Funding Circle SME Income Fund Ltd Notice of AGM (1877Y)

TIDMFCIF

RNS Number : 1877Y

Funding Circle SME Income Fund Ltd

17 August 2018

Funding Circle SME Income Fund Limited (FCIF) - Notice of AGM

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES

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17 August 2018

Funding Circle SME Income Fund Limited (the "Company") has published its Notice of AGM. The text of the Notice appears below.

NOTICE OF ANNUAL GENERAL MEETING

        1.     Introduction 

I am delighted to invite you to the Company's third Annual General Meeting ("AGM") which will be held on 6 September 2018 at the Company's registered office, Third Floor, La Plaiderie Chambers, La Plaiderie, St Peter Port, Guernsey GY1 1WG, Channel Islands, at 9.00am (London time).

The business to be conducted at the AGM is set out in the Notice of Annual General Meeting at pages 5 to 8 of this document. You will be asked to consider and vote on the resolutions set out in the Notice, which relate to the usual business conducted at an annual general meeting of the Company and also include proposals to renew the share buy-back authority and to dis-apply the pre-emption rights applicable to the Company. An explanation of all the resolutions is given in paragraph 2 below.

        2.      Summary of resolutions to be proposed at the AGM 
   (i)      Receive the Annual Report and Consolidated Audited Financial Statements of the Company 

(Resolution 1).

Shareholders are being asked to receive, consider and approve the Annual Report and Consolidated Audited Financial Statements of the Company for the year ended 31 March 2018 with the reports of the Directors and auditors therein. The Annual Report is available from www.fcincomefund.com.

                 (ii)      Appointment of Auditor (Resolutions 2 and 3) 

The Company is required to appoint an auditor at each general meeting at which accounts are presented to shareholders. PricewaterhouseCoopers CI LLP have been the Company's auditor since the Company's inception. Shareholders are being asked to re-appoint PricewaterhouseCoopers CI LLP as auditor to the Company to hold office until the conclusion of the next general meeting at which accounts are presented to shareholders (Resolution 2) and to authorise the directors to fix their remuneration (Resolution 3).

                 (iii)      Re-election of Directors (Resolutions 4 to 8) 

Each of the Company's directors will stand for annual re-election going forward. Biographical details of each director standing for re-election are set out on pages 54 to 55 of the Annual Report.

                 (iv)     Directors' Remuneration Report (Resolution 9) 

Shareholders are being asked to approve the Director's Remuneration Report for the year ended 31 March 2018 which is set out on pages 22 to 23 of the Annual Report.

               (v)             Dividend Policy (Resolution 10) 

On 29 June 2018, the Company announced that it expects to pay a fully covered annual dividend of between 5 pence and 6 pence per Ordinary Share with effect from the quarter ended 30 September 2018. Investors should note that the expected annual dividend represents guidance only and is not a target.

Shareholders are being asked to approve the Company's dividend policy as follows:

The Company expects to pay dividends on a quarterly basis, with dividends declared in March, June, September and December, and paid in January, April, July and October.

These returns are expected to be achieved through deployment of the Company's funds in accordance with the Investment Policy. The Company currently intends to distribute the majority of its net income as dividends. It should be noted that, given the Board's intention to conduct the Company's affairs such that the Company would, in the opinion of the Board, qualify for approval as an investment trust if it were resident in the United Kingdom, and that investment trust status requires (inter alia) that the Company retain no more than 15 per cent. of its income (as established in accordance with the requirements of the relevant UK tax regime), the Company may be obliged to distribute cash otherwise available for reinvestment.

Investors should note there may be a number of factors that adversely affect the Company's ability to achieve dividend and there can be no assurances on quantum of or frequency of dividends. Investors should not rely on dividend guidance in deciding whether to invest in the Company or assume that the Company will make distributions at all.

Payment of dividends is subject to the Company being able to satisfy the solvency test, as defined under the Companies (Guernsey) Law, 2008, immediately after payment of such dividend.

