TIDMSCRF

RNS Number : 1833Z

SME Credit Realisation Fund Limited

16 September 2020

 
                     NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES 
                                                             OR TO US PERSONS 
 
                                                                  ***** 
                                                            16 September 2020 
 
                                                   SME Credit Realisation Fund Limited 
                                                             (the "Company") 
                                               RESULTS OF THE FIFTH ANNUAL GENERAL MEETING 
                      The Fifth Annual General Meeting (AGM) of SCRF was held on 15 September 2020. 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 2020 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 2021. 
 
                        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 58 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 58 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 58 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 58 to 59 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 59 of the Annual Report. 
 
                       9. To approve the Directors' Remuneration Report in respect of the year ended 31 March 2020. 
 
                                              10. To approve the Company's Dividend Policy. 
 
 
                                                            Special Resolution 
                       11. To renew the authorisation of the Company unconditionally and generally for the purposes 
                    of 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) in 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. 
 
                       The Board notes the material votes against resolutions 4-8, the annual reappointment of the 
                        Directors, and intends to liaise with the relevant shareholders to discuss their concerns. 
 
 
                                                                 CONTACTS 
                                                         Richard Boleat, Chairman 
                                                           +44 (0) 1534 615 656 
                                                 Richard.Boleat@smecreditrealisation.com 
 
                                                       Secretary and Administrator 
                                                      Sanne Group (Guernsey) Limited 
                                                           +44 (0) 1481 739810 
                                                   smecreditrealisation@sannegroup.com 
 
                                                             Corporate Broker 
                                                             Numis Securities 
                                                               Nathan Brown 
                                                           +44 (0) 207 260 1000 
                                                            n.brown@numis.com 
 
                                                            Investor Relations 
                                                       IR@smecreditrealisation.com 
 
                                                                 Website 
                                                       www.smecreditrealisation.com 
 
                        The ISIN number of the Ordinary Shares is GG00BMT81R29, the SEDOL code is BMT81R2 and the 
                                                              TIDM is SCRF. 
                                          The LEI number of the Company is 549300ZQIYQVNIZGOW60. 
 
                                                                  ***** 
 
 
 
 
                          TOTAL VOTING                  Shares        %       Shares       %       Shares Marked 
                                                For                   Against              As Votes Withheld 
                                                                                             / Abstentions 
                              Resolution 1     121,568,674     100            0       0                    0 
                                              ------------  ------  -----------  ------  ------------------- 
                              Resolution 2     121,568,674     100            0       0                    0 
                                              ------------  ------  -----------  ------  ------------------- 
                              Resolution 3     121,568,674     100            0       0                    0 
                                              ------------  ------  -----------  ------  ------------------- 
                              Resolution 4      70,113,181   57.67   51,433,411   42.31               22,081 
                                              ------------  ------  -----------  ------  ------------------- 
                              Resolution 5      75,358,582   61.99   46,188,011   37.99               22,081 
                                              ------------  ------  -----------  ------  ------------------- 
                              Resolution 6      76,507,254   62.93   45,039,339   37.05               22,081 
                                              ------------  ------  -----------  ------  ------------------- 
                              Resolution 7      76,507,254   62.93   45,039,339   37.05               22,081 
                                              ------------  ------  -----------  ------  ------------------- 
                              Resolution 8      70,597,929   58.07   50,948,663   41.91               22,081 
                                              ------------  ------  -----------  ------  ------------------- 
                              Resolution 9     121,517,689   99.98       28,904    0.02               22,081 
                                              ------------  ------  -----------  ------  ------------------- 
                              Resolution 10    121,546,969   99.98       21,705    0.02                    0 
                                              ------------  ------  -----------  ------  ------------------- 
                              Resolution 11    121,542,650   99.98       26,023    0.02                    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 ordinary shares in issue at 12:00pm on 14 September 2020 was 213,739,800. 
                       4. In accordance with Listing Rule 9.6.2R, copies of special resolution numbered 11 will be 
               made available for inspection from the National Storage Mechanism, situated at: www.morningstar.co.uk/uk/NSM 
 
 
                                                                  ***** 
                                                ABOUT SME Credit Realisation Fund Limited 
                        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 2018 issued by the Guernsey Financial Services Commission 
                                                               ("GFSC"). 
 
                                                                  ***** 
                                                            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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September 16, 2020 05:55 ET (09:55 GMT)