Volta Finance Limited (VTA) -
Results of the tenth AGM
NOT FOR RELEASE, DISTRIBUTION OR
PUBLICATION, IN WHOLE OR IN PART, IN OR INTO THE UNITED
STATES
*****
Guernsey, 7 December 2016
The tenth Annual General Meeting (AGM) of Volta
Finance Limited (the "Company" or "Volta Finance" or "Volta") was
held on 29 November 2016. All resolutions (listed below) were
passed.
1. To adopt the audited financial statements
of the Company for the year ended 31 July 2016, including the
reports of the Directors of the Company (the "Directors") and the
Auditor (the "Accounts").
2. To re-appoint KPMG Channel Islands
Limited of Glategny Court, Glategny Esplanade, St Peter Port, GY1
1WR as the Company's Auditor to hold office until the conclusion of
the next AGM.
3. To authorise the Board to negotiate
and fix the remuneration of the Auditor in respect of the year
ending 31 July 2017.
4. To re-elect Graham Harrison as an
Independent Director of the Company.
5. To re-elect Stephen Le Page as an
Independent Director of the Company.
6. To re-elect Paul Meader as an Independent
Director of the Company.
7. To re-elect Joan Musselbrook as an
Independent Director of the Company.
8. To re-elect Paul Varotsis as an
Independent Director of the Company.
9. To ratify the decision of the Board to
change the Company's dividend payment frequency from semi-annual to
quarterly each March, June, September and December such that the
Company's investment objectives are now to preserve its capital
across the credit cycle and to provide a stable stream of income to
its Shareholders through dividends that it expects to distribute on
a quarterly basis and to note that the following dividends should
be considered as relating to the financial year ended 31 July 2016:
the semi-annual dividend of €0.31 paid in April 2016; the quarterly
dividend of €0.15 paid in September 2016 and the quarterly dividend
of €0.16 payable in December 2016.
10. THAT in accordance with Article 5(7) of
the Articles, the Board be and are hereby authorised to issue
equity securities (within the meaning of the Articles) as if
Article 5(2) of the Articles did not apply to any such issue,
provided that this power shall be limited to the issue of up to a
maximum number of 3,653,604 Ordinary Shares (being not more than
10% of the number of Ordinary Shares in issue as at the date of
this notice) or such other number being not more than 10% of the
Ordinary Shares in issue at the date of the AGM, whether in respect
of the sale of shares held as treasury shares, the issue of newly
created shares or the grant of rights to subscribe for, or convert
securities into, shares which, in accordance with the Listing
Rules, could only be issued at or above net asset value per share
(unless offered pro rata to existing Shareholders or pursuant to
further authorisation by Shareholders). This authority will expire
on the conclusion of the next AGM of the Company unless previously
renewed, varied or revoked by the Company at a 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 after such expiry and the
Directors shall be entitled to allot equity securities pursuant to
any such offer or agreement as if the power conferred hereby had
not expired.
11. THAT the Company be generally and
unconditionally authorised to make market purchases, for the
purposes of Section 315 of the Companies (Guernsey) Law, 2008 (as
amended), of Ordinary Shares in the Company on such terms and in
such manner as the Directors may from time to time determine,
provided that:
(a) the maximum number of Ordinary Shares
hereby authorised to be acquired is 5,476,753, representing not
more than 14.99% of the issued Ordinary Share capital of the
Company as at the date of this notice;
(b) the minimum price (excluding expenses)
payable by the Company for each Ordinary Share is 1% of the average
of the mid-market values of the Ordinary Shares of that class
in the Company for the five business days prior to the date of the
market purchase;
(c) the maximum price (excluding expenses)
which may be paid for any such Ordinary Share is the higher of (i)
an amount equal to 105% of the average of the middle market
quotations for an Ordinary Share in the Company as derived from The
London Stock Exchange Daily Official List for the five business
days immediately preceding the day on which such share is
contracted to be purchased; and (ii) the amount stipulated by
Article 3(2) of the EU Buy-back and Stabilisation Regulation
(2016/1052/EU) being the higher of the price of the last
independent trade and the highest current independent bid for an
Ordinary Share in the Company on the trading venues where the
market purchases by the Company pursuant to the authority conferred
by this resolution will be carried out (provided that limb (ii)
shall not apply where the purchases would not bear the risk of
breaching the prohibition on market abuse);
(d) the authority hereby conferred shall
expire at the end of the next Annual General Meeting of the Company
or, if earlier, on 28 February 2018 unless previously renewed,
varied or revoked by the Company in general meeting; and
(e) the Company may make a contract to
purchase the Ordinary Shares under the authority hereby conferred
prior to the expiry of such authority, which contract will or may
be executed wholly or partly after the expiry of such authority,
and may purchase its Ordinary Shares in pursuance of any such
contract.
