at the EGM held earlier today, both ordinary resolutions were passed:

Ordinary Resolutions	In favour		Against
	Votes	%*	Votes	%*
1. to (i) give the Directors authority to issue (a) Subscription Shares in connection with the Bonus Issue described in an Admission Document published by the Company on 7 July 2014 and (b) Ordinary Shares (A) pursuant to the exercise of Subscription Share rights up to a maximum nominal amount of £375,007.31 or (B) otherwise up to a maximum nominal amount of £225,000.00 and (ii) to authorise the Company to make market purchases of Subscription Shares, in each case on the basis set out in the Admission Document and the Notice of the Meeting.	47,212,233	90.41	5,010,000	9.59
2. THAT the Company continue as in existence on the basis set out in the chairman's letter in the Admission Document	47,222,233	90.43	5,000,000	9.57

Accordingly 37,500,710 subscription shares of no par value (the "Subscription Shares") have been issued free of payment on the basis of one Subscription Share for every two ordinary shares of 1 pence each (the "Ordinary Shares") held on 5.00 pm on 4 August 2014 Each Subscription Share confers the right (but not the obligation) to subscribe for one Ordinary Share upon exercise of the Subscription Share rights and on payment of the subscription price being equal to the published unaudited NAV per Ordinary Share as calculated by the Administrator as at 5.00 pm on 31 July 2014, rounded up to the nearest penny (the "Subscription Price"). Further to the Company's 31 July 2014 NAV announcement on 5 August 2014, the Subscription Price has therefore been set at 61 pence per share.  

Application will be made for the admission to trading on AIM of 37,500,710 Subscription Shares with admission of the Subscription Shares expected to take place on 12 August 2014, with the TIDM IGCS. On their admission, the Subscription Shares will confer rights to subscribe for new Ordinary Shares representing, in aggregate, 33.33 per cent of the issued ordinary share capital of the Company.

Additionally, shareholders voted in favour of the second resolution proposed to amend the Company's continuation vote provisions (the "Second 2014 Resolution") as set out below:

-     the 2015 Resolution referred to in the Company's original AIM admission document will not be proposed; and

the Company will undertake that in 2017 (and every three years thereafter) the Board will carry out an assessment of the Company's performance (the "Three Yearly Assessment") and will thereafter propose an ordinary continuation resolution only in the event that either of the following criteria are met:

i.     the Company's monthly average market capitalisation being less on average than £30 million over the one year period preceding the relevant Three Yearly Assessment taking the market capitalisation as at the last trading day of each month; or

ii.    the Company's published diluted NAV per Ordinary Share (adjusted, if appropriate, for any dividends payable to Shareholders) underperforming the BSE Mid Cap Total Return Index  by in excess of a cumulative 5 per cent. over the three year period preceding the relevant Three Yearly Assessment, save that if any new Ordinary Shares have been issued pursuant to the exercise of the Subscription Share Rights, the published NAV per Ordinary Share as at the date of the 2017 Three Yearly Assessment will be adjusted by adding back in pence per Ordinary Share terms the aggregate of (a) the dilutive effect of the new Ordinary Share issue and (b) the figure in (a) multiplied by the percentage change in the NAV per Ordinary Share between the issue date of the new Ordinary Shares and the date of the 2017 Three Yearly Assessment.

All Enquiries:

Stephen Cuddihee

Apex Fund Services (Guernsey) Limited

Tel:       [phone]

Philip Secrett/Jen Clarke/Jamie Barklem

Grant Thornton UK LLP, NOMAD

Tel:       [phone]

Robin Sellers/Amul Pandya

Ocean Dial Asset Management Limited (Investment Manager)

[phone]

Company website: www.indiacapitalgrowth.com 

 

END

 

 

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