Result of EGM

RNS Number : 1645D

Acorn Income Fund Ld

24 April 2013

 



ACORN INCOME FUND LIMITED (THE "COMPANY")

RESULT OF EXTRAORDINARY GENERAL MEETING, ADJOURNED CLASS MEETING AND FUND RAISING INTENTIONS

On 22 March 2013 the Company announced that it had convened the Extraordinary General Meeting and the Class Meeting of the ZDP Shareholders to consider, inter alia, authority to issue New Ordinary Shares and New ZDP Shares.

The Company is pleased to announce that all resolutions proposed at the Extraordinary General Meeting and Class Meeting have been passed and that the Company has therefore been granted authority to issue up to 14 million New Ordinary Shares and up to 19 million New ZDP Shares on a non pre-emptive basis, subject to the conditions set out in the Company's circular dated 22 March 2013. Details of the resolutions and voting can be found below.

The Proposals were designed to enable the Company to issue New Ordinary Shares and New ZDP Shares in response to market demand on an ad hoc basis or by way of a series of new placings or offers for subscription.

The Company has instructed the Company's advisers to develop proposals for an initial placing and offer for subscription. Details of the proposals are intended to be finalised and announced in early May 2013, but indicatively it is currently intended that the Company will seek to raise up to £30 million of gross proceeds through issues by the end of May 2013 of New Ordinary Shares and New ZDP Shares on a basis to maintain the Company's current capital structure. It is intended that any New Ordinary Shares would be priced at their prevailing NAV and that any New ZDP Shares would be priced to generate a gross redemption yield of 5% per annum in the event that their Final Capital Entitlement was met on 31 January 2017.

Institutional investors wishing to consider a participation in a placing should contact Numis Securities Limited, the Company's corporate broker.  Any offer for subscription published by the Company would be available, subject to the terms and conditions, to individual Shareholders and potential investors.

RESULT OF EXTRAORDINARY GENERAL MEETING

Ordinary Resolutions

The Company advises that for the ordinary resolutions put to holders of Ordinary Shares at the Extraordinary General Meeting held on 24 April 2013 valid proxy appointments were made in respect of 1,404,121 voting shares and voting was as follows:

1. IT WAS RESOLVED THAT the Directors of the Company be and they are hereby generally and unconditionally authorised in accordance with the Articles to exercise all powers of the Company to issue New Ordinary Shares in the Company PROVIDED THAT:

1.       such powers shall be limited to issue up to the aggregate nominal amount of £140,000; and

2.       the authority hereby conferred shall expire at the conclusion of the annual general meeting of the Company held in 2014 unless such authority is 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 would or might require New Ordinary Shares to be issued after such expiry and the Directors may issue New Ordinary Shares after such expiry in pursuance of such offer or agreement as if the authority conferred hereby had not expired).

(1,404,121 votes cast, 1,403,903 in favour, 218 against and none withheld.)

2. IT WAS RESOLVED THAT, subject to and conditional on the ZDP Resolution being passed, the Directors of the Company be and they are hereby generally and unconditionally authorised in accordance with the Articles to exercise all powers of the Company to issue New ZDP Shares in the Company PROVIDED THAT:

1.     such powers shall be limited to issue up to the aggregate nominal amount of £190,000 in circumstances where the Cover Test is met or Cover is maintained or is otherwise increased, in each case, immediately following such issue; and

2.     the authority hereby conferred shall expire at the conclusion of the annual general meeting of the Company held in 2014 unless such authority is 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 would or might require New ZDP Shares to be issued after such expiry and the Directors may issue New ZDP Shares after such expiry in pursuance of such offer or agreement as if the authority conferred hereby had not expired).

 (1,404,121 votes cast, 1,399,503 in favour, 218 against and 4,400 withheld.)

3. IT WAS RESOLVED THAT, subject to and conditional upon the passing of Resolution 1, the Company be and is hereby authorised to issue up to 14 million New Ordinary Shares at a discount to the prevailing Net Asset Value per Ordinary Share PROVIDED THAT the authority hereby conferred shall be limited to issues of New Ordinary Shares at a discount to the prevailing Net Asset Value per Ordinary Share at the same time as New ZDP Shares are issued at a premium to Net Asset Value such that the combined effect of the issue of New Ordinary Shares at a discount to the prevailing Net Asset Value per Ordinary Share and the issue of New ZDP Shares at a premium to Net Asset Value is that (i) Net Asset Value per Ordinary Share is thereby increased; and (ii) gearing is not thereby increased.

