Real Estate Credit Inv. PCC Ltd Result of AGM (0810K)
September 16 2016 - 8:00AM
UK Regulatory
TIDMRECI TIDMRECP TIDMTTM
RNS Number : 0810K
Real Estate Credit Inv. PCC Ltd
16 September 2016
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR
INDIRECTLY, TO U.S. PERSONS OR INTO OR IN THE UNITED STATES,
AUSTRALIA, CANADA OR JAPAN.
16 September 2016
REAL ESTATE CREDIT INVESTMENTS PCC LIMITED (THE "COMPANY")
RESULT OF THE ANNUAL GENERAL MEETING
The Board of Directors of the Company is pleased to announce
that, at the Annual General Meeting of the Company held today (the
"AGM"), all resolutions were approved by shareholders on a show of
hands.
The Company will therefore, subject to receiving the consent of
the Guernsey Financial Services Commission and compliance with the
other requirements of Guernsey law, cease to be a protected cell
company, and become a non-cellular limited company, and will change
its name from Real Estate Credit Investments PCC Limited to Real
Estate Credit Investments Limited.
As announced on 1 July, Mr Chris Spencer had indicated his
intention to stand down from the conclusion of the AGM and,
accordingly, he retired from the Board immediately following
today's meeting. At the AGM, Bob Cowdell, Chairman of RECI, thanked
Chris for his loyal and valuable service to the Company over the
ten years since its launch and welcomed Mr John Hallam as the new
Chair of the Audit Committee.
-ENDS-
For further information please contact:
Richard Crawley / Richard
Broker: Bootle (Liberum Capital) +44(0)20 3100 2222
Investor
Relations: Nicole Von Westenholz (Cheyne) +44(0)20 7968 7482
Resolutions Votes For / Discretionary % of Vote Against % of Vote Withheld % of Vote
--------------------------------- -------------------------- ---------- -------- ---------- --------- ----------
Ordinary business
--------------------------------- -------------------------- ---------- -------- ---------- --------- ----------
1. To receive and adopt the
Directors' report and
financial statements for
the period ended
31 March 2016. 24,192,975 99.93 15,777 0.07 0 0
--------------------------------- -------------------------- ---------- -------- ---------- --------- ----------
2. To re-appoint Deloitte
LLP as Auditors. 24,192,975 99.93 15,777 0.07 0 0
--------------------------------- -------------------------- ---------- -------- ---------- --------- ----------
3. To authorise the
Directors to fix the
remuneration of the
Auditors. 24,208,752 100.00 0 0 0 0
--------------------------------- -------------------------- ---------- -------- ---------- --------- ----------
4. To re-elect Bob Cowdell
as a Director. 24,142,496 99.73 66,256 0.27 0 0
--------------------------------- -------------------------- ---------- -------- ---------- --------- ----------
5. To re-elect Graham
Harrison as a Director. 24,201,366 99.97 7,386 0.03 0 0
--------------------------------- -------------------------- ---------- -------- ---------- --------- ----------
6. To elect John Hallam as
a Director. 24,208,752 100.00 0 0 0 0
--------------------------------- -------------------------- ---------- -------- ---------- --------- ----------
7. To elect Sarah Evans as
a Director. 23,274,500 96.14 934,252 3.86 0 0
--------------------------------- -------------------------- ---------- -------- ---------- --------- ----------
Special business
--------------------------------- -------------------------- ---------- -------- ---------- --------- ----------
8. Conditional upon the
Company receiving the
consent of the Guernsey
Financial Services
Commission
in accordance with section
52(2) of the Companies
(Guernsey) Law, 2008 (as
amended) (the "Law"),
to convert the Company
into a non-cellular
company limited by shares. 24,200,252 100.00 0 0 8,500 0.04
--------------------------------- -------------------------- ---------- -------- ---------- --------- ----------
9. In accordance with
section 46(3) of the Law,
to convert the Company
into a non-cellular
company limited by shares
on the following terms:
a. That the name of the
Company be changed to
"Real Estate Credit
Investments Limited" with
effect from the conversion
referred to above in
Resolution 8 becoming
effective ("the Effective
Date") ;
b. That the memorandum of
incorporation be altered
in the following respects
with effect on
the Effective Date:
(i) paragraph 1 is amended
to read: "The name of the
Company is "Real Estate
Credit Investments
Limited"."
(ii) paragraph 4 is
amended to read: "The
Company is a non-cellular
company within the meaning
of section 2(1)(c) of the
Companies (Guernsey) Law,
2008 (as amended)."
c. That the memorandum and
articles of incorporation
be and are hereby approved
and adopted
as the new articles of
incorporation of the
Company, with effect on
the Effective Date, in
substitution for and to
the exclusion of the
existing memorandum and
articles of incorporation
of the Company. 24,200,252 100.00 0 0 8,500 0.04
--------------------------------- -------------------------- ---------- -------- ---------- --------- ----------
10. To authorise the
Company unconditionally
and generally in
accordance with the
Companies
Law to make market
acquisitions (within the
meaning of section 316 of
the Companies Law) of
up to 14.99 per cent of
the Core Ordinary Shares
on such terms and in such
manner as the Directors
may from time to time
determine (the "Core Buy
Back Authority"). 24,208,752 100.00 0 0 0 0
--------------------------------- -------------------------- ---------- -------- ---------- --------- ----------
11. To authorise the
Company unconditionally
and generally in
accordance with the
Companies
Law to make market
acquisitions (within the
meaning of section 316 of
the Companies Law) of
up to 14.99 per cent of
the redeemable shares of
no par value in the
capital of the Core of
Company ("Preference
Shares") on such terms and
in such manner as the
Directors may from time
to time determine. 24,208,752 100.00 0 0 0 0
--------------------------------- -------------------------- ---------- -------- ---------- --------- ----------
Extraordinary business
--------------------------------- -------------------------- ---------- -------- ---------- --------- ----------
12. To disapply pre-emption
rights in relation to
'equity securities' (as
defined in the Articles),
and authorise the
Directors to allot and
issue equity securities
for cash pursuant to
Article
5 of the Articles or by
way of a sale of treasury
shares as if Article 7 of
the Articles did
not apply to any such
allotment and issue,
provided that this power
shall be limited to the
allotment and issue of up
to 10 per cent. of the
total Core Ordinary Shares
issued by the
Company as at 16 August
2016, being the latest
practicable date before
publication of this
Circular, and shall expire
on the date of the
Company's annual general
meeting to be held
in 2017 (unless previously
renewed, varied or revoked
by the Company in general
meeting),
save that the Company
shall be entitled to make
offers or agreements
before the expiry of
such power which would or
might require equity
securities to be allotted
and issued after
such expiry and the
Directors shall be
entitled to allot and
issue equity securities
pursuant
to any such offer or
agreement as if the power
conferred hereby had not
expired. 23,445,541 98.14 444,345 1.86 318,866 1.32
--------------------------------- -------------------------- ---------- -------- ---------- --------- ----------
This information is provided by RNS
The company news service from the London Stock Exchange
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