Real Estate Credit Inv. PCC Ltd Result of AGM (0810K)

TIDMRECI TIDMRECP TIDMTTM

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:

 
                Richard Crawley / Richard 
 Broker:         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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September 16, 2016 09:00 ET (13:00 GMT)