Result of AGM

RNS Number : 1227P

Macau Property Opportunities Fund

14 November 2016

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES, AUSTRALIA, SOUTH AFRICA, CANADA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

14 November 2016

Macau Property Opportunities Fund Limited

("MPO" or the "Company")

Results of Annual General Meeting

The Board of Directors of MPO announces the results of its Annual General Meeting of the Company held today, 14 November 2016, as follows:

Resolutions 1 to 6 - Ordinary business of the Annual General Meeting

All resolutions were approved by shareholders on a show of hands.

Resolution 7 - Special business - Market purchases

The resolution was approved by shareholders on a show of hands.

Resolution 8 - Extraordinary Resolution - Discontinuation Vote

The resolution that the Company cease to continue as presently constituted, as outlined in the AGM circular to shareholders dated 12 October 2016 (the "Circular"), was not passed by shareholders.    

Resolution 9 - Special Resolution - New Articles

The resolution to adopt new Articles of Incorporation which incorporate amendments to provide for an annual continuation vote, the first such vote being proposed at the annual general meeting of the Company to be held in November 2018, and update the Articles of Incorporation for amendments to the Guernsey Law which came into effect in September 2015, as outlined in the Circular, has been passed by shareholders on a show of hands. The Company will therefore continue as described within the Circular.

Resolution 10 - Ordinary Resolution - Management Agreement

The resolution to make various amendments to the management agreement between the Company and Sniper Capital Limited, as outlined in the Circular, has been passed by shareholders on a show of hands in accordance with the Related Party requirements of the Listing Rules.

The result of proxy votes received by the Company in respect of each resolution is set out below:

Resolution	Votes For / Discretionary	% of Vote	Against	% of Vote	Withheld	% of Vote
Ordinary business
1.          To receive and adopt the audited accounts, the Directors' Report, and the Auditor's Report for the year ended 30 June 2016.	57,953,180	98.40%	21,391	0.03%	923,820	1.57%
2.          To approve the Directors' Remuneration Report for the year ended 30 June 2016.	57,969,536	98.42%	9,450	0.02%	919,405	1.56%
3.          To re-appoint Ernst & Young LLP, who have indicated their willingness to act, as auditors of the Company to hold office until the conclusion of the next annual general meeting of the Company.	57,962,629	98.41%	7,074	0.01%	928,688	1.58%
4.          To authorise the Directors to determine the remuneration of Ernst & Young LLP.	57,984,021	98.45%	0	0.00%	914,370	1.55%
5.          To re-appoint Alan Clifton, who retires as a Director of the Company, in accordance with the AIC Code and Article 20.3 of the Articles.	57,697,121	97.96%	7,073	0.01%	1,194,197	2.03%
6.          To re-appoint Thomas Ashworth, who retires as a Director of the Company, in accordance with the AIC Code, Article 20.3 of the Articles and Listing Rules 15.2.12A(1) and 15.2.13A.	56,957,203	96.70%	1,026,818	1.75%	914,370	1.55%
Special business
7.          That the Company in accordance with Section 315 of The Companies (Guernsey) Law, 2008 (as amended) (the "Law") be approved to make market purchases (as defined in Section 316 of the Law) of its own ordinary shares either for retention as treasury shares or for cancellation, provided that: (i)         the maximum number of ordinary shares authorised to be purchased is the lower of 11,457,301 ordinary shares and 14.99 per cent of the ordinary shares in issue immediately following the passing of this resolution; (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 is an amount equal to the higher of: (a) 105 percent of the average of the middle market quotations for an ordinary share as derived from the London Stock Exchange Daily Official List for the five Business Days immediately preceding the day on which that ordinary share is purchased; and (b) either the higher of the price of the last independent trade and the highest current independent bid at the time of purchase; (iv)       subject to paragraph (v) below, such authority shall expire at the next annual general meeting of the Company unless such authority is varied, revoked or renewed prior to such date by a special resolution of the Company in general meeting; (v)        notwithstanding paragraph (iv), the Company may make a contract to purchase ordinary shares under such authority prior to its expiry which will or may be executed wholly or partly after its expiration and the Company may make a purchase of ordinary shares pursuant to any such contract.	57,984,021	98.45%	0	0.00%	914,370	1.55%
Discontinuation vote
8.          That the Company should cease to continue as presently constituted.	4,252,615	7.22%	54,645,547	92.78%	229	0.00%
New Articles Resolution
9.          That conditional on Resolution 8 above NOT being passed, the New Articles, as described in the shareholder circular dated 12 October 2016 of which this Notice of Annual General Meeting forms a part, be and are hereby adopted (to the exclusion of, and in substitution for, the existing Articles) as the articles of incorporation of the Company.	58,147,767	98.62%	816,331	1.38%	229	0.00%
Management Agreement Resolution
10.        THAT conditional on Resolution 8 above NOT being passed, the amendments to the management agreement between the Company and Sniper Capital Limited dated 30 May 2006 (as amended on 12 March 2014 and 26 March 2015), as described in the shareholder circular dated 12 October 2016 of which this Notice of Annual General Meeting forms a part, be and are hereby approved.	45,454,552	77.09%	816,331	1.38%	12,693,444	21.53%

In accordance with Listing Rule 9.6.2, copies of the resolutions (other than those comprising the ordinary business of the Annual General Meeting) have been sent to the National Storage Mechanism.

For further information:

Investor Relations

Sniper Capital

Doris Boo

Tel: [phone]

Public Relations

MHP Communications

Andrew Jaques / Simon Hockridge / Kelsey Traynor

Tel: [phone]

Company Secretary & Administrator

Heritage International Fund Managers

Mark Huntley / Laurence McNairn

Tel: [phone]

Corporate Broker

Liberum Capital

Richard Crawley / Richard Bootle

Tel: [phone]

 

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