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Share Name Share Symbol Market Type Share ISIN Share Description
Fair Oaks Income Limited LSE:FAIR London Ordinary Share GG00BNNLWT35 2021 SHS NPV
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.0% 0.67 0.65 0.69 0.67 0.665 0.67 11,548 08:00:20
Industry Sector Turnover (m) Profit (m) EPS - Basic PE Ratio Market Cap (m)
Equity Investment Instruments 0.0 -27.0 -5.8 - 313

Fair Oaks Income Limited Result of AGM

21/05/2021 10:51am

UK Regulatory (RNS & others)


Fair Oaks Income (LSE:FAIR)
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RNS Number : 4495Z

Fair Oaks Income Limited

21 May 2021

21 May 2021

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, all resolutions were passed on a poll. 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 2020      288,247,575   100.00   0           0.00   0 
                                  ------------  -------  ----------  -----  ----------- 
 2. Re-election of Claudio 
  Albanese as a Director           288,232,785   100.00   0           0.00   14,790 
                                  ------------  -------  ----------  -----  ----------- 
 3. Re-election of Jonathan 
  Bridel as a Director             288,232,785   100.00   0           0.00   14,790 
                                  ------------  -------  ----------  -----  ----------- 
 4. Re-election of Nigel Ward 
  as a Director                    276,949,438   97.78    6,293,902   2.22   5,004,235 
                                  ------------  -------  ----------  -----  ----------- 
 5. Re-appointment of KPMG 
  as Auditor                       288,232,785   100.00   0           0.00   14,790 
                                  ------------  -------  ----------  -----  ----------- 
 6. Authorise the Directors 
  to determine the remuneration 
  of the Auditor                   288,232,785   100.00   0           0.00   14,790 
                                  ------------  -------  ----------  -----  ----------- 
 7. Approval of the dividend 
  policy                           288,247,575   100.00   0           0.00   0 
                                  ------------  -------  ----------  -----  ----------- 
 8. Authority to make market 
  purchases of the Company's 
  Realisation Shares and 2021 
  Shares                           288,246,075   100.00   1,500       0.00   0 
                                  ------------  -------  ----------  -----  ----------- 
 9. Authority to issue up 
  to 40 million 2021 Shares        234,024,758   99.98    46,811      0.02   54,176,006 
                                  ------------  -------  ----------  -----  ----------- 
 10. Authority to issue up 
  to a further 40 million 2021 
  Shares                           234,024,758   99.98    46,811      0.02   54,176,006 
                                  ------------  -------  ----------  -----  ----------- 
 11. Authority to issue up 
  to US$150 million C Shares 
  under the Placing Programme      227,777,667   97.31    6,293,902   2.69   54,176,006 
                                  ------------  -------  ----------  -----  ----------- 
 

*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 to 11 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 2022 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 40 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 40 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.

11. 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 US$150 million C Shares under the Placing Programme ("Placing Programme" as defined in the Circular dated 29 March 2021 (the "Circular")); and

that such power shall expire on the earlier of the 2022 AGM Date (as defined in the Circular) 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 C 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 C 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: contact@fairoaksincome.com

Web: www.fairoaksincome.com

Fair Oaks Capital Limited

Investor Relations

DDI: +44 (0) 20 3034 0400

Email: ir@fairoakscap.com

Praxis Fund Services Limited

Ben Le Prevost

DDI: +44 (0) 1481 755524

Email: Ben.LePrevost@praxisifm.com

Numis Securities Limited

Nathan Brown, Corporate Broking

DDI: +44 (0) 20 7260 1426

Email: n.brown@numis.com

Liberum Capital Limited

Chris Clarke, Investment Banking

DDI: +44 (0) 20 3100 2190

Email: chris.clarke@liberum.com

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.

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END

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May 21, 2021 05:51 ET (09:51 GMT)

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