               (vi)          Share buy-backs (Resolution 11) 

The existing buy-back authority, granted by a resolution of the Company passed at the second Annual General Meeting of the Company held on 6 September 2017, permits the Company to make market purchases of up to 14.99 per cent of the Company's issued ordinary share capital in issue at the date of that Annual General Meeting and expires at the conclusion of the AGM. Resolution 11 is being proposed to renew the authorisation of the Board to buy-back on market up to 14.99 per cent. of the Company's issued share capital (approximately 50,088,700 shares, subject to a maximum of 14.99 per cent. of the issued ordinary share capital of the Company and a maximum of 14.99 per cent. of the issued C share capital of the Company) at the date on which the resolution is passed. Such authority shall expire at the conclusion of the next annual general meeting of the Company unless such authority is renewed, varied or revoked prior to such time. The Directors do not currently have any intention to use this authority and the making and timing of any market purchases of shares will be at the absolute discretion of the Board. Any shares bought back may be cancelled or held by the Company in treasury. The Company does not currently have any shares held in treasury nor warrants or options in issue. Ordinary Shares will only be purchased pursuant to this resolution at prices which, are less than the Company's estimate of the prevailing Net Asset Value per existing Ordinary Share.

               (vii)          Disapplication of statutory pre-emption rights (Resolution 12) 

Resolution 12 will, if approved, authorise the Directors to allot new ordinary shares and to sell existing ordinary shares which may be held by the Company in treasury up to an aggregate amount of 100,244,228 ordinary shares (representing approximately 30 per cent. of the Company's issued share capital at 16 August 2018 (being the latest practicable date prior to the publication of this document)) for cash without first offering such ordinary shares to existing shareholders pro rata to their existing shareholdings, provided that the Directors shall not allot ordinary shares pursuant to such authority which in aggregate comprise more than 30 per cent of the issued ordinary share capital of the Company immediately prior to such allotment. No such authority will be required in order to convert any existing C shares into ordinary shares or to issue a new class of C shares.

Ordinary shares will only be issued pursuant to this resolution at prices which, are at least equal to the Company's estimate of the prevailing Net Asset Value per existing ordinary share.

It is the Company's intention that any material issue of shares would be executed in a manner which would allow existing shareholders the opportunity to participate at least proportionate to their current holding.

This authority, which relates both to the issue of new ordinary shares and to the sale by the Company of any ordinary shares held in treasury, will expire at the conclusion of the annual general meeting of the Company to be held in 2019.

        3.     Action to be taken 

It is important to the Company that shareholders have the opportunity to vote even if they are unable to attend the AGM.

You will find enclosed with this document a Form of Proxy for use at the AGM. Whether or not you propose to attend the AGM in person, you are requested to complete the Form of Proxy and return it to the Company's registrar, Link Asset Services, PXS 1, 34 Beckenham Road, Beckenham, Kent BR3 4TU so as to arrive no later than 9.00 am (London time) on 4 September 2018.

If you hold your shares in CREST, you may appoint a proxy or proxies by completing and transmitting a CREST Proxy Instruction to Link Asset Services (ID RA10) as soon as possible and so that it is received by no later than 9.00am (London time) on 4 September 2018.

The completion and return of the Form of Proxy or the transmission of a CREST Proxy Instruction will not affect your right to attend and vote in person at the AGM if you wish.

        4.     Recommendation 

As required by the Listing Rules the Board confirms that it considers that the Special Resolutions to be proposed at the AGM are in the best interests of the Company's shareholders as a whole. Your Board will be voting in favour of them in respect of their entire beneficial holdings of ordinary shares which amount, in aggregate, to 122,000 ordinary shares (representing approximately 0.04 per cent of the share capital of the Company in issue), and unanimously recommends that you do as well.

Yours faithfully,

Richard Boleat (Chairman)

Date: 17 August 2018

NOTICE OF ANNUAL GENERAL MEETING

In accordance with the Company's Articles of Incorporation (the "Articles"), notice is hereby given that the Annual General Meeting ("AGM") of the Company will be held at the Company's registered office, Third Floor, La Plaiderie Chambers, La Plaiderie, St Peter Port, Guernsey GY1 1WG, Channel Islands, at 9.00am (London time) on 6 September 2018.

This is for the purpose of considering, and if thought fit, passing the resolutions 1 to 10 which are being proposed as ordinary resolutions This means that for each of those resolutions to be passed, more than half of the votes cast must be in favour of the resolution and resolutions 11 (a) to 11(f) and 12 which are being proposed as special resolutions. This means that for each of those resolutions to be passed, at least three-quarters of the votes cast must be in favour of the resolution:-

AGA

Ordinary Resolutions

1. To receive, consider and approve the Annual Report and Consolidated Audited Financial Statements of the Company for the year ended 31 March 2018 with the reports of the Directors and auditors therein (the "Annual Report").

