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Acorn Income Fund (AIF)

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Tuesday 12 October, 2021

Acorn Income Fund

Results of EGM

ACORN INCOME FUND LIMITED
 (a closed-ended investment company incorporated in Guernsey with registration number 34778)
LEI 213800UAZN7G46AHQM67

12 October 2021

Acorn Income Fund Limited

Result of Extraordinary General Meeting

Further to the announcement of 23 September 2021, detailing the Proposals that the Company enter into a scheme of reconstruction (the “Scheme”) pursuant to which the Company would be placed into voluntary liquidation, an Extraordinary General Meeting of the Company was held this morning at which approval was sought from shareholders for the implementation of the Scheme and for matters associated therewith. Three Special Resolutions were put forward at the Extraordinary General Meeting.

Details of the proxy voting results which should be read alongside the Notice are noted below:

Special Resolution For Discretion
(voted in favour)
Against Abstain
1 4,331,356 30,000 22,503 22,832
2 4,336,674 30,000 22,336 17,681
3 4,338,691 30,000 22,336 15,664

As a result of the passing of the Resolutions, the Company has been placed into liquidation pursuant to Section 391(1)(b) of the Companies Law and Benjamin Alexander Rhodes and Andrea Frances Alice Harris of Grant Thornton Limited have been appointed as Liquidators.

Shareholder entitlements under the Scheme
A further announcement is expected to be made on or around 10 November 2021 detailing shareholder entitlements to cash and/or Unicorn UK Income Shares pursuant to the Scheme (such entitlements to be calculated by reference to the NAV of the Company’s Shares and of Unicorn UK Income Fund’s Shares as at 9 November 2021.

Suspension and Cancellation of Shares
As previously announced, the Company’s Shares were suspended from listing on the Official List of the Financial Conduct Authority and from trading on the London Stock Exchange at 7.30 a.m. on 12 October 2021.  It is expected that cancellation of the listing of the Shares on the Official List and of the trading of the Shares on the London Stock Exchange will take place after the implementation of the Scheme.

Repayment of ZDP shares
As previously announced, the ZDP shareholders will be paid the Final Capital Entitlement in cash equal to the aggregate ZDP Final Capital Entitlement as at 28 February 2022. The payment date for this entitlement will be announced in due course.

The full wording of the resolutions can be found below:-

Special Resolutions

  1. THAT:
    1. subject to paragraph 1.5 of this resolution, each of the Ordinary Shares in issue shall be reclassified as Ordinary Shares the holders of which have (or are deemed to have) elected to have reclassified as Ordinary Shares with "A" rights or "B" rights in such respective numbers as may be required to give effect to any Election validly made (or deemed to have been made) by the holder of the relevant Ordinary Shares and otherwise in accordance with the terms of the Scheme set out in Part 4 of the circular dated 23 September 2021 to the Shareholders of the Company of which this notice forms part (the "Circular"), a copy of which has been laid before the meeting and signed for the purpose of identification by the Chairman of the meeting (together the "Reclassified Shares");
    2. for the purposes of this special resolution:
      1. to the extent that holders of Ordinary Shares shall have validly elected (or shall be deemed to have validly elected) for, and under the terms of the Scheme will become entitled to receive, UKI Shares pursuant to the UKI Shares Option, such Ordinary Shares shall be reclassified as Ordinary Shares with "A" rights ("OrdinaryShares with "A" rights");
      2. to the extent that holders of Ordinary Shares shall have validly elected (or shall be deemed to have validly elected) for, and under the terms of the Scheme will become entitled to receive, cash pursuant to the Cash Option, such Ordinary Shares shall be reclassified as Ordinary Shares with "B" rights ("OrdinaryShares with "B" rights");
    3. holders of Shares with "A" or "B" rights shall have the respective rights set out in the Articles of Incorporation of the Company, as amended by this special resolution;
    4. the Articles of Incorporation of the Company be and are hereby amended by:
      1. the insertion of the following new Articles 5.3 and 5.4:

"5.3  Every reference in these Articles to the Ordinary Shares shall be construed as a reference to the ordinary shares of 1p each in the capital of the Company which are designated as shares with either "A" rights or "B" rights as set out in Article 5.4 below. Notwithstanding anything to the contrary in these Articles, each class of Ordinary Shares will have attached to it the respective rights and privileges and be subject to the respective limitations and restrictions set out in Article 5.4.

5.4 

5.4.1  Words and expressions defined in the circular to shareholders of the Company dated 23 September 2021 (the "Circular") shall bear the same meanings in this Article 5.4 and Article 50.6, save where the context otherwise requires.

5.4.2  In addition to any rights under Article 5.4.4 below, on a winding-up of the Company for the purpose of the Scheme as described in the Circular:

  1. the rights of holders of Ordinary Shares with "A" rights (Ordinary Shares with "A" rights) in respect of the assets of the Company, notwithstanding anything to the contrary in the Articles of Incorporation, shall be satisfied by the issue to such holders of the numbers of UKI Shares to which they shall be respectively entitled in accordance with the Scheme; and
  2. the rights of holders of Ordinary Shares with "B" rights (Ordinary Shares with "B" rights) in respect of the assets of the Company, notwithstanding anything to the contrary in the Articles of Incorporation, shall be satisfied by the payment to such holders of cash in such amount as they shall be respectively entitled in accordance with the Scheme.

5.4.3  Ordinary Shareholders on the Company's register of members on the Effective Date shall be entitled to any relevant surplus remaining in the Retention Fund as provided in the Scheme.

