TIDMFCIF
RNS Number : 0490A
Funding Circle SME Income Fund Ltd
06 September 2018
Funding Circle SME Income Fund (FCIF)
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN
PART, IN OR INTO THE UNITED STATES
*****
6 September 2018
Results of the third Annual General Meeting
The third Annual General Meeting (AGM) of FCIF was held on 6
September 2018. All resolutions (listed below) were passed.
The total number of votes received in respect of each such
resolution is set out below.
1. To receive, consider and approve the Annual Report and
Consolidated Audited Financial Statements of the Company for the
year ended 31 March 2018 with the reports of the Directors and
auditors therein (the "Annual Report").
2. To re-appoint PricewaterhouseCoopers CI LLP of Royal Bank
Place, 1 Glategny Esplanade, St Peter Port, Guernsey GY1 4ND as the
Company's auditor ('auditor') to hold office from the conclusion of
the meeting until the conclusion of the next AGM at which financial
statements are laid before the Company.
3. To authorise the Board to negotiate and fix the remuneration
of the auditor in respect of the year ending 31 March 2019.
4. To re-elect Richard Boleat as an Independent Director of the
Company who offers himself for re-election. For further information
on Mr Boleat, please refer to page 54 of the Annual Report.
5. To re-elect Jonathan Bridel as an Independent Director of the
Company who offers himself for re-election. For further information
on Mr Bridel, please refer to page 54 of the Annual Report.
6. To re-elect Richard Burwood as an Independent Director of the
Company who offers himself for re-election. For further information
on Mr Burwood, please refer to page 54 of the Annual Report.
7. To re-elect Frederic Hervouet as an Independent Director of
the Company who offers himself for re-election. For further
information on Mr Hervouet, please refer to page 54 of the Annual
Report.
8. To re-elect Sachin Patel as a Director of the Company who
offers himself for re-election. For further information on Mr
Patel, please refer to page 55 of the Annual Report.
9. To approve the Directors' Remuneration Report in respect of
the year ended 31 March 2018.
10. To approve the Company's Dividend Policy.
Special Resolutions
11. That the Company be and is hereby generally and
unconditionally authorised in accordance with Article 8.1 of the
Articles and section 315 of the Companies (Guernsey) Law, 2008 (as
amended) (the "Law") to make market acquisitions (as defined in the
Law) of Ordinary Shares (as defined in the Articles) and/or C
Shares (as defined in the Articles) in issue in the capital of the
Company provided that:-
(a) The maximum number of Ordinary Shares hereby authorised to
be purchased is 14.99 per cent per annum of the Company's share
capital in issue at the date of the AGM;
(b) The minimum price (exclusive of expenses) which may be paid
for an Ordinary Share shall be GBP0.01;
(c) The maximum price (exclusive of expenses) which may be paid
for an Ordinary Share shall be an amount equal to the higher of:
(i) five (5) per cent above the average of the middle market
quotations of Ordinary Shares taken from the London Stock Exchange
Daily Official List for the five (5) trading days before the
purchase is made; and (ii) the amount stipulated by Article 5(1) of
the Buy-back and Stabilisation Regulation 2003 (Commission
Regulation (EC) No.2273/2003);
(d) Such authority shall expire at the conclusion of the next
AGM of the Company unless such authority is renewed, varied or
revoked prior to such time;
(e) 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 in whole or in part after
the expiration of such authority and may make an acquisition of
Ordinary Shares pursuant to any such contract; and
(f) Any Ordinary Shares bought back may be held in treasury in
accordance with the Law or be subsequently cancelled by the Company
at the discretion of the Board.