2. To re-appoint PricewaterhouseCoopers CI LLP of Royal Bank Place, 1 Glategny Esplanade, St Peter Port, Guernsey GY1 4ND as the Company's auditor ('auditor') to hold office from the conclusion of the meeting until the conclusion of the next AGM at which financial statements are laid before the Company.

3. To authorise the Board to negotiate and fix the remuneration of the auditor in respect of the year ending 31 March 2019.

4. To re-elect Richard Boleat as an Independent Director of the Company in accordance with article 27.2 of the Articles who offers himself for re-election. For further information on Mr Boleat, please refer to page 54 of the Annual Report.

5. To re-elect Jonathan Bridel as an Independent Director of the Company in accordance with article 27.2 of the Articles who offers himself for re-election. For further information on Mr Bridel, please refer to page 54 of the Annual Report.

6. To re-elect Richard Burwood as an Independent Director of the Company in accordance with article 27.2 of the Articles who offers himself for re-election. For further information on Mr Burwood, please refer to page 54 of the Annual Report.

7. To re-elect Frederic Hervouet as an Independent Director of the Company in accordance with article 27.2 of the Articles who offers himself for re-election. For further information on Mr Hervouet, please refer to page 54 of the Annual Report.

8. To re-elect Sachin Patel as a Director of the Company in accordance with article 27.2 of the Articles who offers himself for re-election. For further information on Mr Patel, please refer to page 55 of the Annual Report.

   9.     To approve the Directors' Remuneration Report for the year ended 31 March 2018 

10. To approve the Company's Dividend Policy

Special Resolutions

11. To renew the authorisation of the Company unconditionally and generally for the purposes of Article 8.1 of the Articles and Section 315 of the Companies (Guernsey) Law, 2008 (as amended) (the "Law") to make market acquisitions (as defined in the Law) of Ordinary Shares (as defined in the Articles) in the Company provided that:-

(a) The maximum number of Ordinary Shares hereby authorised to be purchased is 14.99 per cent per annum of the Company's share capital in issue at the date of the AGM;

(b) The minimum price (exclusive of expenses) which may be paid for an Ordinary Share shall be GBP0.01;

(c) The maximum price (exclusive of expenses) which may be paid for an Ordinary Share shall be an amount equal to the higher of: (i) five (5) per cent above the average of the middle market quotations of Ordinary Shares taken from the London Stock Exchange Daily Official List for the five (5) trading days before the purchase is made; and (ii) the amount stipulated by Article 5(1) of the Buy-back and Stabilisation Regulation 2003 (Commission Regulation (EC) No.2273/2003);

(d) Such authority shall expire at the conclusion of the next AGM of the Company unless such authority is renewed, varied or revoked prior to such time;

(e) The Company may make a contract to purchase Ordinary Shares under the authority hereby conferred prior to the expiry of such authority which will or may be executed in whole or in part after the expiration of such authority and may make an acquisition of Ordinary Shares pursuant to any such contract; and

(f) Any Ordinary Shares bought back may be held in treasury in accordance with the Law or be subsequently cancelled by the Company at the discretion of the Board.

12. In accordance with Article 7.7 of the Articles the Directors be and they are hereby generally and unconditionally authorised and empowered to exercise all the powers of the Company to allot or make offers or agreements to allot equity securities (as defined in the Articles) for cash as if the pre-emption rights in Article 7.2 of the Articles did not apply to any such allotment provided that this power shall be limited to the allotment of Ordinary Shares or the sale of any Ordinary Shares held in treasury up to a maximum aggregate number of 100,244,228 Ordinary Shares (representing approximately 30 per cent. of the total number of Shares in issue at 16 August 2018 (being the latest practicable date prior to the passing of this resolution), PROVIDED THAT the Directors are only authorised and empowered to allot Ordinary Shares pursuant to the authority granted by this resolution 12 to the extent that in aggregate such Ordinary Shares comprise less than 30 per cent. of the issued ordinary share capital of the Company immediately prior to such allotment and PROVIDED THAT the authority granted by this resolution 12 shall expire on the conclusion of the annual general meeting of the Company to be held in 2019.

   Notes:   Entitlement to attend and vote 

1. Only those investors holding Shares as at Close of Business on the 4th September 2018 shall be entitled to attend and/or exercise their voting rights attached to such shares at the AGM.

