Funding Circle SME Income Fund Ltd Result of AGM (0490A)

TIDMFCIF

RNS Number : 0490A

Funding Circle SME Income Fund Ltd

06 September 2018

Funding Circle SME Income Fund (FCIF)

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

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6 September 2018

Results of the third Annual General Meeting

The third Annual General Meeting (AGM) of FCIF was held on 6 September 2018. All resolutions (listed below) were passed.

The total number of votes received in respect of each such resolution is set out below.

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 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 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 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 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 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 in respect of the year ended 31 March 2018.

   10.           To approve the Company's Dividend Policy. 

Special Resolutions

11. That the Company be and is hereby generally and unconditionally authorised in accordance with 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) and/or C Shares (as defined in the Articles) in issue in the capital of 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.

The Board has noted the significant percentage of votes cast against resolutions 2 and 3 (appointment and remuneration of Company's auditor), and 4 and 8 (reappointment of the Chairman and of Funding Circle's representative director). These resolutions were all carried by the requisite majority with at least 65% voted in favour, based on aggregate votes representing approximately 78% of the total voting rights. The Board will continue its programme of engagement with the Company's major shareholders regarding its corporate governance arrangements and in particular will seek to understand and address concerns regarding the specific authorities sought under the above resolutions.

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.

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TOTAL VOTING

 
                  Shares        %       Shares       %       Shares Marked 
                   For                   Against              As Votes 
                                                              Withheld 
                                                              / Abstentions 
 Resolution 1     261,779,219   100     0            0       0 
                 ------------  ------  -----------  ------  --------------- 
 Resolution 2     179,255,002   68.48   82,524,216   31.52   0 
                 ------------  ------  -----------  ------  --------------- 
 Resolution 3     179,255,002   68.48   82,524,216   31.52   0 
                 ------------  ------  -----------  ------  --------------- 
 Resolution 4     171,942,179   65.68   89,837,039   34.32   0 
                 ------------  ------  -----------  ------  --------------- 
 Resolution 5     253,713,447   96.99   7,884,891    3.01    180,880 
                 ------------  ------  -----------  ------  --------------- 
 Resolution 6     261,779,219   100     0            0       0 
                 ------------  ------  -----------  ------  --------------- 
 Resolution 7     261,779,219   100     0            0       0 
                 ------------  ------  -----------  ------  --------------- 
 Resolution 8     170,823,774   65.29   90,812,022   34.71   143,422 
                 ------------  ------  -----------  ------  --------------- 
 Resolution 9     261,779,219   100     0            0       0 
                 ------------  ------  -----------  ------  --------------- 
 Resolution 10    261,779,219   100     0            0       0 
                 ------------  ------  -----------  ------  --------------- 
 Resolution 11    261,779,219   100     0            0       0 
                 ------------  ------  -----------  ------  --------------- 
 Resolution 12    252,171,556   96.33   9,607,662    3.67    0 
                 ------------  ------  -----------  ------  --------------- 
 

Notes:

   1.   Votes "For" and "Against" are expressed as a percentage of votes received. 

2. A vote "withheld" is not a vote in law and is not counted in the calculation of the % of shares voted "For" or "Against" a resolution.

3. Total number of shares in issue at 6pm on 4 September 2007 was 308,189,298 represented by 166,189,298 ordinary shares and 142,000,000 C Shares.

4. In accordance with Listing Rule 9.6.2R, copies of special resolutions numbered 11 and 12 will be made available for inspection from the National Storage Mechanism, situated at: www.morningstar.co.uk/uk/NSMo

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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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September 06, 2018 12:11 ET (16:11 GMT)