Result of AGM

RNS Number : 2609E

ICG-Longbow Snr Sec UK Prop DebtInv

02 July 2019

 

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

2 July 2019

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

Results of AGM

The Company is pleased to announce that at the sixth AGM held at 2.00 p.m. today, 2 July 2019 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*
9 - Extraordinary	69,654,534	101,500	0
10 - Special	69,681,034	75,000	0
11 - Special	69,756,034	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

Proposed as extraordinary resolutions:

9.   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 Company's Articles or by way of a sale of treasury shares for cash as if the pre-emption provisions contained in article 6.2 of the Company's Articles did not apply to any such allotment and issue or sale provided that this power shall be limited to the allotment and issue of such number of Ordinary Shares (as defined in the Company's 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 that is 15 months after 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 2020 (unless previously renewed, revoked or varied by the Company by extraordinary resolution) save that, in each case, the Company may make an offer or agreement before the authority expires 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

Proposed as a special resolutions:

10. 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 United Kingdom Financial Conduct 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 2020 (unless previously renewed, revoked or varied by the Company by special 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.

11. That the amendments to the Company's Articles set out in the amended Articles of the Company tabled by the Chairman at the Annual General Meeting be and are hereby approved and adopted.

The full text of each resolution and a summary of proxy votes received will shortly be available on the Company's website and will also be submitted to the National Storage Mechanism for inspection at http://www.morningstar.com/ 

Enquiries:

Estera International Fund Managers (Guernsey) Limited:
Louise Manklow	[phone]
Cenkos Securities plc:
Will Rogers Alex Collins	[phone]
Maitland Consultancy Limited:
Seda Ambartsumian ICG Longbow: Martin Wheeler	[phone] [phone]

Further information on the Company can be found on its website at http://www.lbow.co.uk/   

ICG Longbow LEI: 2138008BKBH3OP2CA764

 

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