F&C UK REAL ESTATE INVESTMENTS LIMITED
(a closed-ended investment company incorporated in Guernsey with registration
number 41870
("the Company")
Result of Annual General Meeting
19 November 2014
At the Annual General Meeting ("AGM") held on 19th November 2014, all ordinary
resolutions set out in the AGM Notice sent to Shareholders dated 22 October
2014 were duly passed.
At the same AGM noted above, the following Special Resolutions were also
passed;
Special Resolution 1:
That the Directors of the Company be and they are hereby generally empowered,
to allot ordinary shares in the Company or grant rights to subscribe for, or to
convert securities into ordinary shares in the Company (``equity securities''),
including the grant of rights to subscribe for, or to convert securities into
ordinary shares held by the Company as treasury shares for cash as if any
pre-emption rights in relation to the issue of shares set out in the Listing
Rules made by the Financial Conduct Authority under part VI of the Financial
Services and Markets Act 2000 (as amended) did not apply to any such allotment
of equity securities, provided that this power:
a. expires at the conclusion of the next Annual General Meeting of the Company
after the passing of this resolution or on the expiry of 15 months from the
passing of this resolution, whichever is the earlier, save that the Company
may, before such expiry, make an offer or agreement which would or might
require equity securities to be allotted after such expiry and the
Directors may allot equity securities in pursuance of any such offer or
agreement as if the power conferred hereby had not expired; and
b. shall be limited to the allotment of equity securities up to an aggregate
nominal value of £230,855 being 10 per cent of the nominal value of the
issued share capital of the Company, as at 16 October 2014.
Special Resolution 2
That the Company be authorised, in accordance with section 315 of the Companies
(Guernsey) Law, 2008 (the `Law'), to make market purchases (within the meaning
of section 316 of the Law) of Ordinary Shares of 1p each (`Ordinary Shares')
(either for retention as treasury shares or transfer, or cancellation),
provided that:
a. the maximum number of Ordinary Shares hereby authorised to be purchased
shall be 14.99 per cent of the issued Ordinary Shares on the date on which
this resolution is passed;
b. the minimum price which may be paid for an Ordinary Share shall be 1p;
c. the maximum price (exclusive of expenses) which may be paid for an Ordinary
Share shall be the higher of (i) 105 per cent of the average of the middle
market quotations (as derived from the Daily Official List) for the
Ordinary Shares for the five business days immediately preceding the date
of purchase and (ii) the higher of the last independent trade and the
highest current independent bid on the trading venue which the purchase is
carried out; and
d. unless previously varied, revoked or renewed, the authority hereby
conferred shall expire on 31 December 2015 or, if earlier, at the
conclusion of the Annual General Meeting of the Company to be held in 2015,
save that the Company may, prior to such expiry, enter into a contract to
purchase Ordinary Shares under such authority and may make a purchase of
Ordinary Shares pursuant to any such contract.
Enquiries:
Northern Trust International Fund Administration Services (Guernsey) Limited
The Company Secretary
Trafalgar Court
Les Banques
St Peter Port
Guernsey
GY1 3QL
Tel: 01481 745738
Fax: 01481 745051
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