Acorn Income Fund Results of EGM

 
TIDMAIF TIDMAIFZ 
 
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          For          Discretion       Against      Abstain 
 Resolution                       (voted in 
                                   favour) 
 
      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 ("Ordinary Shares 
            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 ("Ordinary Shares 
            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: 
 
 a. 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 
 b. 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:      [phone] 
 
END 
 
 
 
END 
 
 

(END) Dow Jones Newswires

October 12, 2021 06:27 ET (10:27 GMT)