(1,404,121 votes cast, 1,403,903 in favour, 218 against and none withheld.)

Special Resolutions

The Company advises that for the special resolutions put to holders of Ordinary Shares at the Extraordinary General Meeting held on 24 April 2013 valid proxy appointments were made in respect of 1,404,121 voting shares and voting was as follows:

4. IT WAS RESOLVED THAT, subject to and conditional upon the passing of Resolution 1, the Directors be and are hereby empowered to issue up to 14 million New 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 in 2014 unless such authority is 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 New Ordinary Shares to be issued after such expiry and the Directors may issue New Ordinary Shares after such expiry in pursuance of such offer or agreement as if the authority conferred hereby had not expired).

(1,404,121  votes cast, 1,399,503 in favour, 4,618 against and none withheld.)

5. IT WAS RESOLVED THAT in accordance with regulation 2 of the Companies (Transitional Provisions) Regulations, 2008 and to ensure compliance with section 15(2) of the Companies Law, the Memorandum of Association of the Company be amended:

(a)        by deleting paragraphs 5 to 8 inclusive in their entirety;

(b)        by inserting a new paragraph 5 as follows:

   "5. The Company is a non-cellular company."

and so as to incorporate all conforming changes to the new Memorandum of Incorporation attached hereto and marked "A" for the purposes of identification.

(1,404,121 votes cast, in favour, and none withheld.)

6. IT WAS RESOLVED THAT, pursuant to Section 38(5) of the Companies Law, the Memorandum of Association be amended so that the objects of the Company be replaced in their entirety with the statement that "the objects and powers of the Company are not restricted" and the following clauses are renumbered accordingly to allow for such insertion.

(1,404,121 votes cast, all in favour, and none withheld.)

7. IT WAS RESOLVED THAT in accordance with section 42(1) of the Companies Law, the new Articles of Incorporation of the Company attached hereto and marked "B" for the purposes of identification, be approved and adopted as the new Articles of Incorporation of the Company, in substitution for and to the exclusion of all existing Articles of Association of the Company, which are hereby deleted in their entirety.

(1,404,121 votes cast, all in favour, and none withheld.)

RESULT OF ADJOURNED CLASS MEETING

Ordinary Resolution

The Company advises that for the ordinary resolution put to holders of Zero Dividend Preference ("ZDP") Shares at the Class Meeting held on 24 April 2013 valid proxy appointments were made in respect of 7,029,025 voting shares and voting was as follows:

IT WAS RESOLVED THAT the holders of the ZDP Shares hereby sanction and consent to the passing and carrying into effect, as an ordinary resolution of the Company, of Resolution 2 contained in the Notice of Extraordinary General Meeting of the Company dated 22 March 2013 and any variation or abrogation and/or deemed variation or abrogation of the rightsattached to the ZDP Shares which will, or may, result from the passing and carrying into effect of such resolution.

(7,029,025 votes cast, all in favour, and none withheld.)

IMPORTANT INFORMATION

Defined terms used in this announcement shall, unless the context otherwise requires, have the same meanings set out in the Company's circular dated 22 March 2013.

This announcement and the information contained herein is not for publication, release or distribution, directly or indirectly, in or into the United States, Australia, Canada, Japan or South Africa or any jurisdiction in which the same would be unlawful.

This announcement is for information purposes only and does not constitute an invitation to subscribe for or otherwise acquire or dispose of securities in the Company in any jurisdiction. The information contained in this announcement is for background purposes only and does not purport to be full or complete. This announcement does not constitute or form part of any offer to issue or sell, or any solicitation of any offer to subscribe or purchase, any investments nor shall it (or the fact of its distribution) form the basis of, or be relied on in connection with, any contract therefor.

Numis Securities Limited ("Numis"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting for the Company and is acting for no-one else in connection with any issues of Shares and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for providing advice in relation to any issues of Shares or any other matter referred to herein. To the fullest extent permitted by law recipients agree that Numis shall not have any liability (direct or indirect) for or in connection with this announcement or any matters arising out of or in connection herewith. Numis has not authorised the contents of, or any part of, this announcement.

For further information contact:

Anson Fund Managers Limited

Secretary

Tel: [phone]

Numis Securities Limited

Nathan Brown, Corporate Broking

David Luck, Sales

Tel: [phone]

24 April 2013

E&OE - in transmission

 

END

 

 

REGIIMATMBATBPJ