EGM Statement

RNS Number : 7216U

Acorn Income Fund Ld

04 December 2013

 



4 December 2013

ACORN INCOME FUND LIMITED

NOTICE OF EXTRAORDINARY GENERAL MEETING

Introduction

Acorn Income Fund Limited (the "Company") has today published a Circular to Shareholders with a notice of Extraordinary General Meeting to be held at La Tonnelle House, Les Banques, St Sampson's, Guernsey GY1 3HS at 11.00 a.m. on 6 January 2014 (the "Notice of EGM").

Background

At an extraordinary general meeting held on 24 April 2013, Shareholders voted in favour of resolutions authorising the Company to issue up to 14 million new Ordinary Shares and up to 19 million new ZDP Shares pursuant to a placing programme (the "Placing Programme").  The Placing Programme was proposed by the Company to enable it to satisfy demand for its Shares as well as to increase the size of the Company.

At the annual general meeting held on 21 August 2013 (the "AGM"), the Company proposed resolutions, which were duly passed, to enable the Company to use treasury shares in conjunction with the Placing Programme and thereby to save on the significant fixed listing costs associated with further issues of Shares.

Since the date of the AGM, the Company has sold from treasury 1,756,000 Ordinary Shares and 2,357,107 ZDP Shares pursuant to the Placing Programme and has therefore exhausted the limits of its authority to issue Shares on this basis. The Company is therefore publishing the Notice of EGM to renew the authorities necessary to use treasury shares. The Company is also seeking authority to make market acquisitions of up to a further 5 per cent. of the issued Shares if required to manage any future discount to NAV.

Resolutions

The following special resolutions will be proposed at the Extraordinary General Meeting:

1               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 Law") (subject to the listing rules of the Financial Conduct Authority (the "Listing Rules") and all other applicable legislation and regulations) to make one or more market acquisitions (as defined in the Companies Law) of its Ordinary Shares, PROVIDED THAT:

(a)          the maximum aggregate number of Ordinary Shares hereby authorised to  be purchased shall be 3,776,650 Ordinary Shares (being 25 per cent. of the Ordinary Shares in issue on 4 December 2013);

(b)          the minimum price (exclusive of expenses) payable by the Company for each Ordinary Share shall be £0.01;

(c)          the maximum price (exclusive of expenses) which may be paid by the Company for each Ordinary Share shall be the higher of (i) 105 per cent. of the average market value of an Ordinary Share 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 Ordinary Shares on the trading venue where the purchase is carried out;

(d)          the authority hereby conferred shall expire at the conclusion of the annual general meeting of the Company to be held in 2014 unless such authority is varied, revoked or renewed prior to such time; and

(e)          the Company may make a contract to purchase Ordinary 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 Ordinary Shares pursuant to any such contract.

2               THAT the Company be and is hereby generally and unconditionally authorised in accordance with section 315 of the Companies Law (subject to the Listing Rules and all other applicable legislation and regulations) to make one or more market acquisitions (as defined in the Companies Law) of its ZDP Shares, PROVIDED THAT:

(a)          the maximum aggregate number of ZDP Shares hereby authorised to be purchased shall be 5,069,457 ZDP Shares (being 25 per cent. of the ZDP Shares in issue on 4 December 2013);

(b)          the minimum price (exclusive of expenses) payable by the Company for each ZDP Share shall be £0.01;

(c)          the maximum price (exclusive of expenses) which may be paid by the Company for each ZDP Share shall be the higher of (i) 105 per cent. of the average market value of a ZDP Share 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 ZDP Shares on the trading venue where the purchase is carried out;

(d)          the authority hereby conferred shall expire at the conclusion of the annual general meeting of the Company to be held in 2014 unless such authority is varied, revoked or renewed prior to such time; and

(e)          the Company may make a contract to purchase ZDP 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 ZDP Shares pursuant to any such contract.

