REG - Fair Oaks Income Ltd Fair Oaks Incm- FA17 Fair Oaks Income2014 - Result of AGM

Fair Oaks IncomeAnnouncement

06/06/2024 07:00

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RNS Number : 3081R  Fair Oaks Income Limited  05 June 2024

5 June 2024

 

Fair Oaks Income Limited

(Incorporated in Guernsey under The Companies (Guernsey) Law, 2008, as
amended, with registered number 58123 and registered as a Registered
Closed-ended Collective Investment Scheme with the Guernsey Financial Services
Commission)

 

Result of Annual General Meeting

 

Fair Oaks Income Limited (the "Company") announces that, at the Annual General
Meeting of the Company held earlier today, all resolutions were passed on a
poll. The proxy votes received by the Company were as follows:

 

 

 

 Resolution                                                                    For                 Against
                                                                               Votes        %      Votes       %       Votes Withheld
 1.     Financial Statements and Directors' Report for the year ended 31       211,944,443  99.99  8,608       0.0041  31,907
 December 2023
 2.     Re-election of Jonathan Bridel as a Director                           196,168,435  92.55  15,784,616  7.4472  31,907
 3.     Re-election of Fionnuala Carvill as a Director                         211,933,689  99.99  15,054      0.0071  36,215
 4.     Election of Richard Burwood as a Director                              211,917,443  99.99  8,608       0.0041  58,907
 5.     Election of Trina Le Noury as a Director                               211,906,689  99.99  15,054      0.0071  63,215
 6.     Re-appointment of KPMG as Auditor                                      196,148,981  92.54  15,804,070  7.45    31,907
 7.     Authorise the Directors to determine the remuneration of the           211,940,135  99.99  12,916      0.0061  31,907
 Auditor
 8.     To approve the Company's dividend policy                               211,932,745  99.99  8,608       0.0041  43,605
 9.     Authority to make market purchases of the Company's Realisation        196,156,719  92.55  15,784,616  7.4476  43,623
 Shares and 2021 Shares
 10.  Authority to issue up to 38.2 million 2021 Shares (without pre-emptive   208,929,813  98.57  3,011,743   1.4210  43,402
 rights)
 11.  Authority to issue up to a further 38.2 million 2021 Shares (without     193,162,140  91.13  18,779,416  8.8607  43,402
 pre-emptive rights

 

*A vote withheld is not a vote in law and is therefore not counted towards the
proportion of votes "For" or "Against" the resolution. Resolutions 1 to 9 were
proposed as Ordinary Resolutions and resolutions 10 and 11 were proposed as
Extraordinary Resolutions.

 

In accordance with LR 9.6.18, details of those resolutions passed at the AGM
that were not in the ordinary course of business are detailed below.

 

9.     THAT the Company be and is hereby generally and unconditionally
authorised in accordance with Section 315 of The Companies (Guernsey) Law,
2008 (as amended) (the "Law") (subject to all applicable legislation and
regulations) to make market acquisitions (as defined in the Law) of its 2021
Shares and of its Realisation Shares in issue, provided that:

 

a.     the maximum number of 2021 Shares hereby authorised to be purchased
is 14.99 per cent. per annum of the 2021 Shares in issue immediately following
the passing of this resolution;

 

b.     the maximum number of Realisation Shares hereby authorised to be
purchased is 14.99 per cent. per annum of the Realisation Shares in issue
immediately following the passing of this resolution

 

c.     the minimum price (exclusive of expenses) which may be paid per
2021 Share or per Realisation Share is 1 US cent;

 

d.     the maximum price (exclusive of expenses) which may be paid for a
2021 Share or per Realisation Share shall be not more than the higher of (i) 5
per cent. above the average market value of the relevant class of shares for
the five business days prior to the day the purchase is made and (ii) 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 the relevant class of shares
on the trading venues where the purchase is carried out;

 

e.     the authority hereby conferred shall expire at the conclusion of
the next annual general meeting of the Company held in 2025 or 15 months from
the date of this resolution, whichever is the earlier, unless such authority
is varied, revoked or renewed prior to such time;

 

f.      the Company may make a contract to purchase 2021 Shares or
Realisation 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 2021 Shares or
Realisation Shares pursuant to any such contract; and

 

g.     any 2021 Shares or Realisation Shares bought back may be held as
treasury shares in accordance with the Law or be subsequently cancelled by the
Company.

