Last checked at 7 Aug 2009 15:27
| For immediate release | 07 August 2009 |
Vanguard Investment Series Public Limited Company
(the "Company")
Re: Results of AGM
The Board of Directors of the Company (the "Board") wishes to announce that the resolutions outlined in the AGM Notice sent to shareholders on 10 July 2009 were approved at the AGM held on the 06 August 2009.
In accordance with the approval of the special resolutions the Company's Memorandum and Articles of Association have been updated as follows;
Clause 5 of the Memorandum of Association and Article 4.02 of the Articles have been deleted in their entirety and each replaced by the following:
"The minimum authorised share capital of the Company is €2.5394762 represented by 2 (two) Subscriber Shares of no par value issued at €1.2697381 each and the maximum authorised share capital is 30,000 (thirty thousand) Subscriber Shares of no par value issued at €1.2697381 each and 500,000,000,000 (five hundred billion) Shares of no par value, initially designated as unclassified Shares."
Article 1.02 has been amended by the deletion of the definition of "Irish Pound" or "IR£".
Article 1.02 "Interpretation" has been amended in the definition of "Recognised Market" by deleting in its entirety the second paragraph under "Table B" and replacing it with the following:
"A Fund may not invest more than 30% of its net assets in aggregate in the markets of the country listed above in Table B."
Article 1.02 "Interpretation" has been amended in the definition of "Recognised Market" by deleting in its entirety the first paragraph under "Table C" and replacing it with the following:
"The limits specified in Tables A and B above respectively, may be changed from time to time in accordance with Financial Regulator requirements in which case any increase in the market limit will be notified to Shareholders in the latest semi-annual or annual report."
(v) Article 8.03 has been amended by the addition as the final sentence of the Article of the following:
"Any application for Shares received or deemed to be received by the Company in accordance with the foregoing provisions may be withdrawn only with the consent of the Directors."
Article 9.02 has been amended by the addition as the final sentence of the Article of the following:
"Notwithstanding any other provisions of these Articles, in calculating the Subscription Price for any class of Shares, the Directors may, on any Dealing Day when there are net subscriptions, adjust the Subscription Price by adding an anti-dilution levy to cover dealing costs and to preserve the value of the underlying assets of the relevant Portfolio."
Article 11.02 (ii) has been deleted in its entirety and replaced by the following:
"(ii) subject as hereinafter provided the Shareholder shall not be entitled, except with the consent of the Directors, to revoke or withdraw a request for redemption of his Shares duly given in accordance with this Article 11.02."
Article 11.04 has been amended by the addition as the final sentence of the Article of the following:
"Notwithstanding any other provisions of these articles, in calculating the Redemption Price for any class of Shares, the Directors may, on any Dealing Day when there are net redemptions, adjust the Redemption Price by deducting an anti-dilution levy to cover dealing costs and to preserve the value of the underlying assets of the relevant Portfolio."
(ix) Articles 11.10 and 30.02 has been amended by replacing the references therein to "IR£1" with "€1.2697381".
Article 12.01 has been deleted in its entirety and replaced by the following:
"12.01 The Company may redeem all (but not some) of the Shares in any Series or class then in issue if:
the holders of the Shares of that Series or class shall have passed a Special Resolution to approve the redemption of all the Shares of that Series or class; or
the Net Asset Value of the Shares of that Series or class falls below such amount as shall be determined by the Directors and notified to Shareholders in the supplement to the Prospectus produced in respect of that Series or class; or
the Directors in their sole discretion deem it appropriate because of material administrative disadvantage or adverse political, economic, fiscal, regulatory or other changes or circumstances affecting the relevant Series or class; or
the Custodian shall have exercised its right to request such a redemption pursuant to the provisions of Article 3.09(ii) hereof;
In each such case, the Shares of the relevant Series or class shall be redeemed after giving such days prior notice as may be required by law or regulation to all holders of such Shares or such longer period as the Directors may determine. The redemption of the Shares by the Company pursuant to this Article 12.01 shall be effected at the repurchase price calculated in accordance with Article 12.02 hereof and for the purposes of the calculation of the said repurchase price the Business Day on which the Shares are repurchased shall be the relevant Dealing Day for the purposes of Article 12.02 hereof."
Article 12 .02 has been deleted in its entirety and replaced by the following:
"12.02 The repurchase price per Share at which Shares shall be redeemed by the Company pursuant to this Article 12.00 shall be the Net Asset Value per Share on the relevant Dealing Day (as determined in accordance with Article 14.00) less such sum as the Directors in their absolute discretion may from time to time determine as an appropriate provision for Duties and Charges in relation to the realisation or cancellation of the Share to be repurchased and subject always to the resulting total being adjusted up to the nearest unit of the currency in which such Shares are designated where the amount so determined is equal to or greater than half of the relevant unit or down to the nearest unit where the said amount is less than half of that unit ("unit" for these purposes being the smallest fraction of the relevant currency which is legal tender in the country of issue of that currency). The repurchase price per Share at which the Subscriber Shares shall be redeemed by the Company pursuant to this Article 12.00 shall be €1.2697381 per Subscriber Share."