Appointment of proxies

2. If you are a member of the Company at the time set out in Note 1 above, you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at the AGM in accordance of the Articles and section 222 of the Law. You should have received a proxy form with this Notice of Meeting.

You can only appoint a proxy using the procedures set out in these notes and the notes to the proxy form.

3. A member may appoint more than one proxy in relation to the AGM, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that member. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy, it will be necessary to notify the registrar in accordance with Note 7 below. Please refer to the notes to the form of proxy for further information on appointing a proxy, including how to appoint multiple proxies (as the case may be).

4. A proxy need not be a member of the Company but must attend the AGM to represent you. Details of how to appoint the Chairman of the AGM or another person as your proxy using the proxy form are set out in the notes to the proxy form. If you wish your proxy to attend, speak and vote on your behalf at the AGM you will need to appoint your own choice of proxy (not the Chairman) and give your instructions directly to them.

5. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the AGM.

6. The completion of a form of proxy does not preclude a member from attending the AGM and voting in person.

Appointment of proxy using hard copy proxy form

7. A form of proxy is enclosed. The notes to the proxy form explain how to direct your proxy to vote on each resolution or withhold your vote. To appoint a proxy using the proxy form, the form must be:

   (i)            completed and signed; 

(ii) sent or delivered to the office of the Registrar of the Company at Link Asset Services, PXS 1, 34 Beckenham Road, Beckenham, Kent BR3 4TU; and

(iii) received by Link Asset Services no later than 48 hours before the time appointed for the AGM (excluding any part of a non-working day).

In the case of a member which is a company, the proxy form must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under which the proxy form is signed (or a duly certified copy of such power of authority) must be included in the proxy form.

Changing proxy instructions

8. To change your proxy instructions simply submit a new proxy appointment using the methods set out above. Note that the cut-off time for receipt of proxy appointments (see above) also applies in relation to amended instructions; any amended proxy appointment received after the relevant cut-off time will be disregarded. Where you have appointed a proxy using the hard-copy proxy form and would like to change the instructions using another hard-copy proxy form, please contact Link Asset Services. If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.

Termination of proxy appointments

9. In order to revoke a proxy instruction you will need to inform the Company by sending a signed hard copy notice clearly stating your intention to revoke your proxy appointment to Link Asset Services, PXS 1, 34 Beckenham Road, Beckenham, Kent BR3 4TU. In the case of a member which is a company, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy of such power or authority) must be included with the revocation notice. The revocation notice must be received by Link Asset Services no later than 48 hours before the time appointed for the AGM (excluding any part of a non-working day). If you attempt to revoke your proxy appointment but the revocation is received after the time specified then, subject to the paragraph directly below, your proxy appointment will remain valid. Appointment of a proxy does not preclude you from attending the AGM and voting in person. If you have appointed a proxy and attend the AGM in person, your proxy appointment will automatically be terminated.

Appointment of proxies through CREST

10. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the AGM and any adjournment(s) of it by using the procedures described in the CREST Manual (available from https://www.euroclear.com/site/public/EUI). CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

11. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & Ireland Limited's specifications and must contain the information required for such instructions, as described in the CREST Manual. The CREST Proxy Instruction, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by Link Asset Services (ID RA10) no later than 48 hours before the time appointed for the AGM (excluding and part of a non-working day). No such CREST Proxy Instruction received through the CREST network after this time will be accepted. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the CREST Proxy Instruction by the CREST Applications Host) from which our registrar are able to retrieve the CREST Proxy Instruction by enquiry to CREST in the manner prescribed by CREST.

After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

12. CREST members and, where applicable, their CREST sponsors, or voting service providers should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular message. Normal system timings and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member, or sponsored member, or has appointed a voting service provider, to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting system providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

13. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

Appointment of proxy by joint members

14. In the case of joint members, the signature of only one of the joint members is required on the form of proxy but the vote of the first named on the register of members will be accepted to the exclusion of the other joint members.

Attendance

15. If you wish to attend the AGM in person you should make sure that you arrive at the venue for the AGM in good time before the commencement of the AGM. You may be asked to provide proof of identity in order to gain admission.

Issued shares and total voting rights

16. As at 5.00 pm on 16 August 2018, the Company's issued share capital consists of 334,147,429 Ordinary Shares. Each Ordinary Share carries the right to one vote at a general meeting of the Company and therefore, the total voting rights in the Company as at 16 August 2018 (being the last business day prior to the publication of this Notice of Meeting) are 334,147,429.

