Result of AGM

RNS Number : 2052O

Atlantis Japan Growth Fund Ld

08 October 2012

 



ATLANTIS JAPAN GROWTH FUND LIMITED

(a closed-ended investment company incorporated in Guernsey with registration number 30709)

Result of Annual General Meeting

8 October 2012

At the Annual General Meeting ("AGM") held on 5 October 2012, all ordinary resolutions set out in the Notice of AGM which was sent to Shareholders dated on 31 August 2012, were duly passed.

At the same AGM noted above, the following Special Resolutions were also passed;

Special Resolution 1

The Company be generally and, subject as hereinafter appears, unconditionally authorised in accordance with section 315 of the Companies Law to make market acquisitions (within the meaning of section 316 of the Companies Law) of its issued Ordinary Shares, provided that:

i. the maximum number of Ordinary Shares hereby authorised to be purchased shall be 10,623,753 or, if less, that number of Ordinary Shares which is equal to 14.99 per cent. of the Company's issued Ordinary Share capital.

ii. The minimum price which may be paid for an Ordinary Share is £0.01.

iii. The maximum price which may be paid for an Ordinary Share will not exceed 5 per cent. above the average of the middle mart quotations (as derived from the Official List) for the 5 consecutive dealing days ending on the dealing day immediately preceding the date on which the purchase is made;

iv. The authority hereby conferred shall, unless renewed, expire at the conclusion of the Company's AGM in 2013;

v. The Company may make a contract to purchase Ordinary Shares under the authority hereby conferred prior to the expiry of such authority and may make a purchase of Ordinary Shares pursuant to any such contract concluded before the authority expired notwithstanding such expiry; and

vi. Any purchase of Ordinary Shares will be made in the market for cash at prices below the prevailing Asset Value per Ordinary Share.

Special Resolution 2

A. the directors of the Company be and are generally and unconditionally authorised to exercise all powers of the Company to issue Ordinary Shares, up to a maximum number of 23,624,091 Ordinary Shares, provided that such authority shall expire at the conclusion of the Company's AGM to be held in 2013 (save that the Company may prior to the expiry of such period make any offer or agreement which would or might require such Ordinary Shares to be issued after such expiry and the director of the Company may issued such Ordinary Shares in pursuance of any such offer or agreement as if the authority conferred hereby had not expired); and

B. the pre-emption rights granted to Shareholders pursuant to the Articles be disapplied in respect of up to 23,624,091 Ordinary Shares (representing one third of the Ordinary Share capital), for a period concluding on the date of the Company's AGM in 2013 (save that the Company may prior to the expiry of such period make any offer or agreement which would or might require such Ordinary Shares to be issued (or sold from treasury) after such expiry and the directors of the Company may issue (or sell from treasury) such Ordinary Shares in pursuance of any such offer or agreement as if the authority conferred hereby had not expired), unless such resolution is previously revoked by the Company's shareholders in general meeting, provided that this power shall be limited, in the case of Ordinary Shares sold from treasury, to the sale of Ordinary Shares at a price at no greater discount to the Net Asset Value than that at which they were purchased by the Company

Special Resolution 3

The Company be generally and, subject as hereinafter appears, unconditionally authorised in accordance with section 315 of the Companies Law to make market acquisitions (within the meaning of section 316 of the Companies Law) of its issued C Shares, provided that:

i. The maximum number of a relevant class of C Shares hereby authorised to be purchased shall be that number of the relevant class of C Shares which is equal to 14.99 per cent. of the Company's issued C Share capital of that class immediately following the admission to the Official List of the C Shares of that class to be issued;

ii. The minimum price which may be paid for a C Share is £0.01;

iii. The maximum price which may be paid for a C Share will not exceed 5 per cent. above the average of the middle market quotations (as derived from the Official List) for the 5 consecutive dealing days ending on the dealing day immediately preceding the date on which the purchase is made;

iv. The authority hereby conferred shall, unless renewed, expire at the conclusion of the Company's AGM in 2013;

v. The Company may make a contract to purchase C Shares under the authority hereby conferred prior to the expiry of such authority and may make a purchase of C Shares pursuant to any such contact concluded before the authority expired not withstanding such expiry; and

vi. Any purchase of C Shares will be made in the market for cash at prices below the prevailing Net Asset Value attributable to the relevant C Share class divided by the number of C Shares of that class then in issue.

In accordance with Listing Rule 9.6.2 the special resolutions passed at the AGM has been submitted to the National Storage Mechanism and will shortly be available for inspection at http://www.hemscott.com/nsm.do.

All Enquiries:

The Company Secretary

Northern Trust International Fund Administration Services (Guernsey) Limited

Company Secretary

Email:               [e-mail]

 

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