Article 12.00 has been amended by the insertion of the following Article 12.03 and subsequent Articles renumbered accordingly:
"12.03 The repurchase price (less any fees and expenses owing to the Company and appropriate provision for Duties and Charges in respect of the Shares being redeemed) shall be despatched to the Shareholder by the Company or its duly authorised agent within 10 Business Days after the day on which redemption of the relevant Shares is effected, without interest. Any amount payable to a Shareholder shall be paid in accordance with Article 11.02(v)."
Article 14.05 has been deleted in its entirety and replaced with the following:
"14.05 The Directors may at any time, with prior notification to the Custodian, temporarily suspend the issue, valuation, sale, purchase, redemption or conversion of Shares during:
any period when any Recognised Market on which a substantial portion of the Investments comprised in the relevant Portfolio are quoted, listed or dealt in is closed otherwise than for ordinary holidays, or during which dealings in any such Recognised Market are restricted or suspended;
any period when, as a result of political, military, economic or monetary events or other circumstances beyond the control, responsibility and power of the Directors, the disposal or valuation of Investments for the time being comprised in the relevant Portfolio cannot, in the opinion of the Directors, be effected or completed normally without prejudicing the interests of Shareholders;
any breakdown in the means of communication normally employed in determining the value of any Investments for the time being comprised in the relevant Portfolio or during any period when, for any other reason, the value of the Investments comprised in the relevant Portfolio cannot, in the opinion of the Directors, be promptly or accurately ascertained; or
any period when the Company is unable to repatriate funds for the purposes of making redemption payments or during which the realisation of Investments comprised in the relevant Portfolio, or the transfer or payment of funds involved in connection therewith cannot, in the opinion of the Directors, be effected at normal prices or normal rates of exchange; or.
any period when, as a result of adverse market conditions, the payment of redemption proceeds may in the sole opinion of the Directors have an adverse impact on the relevant Portfolio or the remaining Shareholders in such Portfolio; or
any period after a notice of the total redemption of the Shares of any Series or class has been given pursuant to Article 12.01, or after a notice convening a meeting of Shareholders for the purpose of dissolving the Company or terminating a Portfolio has been issued, up to and including the date of such meeting or adjourned meeting of Shareholders; or
(vii) any period during which dealings in a collective investment scheme in which the Portfolio has invested a significant portion of its assets, as determined by the Directors, are suspended; or
(viii) any period in which the repurchase of the Shares would, in the sole opinion of the Directors, result in a violation of applicable laws: or
(ix) any period when the Directors determine that it is in the best interests of the Shareholders to do so."
Article 14.06 has been deleted in its entirety and replaced with the following:
"14.06 Notice of any such suspension shall be published by the Company in such manner as the Directors may determine if in the opinion of the Directors such suspension is likely to exceed thirty days, and shall be notified immediately to the Financial Regulator, the Irish Stock Exchange and the Shareholders. Shareholders who have requested the issue or redemption of Shares of any Series or class will have their subscription or redemption request dealt with on the first Dealing Day after the suspension has been lifted unless applications or redemption requests have been withdrawn prior to the lifting of the suspension. Where possible, all reasonable steps will be taken to bring any period of suspension to an end as soon as possible."
That the third paragraph of Article 15.01(h) has been deleted in its entirety and replaced with the following:
"For a non-Short Term Fund, the amortised cost method may only be used for securities with a residual maturity not exceeding three months."
(xvi) Article 20.04 has been deleted in its entirety and replaced with the following:
"20.04 The chairman or, if absent, the deputy chairman of the Directors, or failing him, some other Director nominated by the Directors shall preside as chairman at every general meeting of the Company, but if at any meeting neither the chairman nor the deputy chairman nor such other Director be present within fifteen minutes after the time appointed for holding the meeting, or if none of them be willing to act as chairman, the Directors present shall choose some Director present to be chairman or, if no Directors be present, or if all the Directors present decline to take the chair, the Shareholders present in person or by proxy shall choose a Shareholder present in person or by proxy to be chairman.
Article 30.06 has been amended by the addition after the first sentence of the following:
"Without limiting the generality of the foregoing, the Directors may introduce, if they so determine, equalisation arrangements designed to ensure an appropriate treatment of dividends payable on Shares. Such equalisation arrangements may require Shareholders, upon subscription, to make an equalisation payment, to be distributed to such Shareholders at a subsequent distribution date."
Enquiries:
| Goodbody Stockbrokers | Aisling Murphy +353 1 6419151 |
This announcement has been issued through the Companies Announcement Service of
the Irish Stock Exchange.