AGM Statement

RNS Number : 9538J

Martin Currie Global Portfolio Tst

18 June 2014

 



SPECIAL RESOLUTIONS

OF

MARTIN CURRIE GLOBAL PORTFOLIO TRUST plc

("the Company")

(Registered No. SC192761)

    PASSED on 18 June 2014

At the fifteenth Annual General Meeting of Martin Currie Global Portfolio Trust plc, held at Saltire Court, 20 Castle Terrace, Edinburgh EH1 2ES, on Wednesday, 18^th June 2014 the following resolutions No. 8,  9 and 10 were passed as special resolutions.

Special resolution no. 8

That, pursuant to Article 12 of the Articles of Association of the company and in accordance with s701 of the Companies Act 2006 (the 'Act') and in substitution for any existing authority the company be and is hereby generally and unconditionally authorised to make market purchases (within the meaning of s693(4) of the Act) of ordinary shares of 5p each in the capital of the company provided that:

(a) the maximum number of ordinary shares hereby authorised to be purchased is 15,510,928 (or, if less, 14.99% of the number of ordinary shares in issue (excluding treasury shares) immediately prior to the passing of this resolution;

(b) the minimum price which may be paid for an ordinary share is 5 pence, which amount shall be exclusive of expenses;

(c) the maximum price (exclusive of expenses) which may be paid for an ordinary share shall be not more than the higher of (i) 5% above the average of the mid-market quotations for an ordinary share of the company as derived from the Daily Official List of the London Stock Exchange for the five business days immediately preceding the date of purchase; and (ii) that stipulated by Article 5(1) of the Buyback and Stabilisation Regulation (EC 2273/2003);

(d) the authority hereby conferred shall expire 15 months after the date of passing of this resolution or at the conclusion of the next annual general meeting of the company following the passing of this resolution, whichever first occurs, unless such authority is renewed, issued or revoked prior to such time; and

(e) the company may conclude a contract to purchase ordinary shares under the authority hereby conferred prior to the expiry of such authority which will or may be executed wholly or partly after the expiry of such authority and may make a purchase of ordinary shares in pursuance of any such contract as if the authority hereby confirmed had not expired.

Special resolution no. 9

That the directors be and they are hereby empowered in accordance with s571 of the Companies Act 2006 to allot equity securities (as defined in s560 of the Act) where they are generally authorised pursuant to the authority to allot equity securities conferred upon them by resolution 9 and/or to sell ordinary shares held by the company as treasury shares for cash as if s561 of the Act did not apply provided that the power conferred by this resolution shall be limited to the allotment of equity securities having a nominal amount not exceeding in aggregate £517,376 (being an amount equal to 10% of issued equity share capital as at 1 April 2014; being the latest practicable date before the date of this notice) and to the sale of any ordinary shares held in the treasury. Unless previously varied, revoked or renewed, the authority hereby conferred shall expire at the conclusion of the annual general meeting of

the company in 2015, save that the company may, before the expiry of any power contained in this resolution, make an offer or agreement which would or might require equity securities to be allotted after such expiry and the director may allot equity securities in pursuance of such an offer or agreement as if the power conferred hereby had not expired.

Special resolution no. 10

That the directors be authorised for the purpose of paragraph 15.4.11 of the Listing Rules of the United Kingdom Listing Authority to sell or transfer out of treasury equity securities for cash at a price below the net asset value per share of the existing ordinary shares in issue (excluding treasury shares) pursuant to the authority conferred by this resolution provided that:

(a) the discount at which such equity securities are sold or transferred out of treasury is always less than the average discount at which the equity securities held in treasury have been purchased;

(b) equity securities are sold or transferred out of treasury at no greater than an absolute discount of 5%; and

(c) a cap of 0.5% per year be set on the dilutive impact of re-issuing shares out of treasury.

(d) shares will be held in treasury for a maximum period of 12 months, after which they will be cancelled.

Registered office                                                               

Saltire Court                                                                       

20 Castle Terrace                                                               Martin Currie Investment Management Limited

Edinburgh                                                                             For the Company Secretaries

EH1 2ES                                                                                                 18 June 2014

 

END

 

 

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