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RNS Number : 9543V
Fair Oaks Income Limited
19 April 2021
19 April 2021
Fair Oaks Income Limited
(Incorporated in Guernsey under The Companies (Guernsey) Law,
2008, as amended, with registered number 58123 and registered as a
Registered Closed-ended Collective Investment Scheme with the
Guernsey Financial Services Commission)
Result of Extraordinary General Meeting
Fair Oaks Income Limited (the "Company") announces that, at the
Extraordinary General Meeting of the Company, resolutions 1 and 2
were passed but resolution 3 was not passed.
The Board acknowledges that Resolution 3 did not pass by a small
margin and will consult with major shareholders ahead of proposing
a resolution to disapply pre-emption rights at the forthcoming
Annual General Meeting. Notwithstanding that Resolution 3 did not
pass, the Reorganisation Proposal and admission of the
re-designated 2021 Shares and Realisation Shares, as set out in the
Company's announcement released earlier today, will proceed.
The votes received by the Company were as follows:
Resolution For Against Withheld*
Votes % Votes % Votes
------------ ------ ----------- ------ ----------
1. Revised Articles of
Incorporation. 266,089,814 83.08 54,207,406 16.92 14,790
------------ ------ ----------- ------ ----------
2. Redesignation of 2017
Shares. 266,089,814 83.08 54,207,406 16.92 14,790
------------ ------ ----------- ------ ----------
3. Authority to issue shares
and placing programme. 237,885,675 74.27 82,411,545 25.73 14,790
------------ ------ ----------- ------ ----------
*A vote withheld is not a vote in law and is therefore not
counted towards the proportion of votes "For" or "Against" the
resolution.
The full text of each resolution is detailed below:
1. THAT , conditional upon the passing of Resolution 2, the
articles of incorporation in the form produced to the meeting and
initialled by the Chairman of the meeting for the purposes of
identification be and are hereby approved and adopted as the
articles of incorporation of the Company in substitution for, and
to the exclusion of, the existing articles of incorporation of the
Company .
2. THAT on the Effective Date (as defined in the circular issued
by the Company to the Shareholders dated 26 March 2021 (the
"Circular")) all ordinary shares of no par value each in the
capital of the Company designated as "2017 shares" ("2017 Shares")
shall be re-designated on a one-for-one basis as ordinary shares of
no par value each in the capital of the Company designated as "2021
shares" ("2021 Shares") pursuant to the proposals set out in the
Circular, EXCEPT THAT where and to the extent that a shareholder
has made a valid election for the re-designation of some or all of
their 2017 Shares as ordinary shares of no par value each in the
capital of the Company designated as "Realisation Shares"
("Realisation Shares") pursuant to an election contemplated under
the Circular (and provided that the aggregate net asset value (as
at 31 March 2021) of the 2017 Shares elected for Realisation Shares
exceeds US$30 million), such 2017 Shares shall instead be
re-designated on a one-for-one basis as Realisation Shares.
3. THAT the Directors of the Company be and are hereby empowered
to issue the following shares in the Company or rights to subscribe
for such shares in the Company for cash as if the pre-emption
provisions contained under Article 6.2 did not apply to any such
issues provided that this power shall be limited to the issue of
the below-mentioned shares or of rights to subscribe for the
below-mentioned shares:
(i) up to a maximum number of 350 million C Shares under the
Placing Programme ("Placing Programme" as defined in the Circular);
and
(ii) up to such number of 2021 Shares under the Placing
Programme as represents 20 per cent. of the 2021 Shares then in
issue following the Effective Date, and
subject to any issues of 2021 Shares and/or C Shares under the
Placing Programme being capped at an aggregate issue value of
US$350 million, and that such power shall expire on the earlier of
the 2022 AGM Date (as defined in the Circular) or on the expiry of
15 months from the passing of this Resolution except that the
Company may before such expiry make offers or agreements which
would or might require C Shares and/or 2021 Shares or rights to
subscribe for such shares in the Company to be issued after such
expiry and notwithstanding such expiry the Directors may issue C
Shares and/or 2021 Shares or rights to subscribe for such shares in
the Company in pursuance of such offers or agreements as if the
power conferred hereby had not expired.
LEI: 2138008KETEC1WM5YP90
Enquiries:
Fair Oaks Income Limited
Email: contact@fairoaksincome.com
Web: www.fairoaksincome.com
Fair Oaks Capital Limited
Investor Relations
DDI: +44 (0) 20 3034 0400
Email: ir@fairoakscap.com
Praxis Fund Services Limited
Ben Le Prevost
DDI: +44 (0) 1481 755524
Email: Ben.LePrevost@praxisifm.com
Numis Securities Limited
Nathan Brown, Corporate Broking
DDI: +44 (0) 20 7260 1426
Email: n.brown@numis.com
Liberum Capital Limited
Chris Clarke, Investment Banking
DDI: +44 (0) 20 3100 2190
Email: chris.clarke@liberum.com
Fair Oaks Income Limited
Fair Oaks Income Limited is a registered closed-ended investment
company incorporated in Guernsey. The Company was admitted to
trading on the Specialist Fund Market of the London Stock Exchange
(now the Specialist Fund Segment of the Main Market of the London
Stock Exchange) on 12 June 2014.
The investment policy of the Company is to invest (either
directly and/or indirectly through FOMC II LP) in US and European
CLOs or other vehicles and structures which provide exposure to
portfolios consisting primarily of US and European floating-rate
senior secured loans and which may include non-recourse
financing.
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END
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