Results of General Meeting

RNS Number : 1075A

BlueCrest AllBlue Fund Ltd

14 February 2014

 



BLUECREST ALLBLUE FUND LIMITED (the "Company")

RESULTS OF GENERAL MEETING

In accordance with the Principle 19 of the AIC Code of Corporate Governance, the Company advises that for the Extraordinary General Meeting held on Friday 14 February 2014 valid proxy appointments were made in respect of 218,905,366 voting shares and voting was as follows:

ORDINARY RESOLUTION

Resolution 1 - THAT pursuant to section 160(2) of The Companies (Guernsey) Law, 2008, as amended , to the extent that it is required, the actions taken by the board at its meeting held on 30 December 2013 for the purposes of declaring a distribution by way of a reduction of capital standing to the credit of ten (10) non-redeemable ordinary shares in the capital of the Company (the "Non-Redeemable Shares") and the cancellation of the Non-Redeemable Shares be and are hereby confirmed, adopted, ratified and approved in all respects. (218,766,652 votes cast in favour, nil votes cast against and 486,528 votes withheld).

SPECIAL RESOLUTIONS

Resolution 2 - THAT pursuant to Resolution 1 and Article 8(4) of the Company's articles of incorporation (the "Articles"), the Company reduce as at 30 December 2013 its share capital by the cancellation of the Non-Redeemable Shares and the Company approve the new authorised share capital of the Company as an unlimited number of unclassified shares of no par value. (218,766,652 votes cast in favour, nil votes cast against and 486,528 votes withheld).

Resolution 3 - THAT the memorandum of association of the Company and the Articles be and are hereby amended as follows:

(i) That the words "ten Non-Redeemable Ordinary Shares of no par value and" be deleted from

clause 5 of the memorandum of association of the Company;

(ii) The definition of "Non-Redeemable Ordinary Shares" in Article 2 be deleted in its entirety;

(iii) Article 6(1) be amended by deleting the following words: "ten Non-Redeemable Ordinary Shares of no par value and";

(iv) Article 6(2) shall be deleted in its entirety;

(v) Article 47(3) be deleted in its entirety and replaced with the following: "save as described in Article 6.A.3, holders of C Shares will not have the right to attend, receive notice of, or vote at general meetings of the Company; and"; and

(vi) Article 131 (E) be deleted in its entirety.

(218,766,652 votes cast in favour, nil votes cast against and 486,528 votes withheld).

It should be noted that a vote withheld is not a vote in law and will not be counted in the calculation of the proportion of the votes for and against each resolution.

Following the approval of shareholders of these resolutions, the Company would be capable of qualifying as an investment trust if it was resident in the UK.  As such, the Board believes that the changes to the Financial Conduct Authority ("FCA") rules relating to the restrictions on the retail distribution of unregulated collective investment schemes and close substitutes which came into effect on 1 January 2014 should not affect the retail distribution of its shares.  It is the intention of the Board that the Company will continue to be operated going forward in such a manner as to ensure that the shares are not categorised as non-mainstream pooled investments and that, accordingly, the shares can continue to be recommended by IFAs to ordinary retail investors in accordance with the FCA's rules.

The Board is, however, aware that no formal guidance has yet been issued by the FCA in relation to the application of these rules to non-UK companies and that the rules may be subject to further change.  The Board will assess any future changes to the rules as they arise and will communicate any further implications for the Company and its securities via a subsequent RIS announcement.

For further information contact:

JTC Fund Managers (Guernsey) Limited

Secretary

Tel:  [phone]

14 February 2014

END OF ANNOUNCEMENT

E&OE - in transmission.

 

END

 

 

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