12. In accordance with Article 7.7 of the Articles the Directors
be and they are hereby generally and unconditionally authorised and
empowered to exercise all the powers of the Company to allot or
make offers or agreements to allot equity securities (as defined in
the Articles) for cash as if the pre-emption rights in Article 7.2
of the Articles did not apply to any such allotment provided that
this power shall be limited to the allotment of Ordinary Shares or
the sale of any Ordinary Shares held in treasury up to a maximum
aggregate number of 100,244,228 Ordinary Shares (representing
approximately 30 per cent. of the total number of Shares in issue
at 16 August 2018 (being the latest practicable date prior to the
passing of this resolution), PROVIDED THAT the Directors are only
authorised and empowered to allot Ordinary Shares pursuant to the
authority granted by this resolution 12 to the extent that in
aggregate such Ordinary Shares comprise less than 30 per cent. of
the issued ordinary share capital of the Company immediately prior
to such allotment and PROVIDED THAT the authority granted by this
resolution 12 shall expire on the conclusion of the annual general
meeting of the Company to be held in 2019.
The Board has noted the significant percentage of votes cast
against resolutions 2 and 3 (appointment and remuneration of
Company's auditor), and 4 and 8 (reappointment of the Chairman and
of Funding Circle's representative director). These resolutions
were all carried by the requisite majority with at least 65% voted
in favour, based on aggregate votes representing approximately 78%
of the total voting rights. The Board will continue its programme
of engagement with the Company's major shareholders regarding its
corporate governance arrangements and in particular will seek to
understand and address concerns regarding the specific authorities
sought under the above resolutions.
CONTACTS
Richard Boleat, Chairman
+44 (0) 1534 615 656
Richard.Boleat@fcincomefund.com
Secretary and Administrator
Sanne Group (Guernsey) Limited
FundingCircle@sannegroup.com
+44 (0) 1481 739810
Media Contact
David de Koning
Natasha Jones
+44 (0) 20 3667 2245
press@fundingcircle.com
Corporate Brokers
Numis Securities Limited
Nathan Brown +44 (0) 207 260 1000
n.brown@numis.com
Website
www.fcincomefund.com
Investor Relations
ir@fcincomefund.com
DEALING CODES
The ISIN number of the Ordinary Shares is GG00BYYJCZ96, the
SEDOL code is BYYJCZ9 and the TIDM is FCIF.
The LEI number of the Company is 549300ZQIYQVNIZGOW60.
*****
TOTAL VOTING
Shares % Shares % Shares Marked
For Against As Votes
Withheld
/ Abstentions
Resolution 1 261,779,219 100 0 0 0
------------ ------ ----------- ------ ---------------
Resolution 2 179,255,002 68.48 82,524,216 31.52 0
------------ ------ ----------- ------ ---------------
Resolution 3 179,255,002 68.48 82,524,216 31.52 0
------------ ------ ----------- ------ ---------------
Resolution 4 171,942,179 65.68 89,837,039 34.32 0
------------ ------ ----------- ------ ---------------
Resolution 5 253,713,447 96.99 7,884,891 3.01 180,880
------------ ------ ----------- ------ ---------------
Resolution 6 261,779,219 100 0 0 0
------------ ------ ----------- ------ ---------------
Resolution 7 261,779,219 100 0 0 0
------------ ------ ----------- ------ ---------------
Resolution 8 170,823,774 65.29 90,812,022 34.71 143,422
------------ ------ ----------- ------ ---------------
Resolution 9 261,779,219 100 0 0 0
------------ ------ ----------- ------ ---------------
Resolution 10 261,779,219 100 0 0 0
------------ ------ ----------- ------ ---------------
Resolution 11 261,779,219 100 0 0 0
------------ ------ ----------- ------ ---------------
Resolution 12 252,171,556 96.33 9,607,662 3.67 0
------------ ------ ----------- ------ ---------------
Notes:
1. Votes "For" and "Against" are expressed as a percentage of votes received.
2. A vote "withheld" is not a vote in law and is not counted in
the calculation of the % of shares voted "For" or "Against" a
resolution.
3. Total number of shares in issue at 6pm on 4 September 2007
was 308,189,298 represented by 166,189,298 ordinary shares and
142,000,000 C Shares.