Voting

17. Voting on all resolutions will be conducted by a show of hands whereby every member present in person or by proxy shall have one vote subject to any special voting powers or restrictions unless a poll is otherwise demanded.

Information regarding the AGM, is available from www.fcincomefund.com.

BY ORDER OF THE BOARD,

Sanne Group (Guernsey) Limited Company Secretary

Registered Office:

Third Floor, La Plaiderie Chambers

La Plaiderie

St Peter Port

Guernsey

GY1 1WG

17 August 2018

CONTACTS

Richard Boleat, Chairman

[phone]

[e-mail]

Secretary and Administrator

Sanne Group (Guernsey) Limited

[e-mail]

[phone]

Media Contact

David de Koning

Natasha Jones

[phone]

[e-mail]

Corporate Brokers

Numis Securities Limited

Nathan Brown [phone]

[e-mail]

Website

www.fcincomefund.com

Investor Relations

[e-mail]

DEALING CODES

The ISIN number of the Ordinary Shares is GG00BYYJCZ96, the SEDOL code is BYYJCZ9 and the TIDM is FCIF.

The LEI number of the Company is 549300ZQIYQVNIZGOW60. This announcement falls under Class 2.3 of the DTR 6 Annex 1R classifications.

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ABOUT FUNDING CIRCLE SME INCOME FUND

The Company is a registered closed-ended collective investment scheme registered pursuant to the Protection of Investors (Bailiwick of Guernsey) Law, 1987, as amended and the Registered Collective Investment Scheme Rules 2015 issued by the Guernsey Financial Services Commission ("GFSC").

The Company's investment objective is to provide shareholders with a sustainable and attractive level of dividend income, primarily by way of investment in Credit Assets as defined in the Company's Prospectus.

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IMPORTANT NOTICES

This announcement contains "forward-looking" statements, beliefs or opinions. These forward-looking statements involve known and unknown risks and uncertainties, many of which are beyond the control of the Company and all of which are based on its directors' current beliefs and expectations about future events. Forward-looking statements are sometimes identified by the use of forward-looking terminology such as "believes", "expects", "may", "will", "could", "should", "shall", "risk", "intends", "estimates", "aims", "plans", "predicts", "projects", "continues", "assumes", "positioned" or "anticipates" or the negative thereof, other variations thereon or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events, assumptions or intentions. These forward-looking statements include all matters that are not historical facts. Forward-looking statements may and often do differ materially from actual results. They appear in a number of places throughout this announcement and include statements regarding the intentions, beliefs or current expectations of the Board or the Company with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's business concerning, amongst other things, the financial performance, liquidity, prospects, growth and strategies of the Company. These forward-looking statements and other statements contained in this announcement regarding matters that are not historical facts involve predictions. No assurance can be given that such future results will be achieved; actual events or results may differ materially as a result of risks and uncertainties facing the Company. Such risks and uncertainties could cause actual results to vary materially from the future results indicated, expressed or implied in such forward-looking statements. The forward-looking statements contained in this announcement speak only as of the date of this announcement. Nothing in this announcement is, or should be relied on as, a promise or representation as to the future. The Company disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this announcement to reflect any change in its expectations or any change in events, conditions or circumstances on which such statements are based unless required to do so by applicable law, the Prospectus Rules, the Listing Rules or the Disclosure Rules and Transparency Rules of the FCA. No statement in this announcement is intended as a forecast or profit estimate.

Neither this announcement nor any copy of it may be made or transmitted into the United States of America (including its territories or possessions, any state of the United States of America and the District of Columbia) (the "United States"), or distributed, directly or indirectly, in the United States or to US Persons (as such term is defined in Regulation S under the US Securities Act of 1933, as amended (the "Securities Act"). Neither this announcement nor any copy of it may be taken or transmitted directly or indirectly into Australia, Canada, Japan or South Africa or to any persons in any of those jurisdictions, except in compliance with applicable securities laws. Any failure to comply with this restriction may constitute a violation of United States, Australian, Canadian, Japanese or South African securities laws. The distribution of this announcement in other jurisdictions may be restricted by law and persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions. This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for securities in the United States, Australia, Canada, Japan or South Africa or in any jurisdiction to whom or in which such offer or solicitation is unlawful.

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END

NOAUBRURWAAWAAR

(END) Dow Jones Newswires

August 17, 2018 08:01 ET (12:01 GMT)