3               THAT the Company be and is hereby generally and unconditionally authorised in accordance with section 315 of the Companies Law (subject to the Listing Rules and all other applicable legislation and regulations) to make one or more market acquisitions (as defined in the Companies Law) of its Ordinary Shares, PROVIDED THAT:

(a)          the maximum aggregate number of Ordinary Shares hereby authorised to be purchased shall be 755,330 Ordinary Shares (being 5 per cent. of the Ordinary Shares in issue on 4 December 2013);

(b)          the minimum price (exclusive of expenses) payable by the Company for each Ordinary Share shall be £0.01;

(c)          the maximum price (exclusive of expenses) which may be paid by the Company for each Ordinary Share shall be the higher of (i) 105 per cent. of the average market value of an Ordinary Share 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 Ordinary Shares on the trading venue where the purchase is carried out;

(d)          the authority hereby conferred shall expire at the conclusion of the annual general meeting of the Company to be held in 2014 unless such authority is varied, revoked or renewed prior to such time; and

(e)          the Company may make a contract to purchase Ordinary 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 Ordinary Shares pursuant to any such contract.

4               THAT the Company be and is hereby generally and unconditionally authorised in accordance with section 315 of the Companies Law (subject to the Listing Rules and all other applicable legislation and regulations) to make one or more market acquisitions (as defined in the Companies Law) of its ZDP Shares, PROVIDED THAT:

(a)          the maximum aggregate number of ZDP Shares hereby authorised to be purchased shall be 1,013,891 ZDP Shares (being 5 per cent. of the ZDP Shares in issue on 4 December 2013);

(b)          the minimum price (exclusive of expenses) payable by the Company for each ZDP Share shall be £0.01;

(c)          the maximum price (exclusive of expenses) which may be paid by the Company for each ZDP Share shall be the higher of (i) 105 per cent. of the average market value of a ZDP Share 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 ZDP Shares on the trading venue where the purchase is carried out;

(d)          the authority hereby conferred shall expire at the conclusion of the annual general meeting of the Company to be held in 2014 unless such authority is varied, revoked or renewed prior to such time; and

(e)          the Company may make a contract to purchase ZDP 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 ZDP Shares pursuant to any such contract.

5               THAT the Directors be and are hereby empowered to sell from treasury up to 3,776,650 Ordinary Shares for cash otherwise than pro rata to existing Ordinary Shareholders PROVIDED THAT the authority hereby conferred shall expire at the conclusion of the annual general meeting of the Company to be held in 2014 unless such authority is previously renewed, varied or revoked by the Company in general meeting (save that the Company may at any time before such expiry make an offer or agreement which might require Ordinary Shares to be sold after such expiry and the Directors may sell Ordinary Shares after such expiry in pursuance of such offer or agreement as if the authority conferred hereby had not expired).

Action to be taken by shareholders

A Form of Proxy is enclosed with the Notice of EGM for use at the Extraordinary General Meeting.  If you are a shareholder, whether or not you intend to attend the Extraordinary General Meeting, you are requested to complete the Form of Proxy in accordance with the instructions printed on it and return it to the Registrar, Anson Registrars Limited, Anson Place, Mill Court, La Charroterie, St. Peter Port, Guernsey GY1 1EJ so as to arrive as soon as possible and, in any event, not later than 11.00 a.m. on 2 January 2014.

Further Information

Further details of the resolutions are set out in the Notice of EGM. 

Expected Timetable

Latest time and date of receipt of Forms of Proxy for the Extraordinary General Meeting of the Company	11 a.m. on 2 January 2014
Extraordinary General Meeting of the Company	6 January 2014

A copy of the Notice of EGM has been submitted to the National Storage Mechanism and will shortly be available for inspection at:

http://www.morningstar.co.uk/uk/nsm

The Notice of EGM and associated proxy form will shortly be available for download from the Company's website at:

www.premierfunds.co.uk/media/58186/acorn-income-fund-circular-december-2013.pdf

Defined terms used in this announcement shall, unless the context otherwise requires, have the same meanings set out in the Notice of EGM.

Enquiries:

For further information contact:

JTC Fund Managers (Guernsey) Limited*

Secretary

Tel:  [phone]

Numis Securities Limited

Nathan Brown, Corporate Broking

Tel: [phone]

* Formerly Anson Fund Managers Limited.

END OF ANNOUNCEMENT

E&OE - in transmission.

 

END

 

 

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