Result of AGM

RNS Number : 7449G

ICG-Longbow Snr Sec UK Prop DebtInv

31 May 2017

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN.

31 May 2017

ICG-Longbow Senior Secured UK Property Debt Investments Limited (the "Company")

Results of AGM

The Company is pleased to announce that at the fourth AGM held at 2.00 p.m. today, 31 May 2017, each of the Resolutions was duly passed without amendment. 

In accordance with LR 9.6.18, details of those resolutions passed, which were not "ordinary" business of the AGM, follow:

Resolution	Votes For (including discretionary)	Votes Against	Votes Withheld*
10 - Extraordinary	52,112,107	2,367,229	0
11 - Extraordinary 12 - Special	54,475,036 54,479,336	4,300 0	0 0

*A vote withheld is not a vote in law and is therefore not counted towards the proportion of votes "for" or "against" the Resolution.

The full wording of these resolutions can be found below:-

Extraordinary Resolutions

To be proposed as extraordinary resolutions:

10.  That the directors be and are hereby authorised to allot and issue or make offers or agreements to allot and issue equity securities (as defined in the Company's articles of incorporation ("Articles")) for cash pursuant to article 4.4 of the Articles or by way of a sale of treasury shares as if article 6.2 of the Articles did not apply to any such allotment and issue provided that this power shall be limited to up to an aggregate 100,000,000 C Shares (as defined in the Articles), such authority to expire on the date which is 15 months from the date of the passing of this resolution or, if earlier, at the end of the Annual General Meeting of the Company to be held in 2018 (unless previously renewed, revoked or varied by the Company by special resolution) save that the Company may, before such expiry, make an offer or agreement which would or might require C Shares to be allotted and issued after such expiry and the directors may allot and issue C Shares in pursuance of such an offer or agreement as if the authority conferred by this resolution had not expired.

11.  That the directors be and are hereby authorised to allot and issue or make offers or                       agreements to allot and issue equity securities (as defined in the Company's Articles) for cash pursuant to article 4.4 of the Articles or by way of a sale of treasury shares as if article 6.2 of the Articles did not apply to any such allotment and issue provided that this power shall be limited to the allotment and issue of such number of Ordinary Shares (as defined in the Articles) as is equal to 9.99 per cent. of the number of Ordinary Shares in issue as at the latest practicable date prior to the publication of this document (and after giving effect to the exercise of any warrants, options or other convertible securities outstanding as at such date) such authority to expire on the date which is 15 months from the date of the passing of this resolution or, if earlier, at the end of the Annual General Meeting of the Company to be held in 2018 (unless previously renewed, revoked or varied by the Company by extraordinary resolution) save that the Company may, before such expiry, make an offer or agreement which would or might require equity securities to be allotted and issued after such expiry and the directors may allot and issue equity securities in pursuance of such an offer or agreement as if the authority conferred by this resolution had not expired, and such authority shall be in addition to any other such authority in respect of the allotment and issue of Ordinary Shares granted to the directors from time to time.

Special Resolutions

To be proposed as a special resolutions:

12.  That the Company be and is hereby authorised, in accordance with the Companies (Guernsey) Law, 2008, as amended (the "Companies Law"), subject to the Listing Rules made by the UK Listing Authority and all other applicable legislation and regulations, to make market acquisitions (within the meaning of section 316 of the Companies Law) of its own Ordinary Shares (as defined in the Company's Articles) which may be cancelled or held as treasury shares, provided that:

i)        the maximum number of Ordinary Shares authorised to be purchased under this authority shall be a number equal to 14.99 per cent. of the Ordinary Shares (excluding treasury shares) in issue as at the latest practicable date prior to the date of publication of this document;

ii)       the minimum price (exclusive of expenses) which may be paid for an Ordinary Share shall be £0.01 pence per Ordinary Share;

iii)      the maximum price (exclusive of expenses) which may be paid for an Ordinary Share shall be not more than an amount equal to the higher of (i) 5 per cent. above the average mid-market value of the Company's Ordinary Shares 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 current independent bid for Ordinary Shares on the trading venues where the purchase is carried out,

such authority to expire on the date which is 15 months from the date of passing of this resolution or, if earlier, at the end of the Annual General Meeting of the Company to be held in 2018 (unless previously renewed, revoked or varied by the Company by ordinary resolution) save that the Company may make a contract to acquire Ordinary Shares under this authority before its expiry which will or may be executed wholly or partly after its expiration and the Company may make an acquisition of Ordinary Shares pursuant to such a contract.

For further information, please contact:

Heritage International Fund Managers Limited:
Mark Huntley James Christie	[phone]
Cenkos:
Will Rogers	[phone]
Alex Collins
Maitland Consultancy Limited:
Rebecca Mitchell	[phone]

Further information on the Company can be found on its Investment Manager's website at http://www.icglongbow.co.uk.

 

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