Result of AGM

Fair Oaks Income Limited

08 June 2023

 

8 June 2023

Fair Oaks Income Limited

(Incorporated in Guernsey under The Companies (Guernsey) Law, 2008, as amended, with registered number 58123 and registered as a Registered Closed-ended Collective Investment Scheme with the Guernsey Financial Services Commission)

Result of Annual General Meeting

Fair Oaks Income Limited (the "Company") announces that, at the Annual General Meeting of the Company held earlier today, ordinary resolutions 1 to 8 were passed on a poll. Extraordinary resolution 9 did not achieve the 75% majority of votes cast in favour in order to pass and therefore resolution 10 was not proposed.

The Directors note that less than half of the issued share capital was voted and is disappointed with this low turnout.

The Board notes that a substantial number of shares were voted against resolutions 2, 3 and 4 regarding the re-election and election of the Directors by a single shareholder. The Directors will be consulting with this shareholder in order to understand their reasons for voting in this way and to consider any action that should be taken as a consequence.

Through resolution 9 the Directors were seeking authority for the disapplication of pre-emption rights in respect of a total of up to approximately 10 per cent. of the existing 2021 Shares in issue. The Board believes the passing of this resolution would have been in the best interests of Shareholders given shares would only have been issued at a premium to the Company's prevailing net asset value. However, given that the Company's shares are currently trading at a discount to the Company's net asset value, the Directors do not believe that the failure to pass the issuance resolution will be restrictive to the Company in the near term.

The proxy votes received by the Company were as follows:

Resolution	For		Against		Withheld*
	Votes	%	Votes	%	Votes
1.       Financial Statements and Directors' Report for the year ended 31 December 2022	214,427,357	100	0	0	29,766
2.       Re-election of Claudio Albanese as a Director	114,266,138	53.28	100,161,219	46.72	29,766
3.       Re-election of Jonathan Bridel as a Director	114,266,138	53.28	100,161,219	46.72	29,766
4.       Election of Fionnuala Carvill as a Director	142,448,100	66.42	71,979,257	33.58	29,766
5.       Re-appointment of KPMG as Auditor	186,228,195	86.85	28,199,162	13.15	29,766
6.       Authorise the Directors to determine the remuneration of the Auditor	214,423,049	99.99	4,308	0.01	29,766
7.       Approval of the dividend policy	214,406,357	99.99	21,000	0.01	29,766
8.       Authority to make market purchases of the Company's Realisation Shares and 2021 Shares	198,631,349	92.63	15,796,008	7.37	29,766
9.       Authority to issue up to 39.4 million 2021 Shares	142,353,517	66.38	72,068,660	33.62	34,946
10.    Authority to issue up to a further 39.4 million 2021 Shares	Withdrawn

*A vote withheld is not a vote in law and is therefore not counted towards the proportion of votes "For" or "Against" the resolution. Resolutions 1 to 8 were proposed as Ordinary Resolutions and resolutions 9 and 10 were proposed as Extraordinary Resolutions.

In accordance with LR 9.6.18, details of those resolutions passed at the AGM that were not in the ordinary course of business are detailed below.

8.      THAT the Company be and is hereby generally and unconditionally authorised in accordance with Section 315 of The Companies (Guernsey) Law, 2008 (as amended) (the "Law") (subject to all applicable legislation and regulations) to make market acquisitions (as defined in the Law) of its 2021 Shares and of its Realisation Shares in issue, provided that:

a.     the maximum number of 2021 Shares hereby authorised to be purchased is 14.99 per cent. per annum of the 2021 Shares in issue immediately following the passing of this resolution;

b.     the maximum number of Realisation Shares hereby authorised to be purchased is 14.99 per cent. per annum of the Realisation Shares in issue immediately following the passing of this resolution

c.     the minimum price (exclusive of expenses) which may be paid per 2021 Share or per Realisation Share is 1 US cent;

