Level 2

Company Announcements

Result of Extraordinary General Meeting

RNS Number : 9543V
Fair Oaks Income Limited
19 April 2021
 

19 April 2021

 

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 Extraordinary General Meeting

 

Fair Oaks Income Limited (the "Company") announces that, at the Extraordinary General Meeting of the Company, resolutions 1 and 2 were passed but resolution 3 was not passed.

 

The Board acknowledges that Resolution 3 did not pass by a small margin and will consult with major shareholders ahead of proposing a resolution to disapply pre-emption rights at the forthcoming Annual General Meeting. Notwithstanding that Resolution 3 did not pass, the Reorganisation Proposal and admission of the re-designated 2021 Shares and Realisation Shares, as set out in the Company's announcement released earlier today, will proceed.

 

The votes received by the Company were as follows:

 

Resolution

For

Against

Withheld*

Votes

%

Votes

%

Votes

1.       Revised Articles of Incorporation.

266,089,814

83.08

54,207,406

16.92

14,790

2.       Redesignation of 2017 Shares.

266,089,814

83.08

54,207,406

16.92

14,790

3.       Authority to issue shares and placing programme.

237,885,675

74.27

82,411,545

25.73

14,790

 

*A vote withheld is not a vote in law and is therefore not counted towards the proportion of votes "For" or "Against" the resolution.

 

The full text of each resolution is detailed below:

 

1.     THAT, conditional upon the passing of Resolution 2, the articles of incorporation in the form produced to the meeting and initialled by the Chairman of the meeting for the purposes of identification be and are hereby approved and adopted as the articles of incorporation of the Company in substitution for, and to the exclusion of, the existing articles of incorporation of the Company.

 

2.     THAT on the Effective Date (as defined in the circular issued by the Company to the Shareholders dated 26 March 2021 (the "Circular")) all ordinary shares of no par value each in the capital of the Company designated as "2017 shares" ("2017 Shares") shall be re-designated on a one-for-one basis as ordinary shares of no par value each in the capital of the Company designated as "2021 shares" ("2021 Shares") pursuant to the proposals set out in the Circular, EXCEPT THAT where and to the extent that a shareholder has made a valid election for the re-designation of some or all of their 2017 Shares as ordinary shares of no par value each in the capital of the Company designated as "Realisation Shares" ("Realisation Shares") pursuant to an election contemplated under the Circular (and provided that the aggregate net asset value (as at 31 March 2021) of the 2017 Shares elected for Realisation Shares exceeds US$30 million), such 2017 Shares shall instead be re-designated on a one-for-one basis as Realisation Shares.

 

3.     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 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 350 million C Shares under the Placing Programme ("Placing Programme" as defined in the Circular); and

(ii)           up to such number of 2021 Shares under the Placing Programme as represents 20 per cent. of the 2021 Shares then in issue following the Effective Date, and

 

subject to any issues of 2021 Shares and/or C Shares under the Placing Programme being capped at an aggregate issue value of US$350 million, and that such power shall expire on the earlier of the 2022 AGM Date (as defined in the Circular) 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 C Shares and/or 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 C Shares and/or 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

Web: www.fairoaksincome.com

 

Fair Oaks Capital Limited

Investor Relations

DDI: +44 (0) 20 3034 0400

Email: ir@fairoakscap.com

 

Praxis Fund Services Limited

Ben Le Prevost

DDI: +44 (0) 1481 755524

Email: Ben.LePrevost@praxisifm.com

 

Numis Securities Limited

Nathan Brown, Corporate Broking

DDI: +44 (0) 20 7260 1426

Email: n.brown@numis.com

 

Liberum Capital Limited

Chris Clarke, Investment Banking

DDI: +44 (0) 20 3100 2190

Email: 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 FOMC II 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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