BACIT LIMITED
(a registered closed-ended collective investment scheme incorporated as a non-cellular company limited by shares under the laws of Guernsey with registration number 55514
(“the Companyâ€)
RESULT OF ANNUAL GENERAL MEETING (“AGMâ€)
8 SEPTEMBER 2015
The Board of BACIT Limited is pleased to announce that at the AGM held on 8 September 2015, all fifteen resolutions as set out in the Notice dated 17 July 2015 were duly passed by way of a show of hands.
The proxy votes received on each resolution proposed at the AGM were as follows. A vote withheld is not a vote in law and has not been counted in the votes for and against a resolution.
Ordinary Resolutions | For | Against | Vote Withheld | ||
1. | That the Annual Audited Financial Statements of the Company for the year ended 31 March 2015, together with the Reports of the Directors and the Auditors thereon, be received and considered. | 93,522,199 | 1,794,343 | 0 | |
2. | That Deliotte LLP be re-appointed as Auditors until the conclusion of the next annual general meeting. | 93,437,401 | 1,879,141 | 0 | |
3. | That the Board of Directors be authorised to determine the remuneration of the Auditors. | 95,316,542 | 0 | 0 | |
4. | That Jeremy Tigue be re-elected as a Director. | 95,316,542 | 0 | 0 | |
5. | That Tom Henderson be re-elected as a Director. | 84,822,951 | 10,493,591 | 0 | |
6. | That Peter Hames be re-elected as a Director. | 93,816,542 | 1,500,000 | 0 | |
7. | That Colin Maltby be re-elected as a Director. | 93,522,199 | 1,500,000 | 294,343 | |
8. | That Nicholas Moss be re-elected as a Director. | 95,316,542 | 0 | 0 | |
9. | That Jon Moulton be re-elected as a Director. | 95,262,275 | 3,390 | 5050,877 | |
10. | That Martin Thomas be re-elected as a Director. | 92,926,939 | 2,389,603 | 0 | |
11. | That the Directors’ Remuneration Report contained in the Annual Audited Financial Statements of the Company for the year ended 31 March 2015 be approved. | 95,018,809 | 0 | 297,733 | |
12. | That the Directors be generally and unconditionally authorised to allot and issue, grant rights to subscribe for, or to convert securities into, up to 127,609,613 ordinary shares (being 33.33 per cent. of the Company’s shares in issue as at the latest practicable date prior to the date of publication of this document) for the period expiring on the date falling fifteen months after the date of passing of this Resolution 12 or the conclusion of the next annual general meeting of the Company, whichever is the earlier, save that the Company may before such expiry make an offer or agreement which would or might require shares to be allotted and issued after such expiry and the Directors may allot and issue shares in pursuance of such an offer or agreement as if the authority had not expired. | 95,315,074 | 1,468 | 0 | |
Special Resolution | For | Against | Vote Withheld | ||
13. | 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 “Companies Lawâ€), to make market acquisitions (as defined in the Companies Law) of its shares (either for the retention as treasury shares for future resale or transfer or cancellation), PROVIDED THAT: a. the maximum number of shares authorised to be purchased shall be 57,391,782 ordinary shares (being 14.99 per cent. of the shares in issue as at the latest practicable date prior to the date of publication of this document); b. the minimum price (exclusive of expenses) which may be paid for a share shall be 1 penny; c. the maximum price which may be paid for a share is an amount equal to the higher of: (a) 105 per cent. of the average of the middle market quotations for a share on the relevant market for the five business days immediately preceding the date on which the share is purchased; and (b) the higher of (i) the price of the last independent trade for a share and (ii) the highest current independent bid for a share at the time of purchase; and d. the authority hereby conferred shall expire at the annual general meeting of the Company in 2016 unless such authority is varied, revoked or renewed prior to such date by a special resolution of the Company in general meeting.†|
95,315,074 | 1,468 | 0 | |
14. | That the Amended and Restated Articles (as defined in the Company’s circular to shareholders dated 17 July 2015) be and are hereby approved and adopted on the terms described in the Company’s circular to shareholders dated 17 July 2015. | 95,264,197 |
1,468 | 50,877 | |
Extraordinary Resolution | For | Against | Vote Withheld | ||
15. | That, in accordance with Article 6.7 of the Articles, the Directors be empowered to allot and issue (or sell from treasury) 38,286,712 ordinary shares (being 10 per cent. of the shares in issue as at the latest practicable date prior to the date of this notice) for cash as if Article 6.2 of the Articles did not apply to the allotment and issue (or sale from treasury) for the period expiring on the date falling fifteen months after the date of passing of this Resolution 14 or the conclusion of the next annual general meeting of the Company, whichever is the earlier, save that the Company may before such expiry make offers or agreements which would or might require shares to be allotted and issued (or sold) after such expiry and the Directors may allot and issue (or sell) shares in pursuance of any such offer or agreement notwithstanding that the power conferred by this Resolution 14 has expired. | 95,315,074 | 1,468 | 0 | |
In accordance with Listing Rule 9.6.3, a copy of the resolutions of special business passed at the Annual General Meeting have been submitted to the National Storage Mechanism and will shortly be available for inspection at: www.morningstar.co.uk/uk/NSM
Enquiries:
Northern Trust International Fund Administration Services (Guernsey) Limited
The Company Secretary
Trafalgar Court
Les Banques
St Peter Port
Guernsey
GY1 3QL
Tel: 01481 745001
END