d.     the maximum price (exclusive of expenses) which may be paid for a 2021 Share or per Realisation Share shall be not more than the higher of (i) 5 per cent. above the average market value of the relevant class of 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 independent bid at the time of the purchase for any number of the relevant class of shares on the trading venues where the purchase is carried out;

e.     the authority hereby conferred shall expire at the conclusion of the next annual general meeting of the Company held in 2024 or 15 months from the date of this resolution, whichever is the earlier, unless such authority is varied, revoked or renewed prior to such time;

f.      the Company may make a contract to purchase 2021 Shares or Realisation Shares under the authority hereby conferred prior to the expiry of such authority which will or may be executed wholly or partly after the expiration of such authority and may make an acquisition of 2021 Shares or Realisation Shares pursuant to any such contract; and

g.     any 2021 Shares or Realisation Shares bought back may be held as treasury shares in accordance with the Law or be subsequently cancelled by the Company.

9.         THAT the Directors of the Company be and are hereby empowered to issue the following shares in the Company or rights to subscribe for such shares in the Company for cash as if the pre-emption provisions contained under Article 6.2 of the Company's articles of incorporation did not apply to any such issues provided that this power shall be limited to the issue of the below-mentioned shares or of rights to subscribe for the below-mentioned shares:

(i)               up to a maximum number of 39.4 million 2021 Shares;

that such power shall expire on the earlier of the conclusion of the next annual general meeting of the Company or on the expiry of 15 months from the passing of this Resolution except that the Company may before such expiry make offers or agreements which would or might require 2021 Shares or rights to subscribe for such shares in the Company to be issued after such expiry and notwithstanding such expiry the Directors may issue 2021 Shares or rights to subscribe for such shares in the Company in pursuance of such offers or agreements as if the power conferred hereby had not expired.

10.      THAT the Directors of the Company be and are hereby empowered to issue the following shares in the Company or rights to subscribe for such shares in the Company, in addition to that which is referred to in Resolution 9, for cash as if the pre-emption provisions contained under Article 6.2 of the Company's articles of incorporation did not apply to any such further issues provided that this power shall be limited to the issue of the below-mentioned shares or of rights to subscribe for the below-mentioned shares:

(i)               up to a maximum number of a further 39.4 million 2021 Shares;

that such power shall expire on the earlier of the conclusion of the next annual general meeting of the Company or on the expiry of 15 months from the passing of this Resolution except that the Company may before such expiry make offers or agreements which would or might require 2021 Shares or rights to subscribe for such shares in the Company to be issued after such expiry and notwithstanding such expiry the Directors may issue 2021 Shares or rights to subscribe for such shares in the Company in pursuance of such offers or agreements as if the power conferred hereby had not expired.

LEI: 2138008KETEC1WM5YP90

Enquiries:

Fair Oaks Income Limited

Email: [e-mail]

Web: www.fairoaksincome.com

Fair Oaks Capital Limited

Investor Relations

DDI: [phone]

Email: [e-mail]

Sanne Fund Services (Guernsey) Limited

Ben Le Prevost

DDI: [phone]

Email: [e-mail]

Numis Securities Limited

Nathan Brown, Investment Banking

DDI: [phone]

Email: [e-mail]

Liberum Capital Limited

Chris Clarke, Investment Banking

DDI: [phone]

Email: [e-mail]

Fair Oaks Income Limited

Fair Oaks Income Limited is a registered closed-ended investment company incorporated in Guernsey. The Company was admitted to trading on the Specialist Fund Market of the London Stock Exchange (now the Specialist Fund Segment of the Main Market of the London Stock Exchange) on 12 June 2014.

The investment policy of the Company is to invest (either directly and/or indirectly through FOIF II LP and FOMC III LP) in US and European CLOs or other vehicles and structures which provide exposure to portfolios consisting primarily of US and European floating-rate senior secured loans and which may include non-recourse financing.

 

END