20 Aug 2018 12:08
Acorn Income Fund - Annual General Meeting StatementAcorn Income Fund - Annual General Meeting Statement
PR Newswire
London, August 20
ACORN INCOME FUND LIMITED
(the “Company”)
(a closed-ended investment company incorporated in Guernsey with registration number 34778)
LEI 213800UAZN7G46AHQM67
Annual General Meeting Statement
20 August 2018
Further to the Annual General Meeting Notice dated 24 April 2018 (the “Notice”) and sent to members of the Company on 25 April 2018; the Annual General Meeting was held today and members voted in favour of Resolutions 1 to 11.
Details of the voting results, which should be read alongside the Notice sent to members, are noted below.
| Ordinary Resolution | For | Against | Abstain |
| 1 | 846,039 | 0 | 0 |
| 2 | 801,818 | 35,221 | 9,000 |
| 3 | 826,039 | 11,000 | 9,000 |
| 4 | 831,289 | 14,750 | 0 |
| 5 | 825,872 | 20,167 | 0 |
| 6 | 846,039 | 0 | 0 |
| Special Business by Ordinary Resolution | For | Against | Abstain |
| 7 | 835,952 | 10,087 | 0 |
| 8 | 830,535 | 15,504 | 0 |
| Special Business by Special Resolution | For | Against | Abstain |
| 9 | 833,767 | 12,272 | 0 |
| 10 | 846,039 | 0 | 0 |
| 11 | 846,039 | 0 | 0 |
Note - A vote withheld is not a vote in law and has not been counted in the votes for and against a resolution.
The Special Resolutions were as follows:
Special Resolution 7
| 1. | THAT, the Directors of the Company be and are hereby generally and unconditionally authorised in accordance with the Articles to issue new Ordinary Shares in the Company PROVIDED THAT: (i) such powers shall be limited to issue up to 1,591,668 new Ordinary Shares (approximately 10% of the issued Ordinary Shares, excluding treasury shares, as at the date of this Notice); and (ii) the authority hereby conferred shall expire at the conclusion of the annual general meeting of the Company to be held in 2019 unless such authority is renewed, varied or revoked by the Company in general meeting (save that the Company may, at any time before such expiry, make an offer or agreement which would or might require Ordinary Shares to be issued after such expiry and the Directors may issue Ordinary Shares after such expiry in pursuance of such offer or agreement as if the authority conferred hereby had not expired). | |
| 2. | Special Resolution 8 THAT, subject to and conditional upon the passing of the proposed resolution of the Class Meeting of ZDP Members convened for 20 August 2018 at 11.00 am, the Directors of the Company be and are hereby generally and unconditionally authorised in accordance with the Articles to issue new ZDP Shares in the Company PROVIDED THAT: (i) such powers shall be limited to issue up to 2,136,522 new ZDP Shares (approximately 10% of the issued ZDP Shares, excluding treasury shares, as at the date of this Notice) in circumstances where the Cover Test is met or Cover is maintained or is otherwise increased, in each case, immediately following such issue; and (ii) the authority hereby conferred shall expire at the conclusion of the annual general meeting of the Company to be held in 2019 unless such authority is renewed, varied or revoked by the Company in general meeting (save that the Company may, at any time before such expiry, make an offer or agreement which would or might require ZDP Shares to be issued after such expiry and the Directors may issue ZDP Shares after such expiry in pursuance of such offer or agreement as if the authority conferred hereby had not expired). | |
| Special Business to be proposed as Special Resolutions: | ||
| Special Resolution 9 | ||
| 3. | THAT the Directors be and are hereby empowered (pursuant to Resolution 7 or otherwise) to issue and sell from treasury up to 2,867,640 Ordinary Shares for cash otherwise than pro rata to existing Ordinary Members at: (i) a price equal to or greater than the prevailing Net Asset Value per Ordinary Share; or (ii) a discount to the prevailing Net Asset Value per Ordinary Share in circumstances where ZDP Shares are issued at the same time at a premium to Net Asset Value such that the combined effect of the issue or sale of Ordinary Shares at a discount to the prevailing Net Asset Value per Ordinary Share and the issue of ZDP Shares at a premium to Net Asset Value is that (i) Net Asset Value per Ordinary Share is thereby increased; and (ii) gearing is not thereby increased, PROVIDED THAT the authority hereby conferred shall expire at the conclusion of the annual general meeting of the Company to be held in 2019 unless such authority is renewed, varied or revoked by the Company in general meeting (save that the Company may at any time before such expiry make an offer or agreement which might require Ordinary Shares to be issued or sold after such expiry and the Directors may issue or sell Ordinary Shares after such expiry in pursuance of such offer or agreement as if the authority conferred hereby had not expired). | |
| 4. | Special Resolution 10 THAT, the Company be generally and, subject as hereinafter appears, unconditionally authorised in accordance with section 315 of the Companies Law to make market acquisitions (within the meaning of section 316 of the Companies Law) of its issued Ordinary Shares, PROVIDED THAT: (i) the maximum aggregate number of Ordinary Shares hereby authorised to be purchased shall be 2,385,911 Ordinary Shares; (ii) the minimum price (exclusive of expenses) payable by the Company for each Ordinary Share shall be £0.01; (iii) the maximum price (exclusive of expenses) payable by the Company for each Ordinary Share shall be the higher of (a) an amount equal to 105% of the average value of an Ordinary Share for the five business days prior to the day the purchase is made and (b) the higher of the price of the last independent trade and the highest independent bid at the time of the purchase for any number of Ordinary Shares on the trading venue where the trade is carried out; (iv) the authority hereby conferred shall expire at the conclusion of the annual general meeting of the Company to be held in 2019 unless such authority is varied, revoked or renewed prior to such time; and (v) 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 wholly or partly after the expiration of such authority and may make an acquisition of Ordinary Shares pursuant to any such contract. | |
| Special Resolution 11 THAT, the Company be generally and, subject as hereinafter appears, unconditionally authorised in accordance with section 315 of the Companies Law to make market acquisitions (within the meaning of section 316 of the Companies Law) of its issued ZDP Shares, PROVIDED THAT: (i) the maximum aggregate number of ZDP Shares hereby authorised to be purchased shall be 3,202,646 ZDP Shares; (ii) the minimum price (exclusive of expenses) payable by the Company for each ZDP Share shall be £0.01; (iii) the maximum price (exclusive of expenses) payable by the Company for each ZDP Share shall be the higher of (a) an amount equal to 105% of the average value of a ZDP Share for the five business days prior to the day the purchase is made and (b) the higher of the price of the last independent trade and the highest independent bid at the time of the purchase for any number of ZDP Shares on the trading venue where the trade is carried out; (iv) the authority hereby conferred shall expire at the conclusion of the annual general meeting of the Company to be held in 2019 unless such authority is varied, revoked or renewed prior to such time; and (v) the Company may make a contract to purchase ZDP Shares under the authority hereby conferred prior to the expiry of such authority which will or may be executed wholly or partly after the expiration of such authority and may make an acquisition of ZDP Shares pursuant to any such contract. | ||
In accordance with Listing Rule 9.6.3, a copy of the special business and special resolutions have been submitted to the National Storage Mechanism and will shortly be available for inspection at: www.morningstar.co.uk/uk/NSM.
Enquiries:
Company website: https://www.premierfunds.co.uk/investors/investments/investment-trusts/acorn-income-fund
Cara De La MareNorthern Trust International Fund Administration Services (Guernsey) LimitedCompany SecretaryTel: +44 (0) 1481 745498Email: cd109@ntrs.com