4. In accordance with Listing Rule 9.6.2R, copies of special
resolutions numbered 11 and 12 will be made available for
inspection from the National Storage Mechanism, situated at:
www.morningstar.co.uk/uk/NSMo
*****
ABOUT FUNDING CIRCLE SME INCOME FUND
The Company is a registered closed-ended collective investment
scheme registered pursuant to the Protection of Investors
(Bailiwick of Guernsey) Law, 1987, as amended and the Registered
Collective Investment Scheme Rules 2015 issued by the Guernsey
Financial Services Commission ("GFSC").
The Company's investment objective is to provide shareholders
with a sustainable and attractive level of dividend income,
primarily by way of investment in Credit Assets as defined in the
Company's Prospectus.
*****
IMPORTANT NOTICES
This announcement contains "forward-looking" statements, beliefs
or opinions. These forward-looking statements involve known and
unknown risks and uncertainties, many of which are beyond the
control of the Company and all of which are based on its directors'
current beliefs and expectations about future events.
Forward-looking statements are sometimes identified by the use of
forward-looking terminology such as "believes", "expects", "may",
"will", "could", "should", "shall", "risk", "intends", "estimates",
"aims", "plans", "predicts", "projects", "continues", "assumes",
"positioned" or "anticipates" or the negative thereof, other
variations thereon or comparable terminology, or by discussions of
strategy, plans, objectives, goals, future events, assumptions or
intentions. These forward-looking statements include all matters
that are not historical facts. Forward-looking statements may and
often do differ materially from actual results. They appear in a
number of places throughout this announcement and include
statements regarding the intentions, beliefs or current
expectations of the Board or the Company with respect to future
events and are subject to risks relating to future events and other
risks, uncertainties and assumptions relating to the Company's
business concerning, amongst other things, the financial
performance, liquidity, prospects, growth and strategies of the
Company. These forward-looking statements and other statements
contained in this announcement regarding matters that are not
historical facts involve predictions. No assurance can be given
that such future results will be achieved; actual events or results
may differ materially as a result of risks and uncertainties facing
the Company. Such risks and uncertainties could cause actual
results to vary materially from the future results indicated,
expressed or implied in such forward-looking statements. The
forward-looking statements contained in this announcement speak
only as of the date of this announcement. Nothing in this
announcement is, or should be relied on as, a promise or
representation as to the future. The Company disclaims any
obligation or undertaking to release publicly any updates or
revisions to any forward-looking statements contained in this
announcement to reflect any change in its expectations or any
change in events, conditions or circumstances on which such
statements are based unless required to do so by applicable law,
the Prospectus Rules, the Listing Rules or the Disclosure Rules and
Transparency Rules of the FCA. No statement in this announcement is
intended as a forecast or profit estimate.
Neither this announcement nor any copy of it may be made or
transmitted into the United States of America (including its
territories or possessions, any state of the United States of
America and the District of Columbia) (the "United States"), or
distributed, directly or indirectly, in the United States or to US
Persons (as such term is defined in Regulation S under the US
Securities Act of 1933, as amended (the "Securities Act"). Neither
this announcement nor any copy of it may be taken or transmitted
directly or indirectly into Australia, Canada, Japan or South
Africa or to any persons in any of those jurisdictions, except in
compliance with applicable securities laws. Any failure to comply
with this restriction may constitute a violation of United States,
Australian, Canadian, Japanese or South African securities laws.
The distribution of this announcement in other jurisdictions may be
restricted by law and persons into whose possession this
announcement comes should inform themselves about, and observe, any
such restrictions. This announcement does not constitute or form
part of any offer or invitation to sell or issue, or any
solicitation of any offer to purchase or subscribe for securities
in the United States, Australia, Canada, Japan or South Africa or
in any jurisdiction to whom or in which such offer or solicitation
is unlawful.
*****
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END
RAGUNRNRWKAKRAR
(END) Dow Jones Newswires
September 06, 2018 12:11 ET (16:11 GMT)
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