 

10.      THAT the Directors of the Company be and are hereby empowered to
issue the following shares in the Company or rights to subscribe for such
shares in the Company for cash as if the pre-emption provisions contained
under Article 6.2 of the Company's articles of incorporation did not apply to
any such issues provided that this power shall be limited to the issue of the
below-mentioned shares or of rights to subscribe for the below-mentioned
shares:

 

(i)               up to a maximum number of 38.2 million 2021
Shares;

 

that such power shall expire on the earlier of the conclusion of the next
annual general meeting of the Company or on the expiry of 15 months from the
passing of this Resolution except that the Company may before such expiry make
offers or agreements which would or might require 2021 Shares or rights to
subscribe for such shares in the Company to be issued after such expiry and
notwithstanding such expiry the Directors may issue 2021 Shares or rights to
subscribe for such shares in the Company in pursuance of such offers or
agreements as if the power conferred hereby had not expired.

 

11.      THAT the Directors of the Company be and are hereby empowered to
issue the following shares in the Company or rights to subscribe for such
shares in the Company, in addition to that which is referred to in Resolution
9, for cash as if the pre-emption provisions contained under Article 6.2 of
the Company's articles of incorporation did not apply to any such further
issues provided that this power shall be limited to the issue of the
below-mentioned shares or of rights to subscribe for the below-mentioned
shares:

 

(i)               up to a maximum number of a further 38.2
million 2021 Shares;

 

that such power shall expire on the earlier of the conclusion of the next
annual general meeting of the Company or on the expiry of 15 months from the
passing of this Resolution except that the Company may before such expiry make
offers or agreements which would or might require 2021 Shares or rights to
subscribe for such shares in the Company to be issued after such expiry and
notwithstanding such expiry the Directors may issue 2021 Shares or rights to
subscribe for such shares in the Company in pursuance of such offers or
agreements as if the power conferred hereby had not expired.

 

 

LEI: 2138008KETEC1WM5YP90

 

Enquiries:

 

Fair Oaks Income Limited

Email: contact@fairoaksincome.com (mailto:contact@fairoaksincome.com)

Web: www.fairoaksincome.com (http://www.fairoaksincome.com)

 

Fair Oaks Capital Limited

Investor Relations

DDI: +44 (0) 20 3034 0400

Email: ir@fairoakscap.com (mailto:ir@fairoakscap.com)

 

Sanne Fund Services (Guernsey) Limited

Matthew Falla

DDI:   +44 (0) 20 3530 3107

Email: Matthew.Falla@apexfs.group (mailto:Matthew.Falla@apexfs.group)

 

Numis Securities Limited

Nathan Brown, Corporate Broking

DDI: +44 (0) 20 7260 1426

Email: n.brown@numis.com (mailto:n.brown@numis.com)

 

Liberum Capital Limited

Chris Clarke, Investment Banking

DDI: +44 (0) 20 3100 2190

Email: chris.clarke@liberum.com (mailto:chris.clarke@liberum.com)

 

Fair Oaks Income Limited

 

Fair Oaks Income Limited is a registered closed-ended investment company
incorporated in Guernsey. The Company was admitted to trading on the
Specialist Fund Market of the London Stock Exchange (now the Specialist Fund
Segment of the Main Market of the London Stock Exchange) on 12 June 2014.

 

The investment policy of the Company is to invest (either directly and/or
indirectly through FOIF II LP and FOMC III LP) in US and European CLOs or
other vehicles and structures which provide exposure to portfolios consisting
primarily of US and European floating-rate senior secured loans and which may
include non-recourse financing.

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