For further information, please
contact:
Company Secretary
and Portfolio Administrator
Sanne Group (Guernsey) Limited
voltafinance@sannegroup.com
+44 (0) 1481 739810
Corporate
Broker
Cenkos Securities plc
Alan Ray
Oliver Packard
Sapna Shah
+44 (0) 20 7397 1916
For the
Investment Manager
AXA Investment Managers Paris
Serge Demay
serge.demay@axa-im.com
+33 (0) 1 44 45 84 47
*****
ABOUT VOLTA FINANCE LIMITED
Volta Finance Limited is incorporated in Guernsey under The
Companies (Guernsey) Law, 2008 (as amended) and listed on Euronext
Amsterdam and the London Stock Exchange's Main Market for listed
securities. Volta's home member state for the purposes of the EU
Transparency Directive is the Netherlands. As such, Volta is
subject to regulation and supervision by the AFM, being the
regulator for financial markets in the Netherlands.
Volta's investment objectives are
to preserve capital across the credit cycle and to provide a stable
stream of income to its shareholders through dividends. Volta seeks
to attain its investment objectives predominantly through
diversified investments in structured finance assets. The assets
that the Company may invest in either directly or indirectly
include, but are not limited to: corporate credits; sovereign and
quasi-sovereign debt; residential mortgage loans; and, automobile
loans. The Company's approach to investment is through vehicles and
arrangements that essentially provide leveraged exposure to
portfolios of such underlying assets. The Company has appointed AXA
Investment Managers Paris an investment management company with a
division specialised in structured credit, for the investment
management of all its assets.
*****
ABOUT AXA INVESTMENT MANAGERS
AXA Investment Managers (AXA IM) is a multi-expert asset management
company within the AXA Group, a global leader in financial
protection and wealth management. AXA IM is one of the largest
European-based asset managers with €679 billion in assets under
management as of the end of June 2016. AXA IM employs
approximately 2,399 people around the world.
*****
This press release is for information only and
does not constitute an invitation or inducement to acquire shares
in Volta Finance. Its circulation may be prohibited in certain
jurisdictions and no recipient may circulate copies of this
document in breach of such limitations or restrictions. This
document is not an offer for sale of the securities referred to
herein in the United States or to persons who are "U.S. persons"
for purposes of Regulation S under the U.S. Securities Act of 1933,
as amended (the "Securities Act"), or otherwise in circumstances
where such offer would be restricted by applicable law. Such
securities may not be sold in the United States absent registration
or an exemption from registration from the Securities Act. The
company does not intend to register any portion of the offer of
such securities in the United States or to conduct a public
offering of such securities in the United States.
*****
This communication is only being distributed to
and is only directed at (i) persons who are outside the United
Kingdom or (ii) investment professionals falling within Article
19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the "Order") or (iii) high net worth
companies, and other persons to whom it may lawfully be
communicated, falling within Article 49(2)(a) to (d) of the Order
(all such persons together being referred to as "relevant
persons"). The securities referred to herein are only available to,
and any invitation, offer or agreement to subscribe, purchase or
otherwise acquire such securities will be engaged in only with,
relevant persons. Any person who is not a relevant person should
not act or rely on this document or any of its contents. Past
performance cannot be relied on as a guide to future
performance.
*****
This
announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: Volta Finance Limited via Globenewswire
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