5.4.4  Subject to the special rights set out in Articles 5.4.2 and 5.4.3 above, for all other purposes of these Articles, the Ordinary Shares with "A" rights and "B" rights shall continue to be Ordinary Shares with the rights attaching to Ordinary Shares under these Articles and the Articles of Incorporation shall be construed accordingly.";

  1. the insertion of the following new Article as Article 50.6:

"50.6  Notwithstanding the other provisions of these Articles, upon the winding-up of the Company in connection with the scheme (the "Scheme") set out in Part 4 of the Circular, the liquidators of the Company will give effect to the Scheme and will enter into and give effect to the Transfer Agreement with Unicorn UK income Fund (as duly amended where relevant), a draft of which was produced to the extraordinary general meeting of the Company convened for 12 October 2021 by the notice attached to the Circular, in accordance with the provisions of this Article and Article 5.4, and the holders of Shares with "A" rights shall be entitled to UKI Shares and the holders of Shares with "B" rights shall be entitled to receive cash, in each case in accordance with the Scheme. The definitions in the Circular have the same meanings in this Article 50.6, save where the context otherwise requires.” and

  1. by way of such further amendments to the Articles of Incorporation of the Company as may be required to give full effect to this special resolution; and
  2. if the Scheme does not become unconditional by the end of this Extraordinary General Meeting, the amendments to the Articles of Incorporation of the Company effected by paragraph 1.4 of this special resolution shall be further amended such that the insertions of Articles 5.3, 5.4 and 50.6 shall cease to have effect as from the close of this Extraordinary General Meeting (or any adjournment thereof), the reclassification of the Ordinary Shares provided for by this special resolution shall be reversed and each Reclassified Share shall revert to being an Ordinary Share ranking pari passu in all respects with the other Ordinary Shares.
  1. THAT, subject to: (i) the passing of resolution 1 above at this meeting (or at any adjournment hereof), and it becoming unconditional; (ii) the Scheme becoming unconditional in accordance with its terms; and (iii) the passing of resolution 3 below at this meeting (or any adjournment thereof):
    1. notwithstanding anything to the contrary in the Articles of Incorporation of the Company, the scheme (the "Scheme") set out in Part 4 of the circular dated 23 September 2021 to Shareholders of the Company (the "Circular"), a copy of which has been produced to the Meeting and signed for the purpose of identification by the chairman thereof be and is hereby approved and the Joint Liquidators (as defined below) of the Company when appointed (jointly and severally), be and are hereby authorised to implement the Scheme and to execute any document and do anything for the purpose of carrying the Scheme into effect;
    2. in particular but without prejudice to the generality of sub-paragraph 2.1 above, the Joint Liquidators, when appointed, be and are hereby authorised and directed, pursuant to section 391(1)(b) of the Companies Law and/or this special resolution and/or the Articles of Incorporation of the Company, as amended by resolution 1 above:
      1. to enter into and give effect to the Transfer Agreement referred to in the Circular with Unicorn UK Income Fund, in the form of the draft produced to the Meeting and signed for the purpose of identification by the chairman thereof with such amendments as the parties may from time to time agree;
      2. to request that, in accordance with the Scheme, Unicorn UK Income Fund issue and distribute UKI Shares to the holders of Ordinary Shares with "A" rights to which such holders are entitled in accordance with the Scheme by way of satisfaction and discharge of their interests in as much of the property and assets of the Company as will be so transferred to Unicorn UK Income in accordance with the Scheme;
      3. to arrange for the distribution among the holders of Ordinary Shares with "B" rights of the amounts of cash to which such holders are entitled in accordance with the Scheme by way of satisfaction and discharge of their interests in as much of the property and assets of the Company comprising the Cash Fund;
      4. pending distributions being made by the Joint Liquidators to the persons entitled thereto, to invest the funds of the Company in such manner as they deem expedient;
      5. to distribute any surplus in the Retention Fund in accordance with the Scheme; and
      6. to apply for cancellation of the Reclassified Shares' listing on the Official List and to trading on the main market of the London Stock Exchange with effect from such date as the Joint Liquidators may determine.
  2. THAT:
    1. the Company be wound up voluntarily and that Benjamin Alexander Rhodes and Andrea Frances Alice Harris of Grant Thornton Limited, Lefebvre House, Lefebvre Street, St Peter Port, Guernsey GY1 3TF be and are hereby appointed as liquidators (the "Joint Liquidators") of the Company and any one of the Joint Liquidators is hereby empowered to transact on behalf of the Company;
    2. the Joint Liquidators be given sanction in accordance with the Company’s Articles of Incorporation to divide amongst the members in specie any part of the assets of the Company, and may with the like sanction vest any part of the assets of the Company in trustees upon such trust for the benefit of the members as the Joint Liquidators with the like sanction shall think fit;
    3. the remuneration of the Joint Liquidators be determined by reference to the time properly given by them and their staff in attending to matters prior to and during the winding up of the Company and they be and are hereby authorised to draw such remuneration in accordance with the letter of engagement;
    4. the Company’s books and records be held by its secretary to the order of the Liquidators until the expiry of 2 years after the date of dissolution of the Company when they may be disposed of (save for financial and trading records, which shall be kept for a minimum of 10 years following vacation of the Joint Liquidators from office); and
    5. the Joint Liquidators be authorised to destroy any of the Company’s records in their possession as they think fit.

Terms used and not defined in this announcement, bear the meaning given to them in the Circular published on 23 September 2021.

For information please contact:

Northern Trust International Fund Administration Services (Guernsey) Limited

The Company Secretary

Trafalgar Court

Les Banques

St Peter Port

Guernsey

GY1 3QL

Tel:  01481 745001

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