Result of AGM
Close AllBlue Fund Limited
14 May 2007
CLOSE ALLBLUE FUND LIMITED (the 'Company')
RESULT OF ANNUAL GENERAL MEETING
At the Annual General Meeting of the Company held today, all the Resolutions
detailed in the Notice of Meeting were duly passed including the following
special business:
1. Approval of the Company's investing strategy (in accordance with the
AIM Rules and the requirements of the Channel Islands Stock Exchange) as
follows:
The investment objective of the Company is to seek to provide
consistent long-term capital growth through an investment policy of investing
substantially all of its assets in AllBlue Limited ('AllBlue') or any successor
vehicle of AllBlue.
2. Resolution that the Company be authorised, in accordance
with section 5 of The Companies (Purchase of Own Shares) Ordinance 1998 (the
'Ordinance'), to make market purchases (within the meaning of section 18 of the
Ordinance) of shares of no par value each ('Shares'), provided that:
(a) the maximum number of Shares hereby authorised to be purchased
shall be 14.99 per cent of each class of Shares in issue on the date on which
this resolution is passed;
(b) the minimum price which may be paid for a Share shall be 1p;
(c) the maximum price which may be paid for a Share shall be not
more than 99 per cent. of the last published confirmed net asset value of such
Shares at the date of purchase; and
(d) unless previously varied, revoked or renewed, the authority
hereby conferred shall expire at the conclusion of the Annual General Meeting of
the Company to be held in 2008, save that the Company may, prior to such expiry,
enter into a contract to purchase Shares under such authority and may make a
purchase of Shares pursuant to any such contract.
3. Resolution as a Special Resolution to adopt the following
new Article 14(A) to the Company's Articles of Association:
(1) Where a person either:-
(a) to his knowledge acquires a material interest in Shares, or increases
his interest in Shares, or ceases to be interested in Shares in which he was
previously interested; or
(b) becomes aware that he has acquired a material interest in Shares, or
that he has increased his interest in Shares, or that he has ceased to be
interested in Shares in which he was previously interested; or
(c) acquires, increases or reduces the voting rights at general meetings
of the Company which he holds as a shareholder or controls through his direct
or indirect holding of financial instruments linked to Shares in the Company or
a combination of such holdings;
then, if the aggregate number of Shares in which he has a material
interest is equal to, or more than, 3 per cent. of the number of Shares in
issue, or is increased above the number previously notified to the Company, or
if the percentage of voting rights (described in (c) above) reaches, exceeds or
falls below 5%, 10%, 15%, 20%, 25%, 30%, 50% and 75%, he shall be obliged,
without delay, to make a notification to the Company of such fact and the
Company shall enter the details of such notice upon the register of interested
parties described in Article 14(3) and shall make such announcement or
disclosure of such notification as may be required by the rules of any stock
exchange or securities exchange or market on which the Shares are listed or
admitted to trading.
(2) A 'material interest' is any interest other than an interest which a
person authorised to manage investments belonging to another has by virtue of
having the management of such investments under an agreement in or evidenced in
writing.
(3) The notification must specify the share capital to which it relates and the
percentage of the voting rights at general meetings of the Company attaching to
such interest and must also, either, state the number of Shares in which the
person making the notification knows he had a material interest immediately
after the time when the obligation arose and the identity of each registered
holder of Shares to which the notification relates and the number of Shares
held by each of them, or, in a case where the person no longer has or has
reduced his notifiable interest in the Shares, state that he no longer has or,
as the case may be, has reduced that interest.
(4) For the purposes of this Article 14(A), a person shall be treated as
being interested in any Shares held by a person or company that is:-
(a) the family of such a person which shall include his or her spouse or
civil partner and any child where such child is under the age of eighteen years;
(b) the trustees (acting as such) of any trust of which the individual or
any of the individual's family is a beneficiary or discretionary object
(other than a trust which is either an occupational pension scheme as defined in
regulation 3 of the Financial Services and Markets Act 2000 (Regulated
Activities) Order 2001 of the United Kingdom, or an employees' share scheme
which does not, in either case, have the effect of conferring benefits on
persons all or most of whom are related parties);
(c) any company in whose equity shares such a person individually or taken
together with his or her family (or, if a director, individually or taken
together with his family and any other director of that company) are directly
or indirectly interested (or have a conditional or contingent entitlement to
become interested) to the extent that they are or could be able:-
(i) to exercise or control the exercise of 30% or more of the votes
(excluding treasury shares)able to be cast at general meetings on
all, or substantially all, matters; or
(ii) to appoint or remove directors holding a majority of voting rights
at board meetings on all, or substantially all, matters;
(d) any other company which is its subsidiary undertaking, parent
undertaking or subsidiary undertaking of its parent undertaking;
(e) any company whose directors are accustomed to act in accordance
with that person's directions or instructions;
(f) any company in the capital of which that person, either alone or
together with any other company within (d) or (e) or both taken together, is
(or would on the fulfilment of a condition or the occurrence of a contingency
be) interested in the manner described in (c).
For further information contact:
Anson Fund Managers Limited
Company Secretary
Tel: Guernsey 01481 722260
Howard Myles
Ernst & Young LLP
Nominated Advisor
Tel: 0207 951 5324
14 May 2007
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