Result of AGM

RNS Number : 0810K

Real Estate Credit Inv. PCC Ltd

16 September 2016

 

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS OR INTO OR IN THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN.

16 September 2016

REAL ESTATE CREDIT INVESTMENTS PCC LIMITED (THE "COMPANY")

RESULT OF THE ANNUAL GENERAL MEETING

The Board of Directors of the Company is pleased to announce that, at the Annual General Meeting of the Company held today (the "AGM"), all resolutions were approved by shareholders on a show of hands.

The Company will therefore, subject to receiving the consent of the Guernsey Financial Services Commission and compliance with the other requirements of Guernsey law, cease to be a protected cell company, and become a non-cellular limited company, and will change its name from Real Estate Credit Investments PCC Limited to Real Estate Credit Investments Limited.

As announced on 1 July, Mr Chris Spencer had indicated his intention to stand down from the conclusion of the AGM and, accordingly, he retired from the Board immediately following today's meeting. At the AGM, Bob Cowdell, Chairman of RECI, thanked Chris for his loyal and valuable service to the Company over the ten years since its launch and welcomed Mr John Hallam as the new Chair of the Audit Committee.

-ENDS-

For further information please contact:

Broker:	Richard Crawley / Richard Bootle (Liberum Capital)	[phone]
Investor Relations:	Nicole Von Westenholz (Cheyne)	[phone]

Resolutions	Votes For / Discretionary	% of Vote	Against	% of Vote	Withheld	% of Vote
Ordinary business
1.   To receive and adopt the Directors' report and financial statements for the period ended 31 March 2016.	24,192,975	99.93	15,777	0.07	0	0
2.   To re-appoint Deloitte LLP as Auditors.	24,192,975	99.93	15,777	0.07	0	0
3.   To authorise the Directors to fix the remuneration of the Auditors.	24,208,752	100.00	0	0	0	0
4.   To re-elect Bob Cowdell as a Director.	24,142,496	99.73	66,256	0.27	0	0
5.   To re-elect Graham Harrison as a Director.	24,201,366	99.97	7,386	0.03	0	0
6.   To elect John Hallam as a Director.	24,208,752	100.00	0	0	0	0
7.   To elect Sarah Evans as a Director.	23,274,500	96.14	934,252	3.86	0	0
Special business
8.   Conditional upon the Company receiving the consent of the Guernsey Financial Services Commission in accordance with section 52(2) of the Companies (Guernsey) Law, 2008 (as amended) (the "Law"), to convert the Company into a non-cellular company limited by shares.	24,200,252	100.00	0	0	8,500	0.04
9.   In accordance with section 46(3) of the Law, to convert the Company into a non-cellular company limited by shares on the following terms: a.   That the name of the Company be changed to "Real Estate Credit Investments Limited" with effect from the conversion referred to above in Resolution 8 becoming effective ("the Effective Date") ; b.   That the memorandum of incorporation be altered in the following respects with effect on the Effective Date: (i)         paragraph 1 is amended to read: "The name of the Company is "Real Estate Credit Investments Limited"." (ii)         paragraph 4 is amended to read: "The Company is a non-cellular company within the meaning of section 2(1)(c) of the Companies (Guernsey) Law, 2008 (as amended)." c.   That the memorandum and articles of incorporation be and are hereby approved and adopted as the new articles of incorporation of the Company, with effect on the Effective Date, in substitution for and to the exclusion of the existing memorandum and articles of incorporation of the Company.	24,200,252	100.00	0	0	8,500	0.04
10.  To authorise the Company unconditionally and generally in accordance with the Companies Law to make market acquisitions (within the meaning of section 316 of the Companies Law) of up to 14.99 per cent of the Core Ordinary Shares on such terms and in such manner as the Directors may from time to time determine (the "Core Buy Back Authority").	24,208,752	100.00	0	0	0	0
11.  To authorise the Company unconditionally and generally in accordance with the Companies Law to make market acquisitions (within the meaning of section 316 of the Companies Law) of up to 14.99 per cent of the redeemable shares of no par value in the capital of the Core of Company ("Preference Shares") on such terms and in such manner as the Directors may from time to time determine.	24,208,752	100.00	0	0	0	0
Extraordinary business
12.  To disapply pre-emption rights in relation to 'equity securities' (as defined in the Articles), and authorise the Directors to allot and issue equity securities for cash pursuant to Article 5 of the Articles or by way of a sale of treasury shares as if Article 7 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 up to 10 per cent. of the total Core Ordinary Shares issued by the Company as at 16 August 2016, being the latest practicable date before publication of this Circular, and shall expire on the date of the Company's annual general meeting to be held in 2017 (unless previously renewed, varied or revoked by the Company in general meeting), save that the Company shall be entitled to make offers or agreements before the expiry of such power which would or might require equity securities to be allotted and issued after such expiry and the Directors shall be entitled to allot and issue equity securities pursuant to any such offer or agreement as if the power conferred hereby had not expired.	23,445,541	98.14	444,345	1.86	318,866	1.32

 

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