ICG-Longbow Snr Sec UK Prop DebtInv Result of AGM (0808P)

TIDMLBOW

RNS Number : 0808P

ICG-Longbow Snr Sec UK Prop DebtInv

23 May 2018

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN.

23 May 2018

ICG-Longbow Senior Secured UK Property Debt Investments Limited (the "Company")

Results of AGM

The Company is pleased to announce that at the fourth AGM held at 2.00 p.m. today, 23 May 2018, each of the Resolutions was duly passed without amendment.

In accordance with LR 9.6.18, details of those resolutions passed, which were not "ordinary" business of the AGM, follow:

 
 Resolution               Votes For      Votes Against   Votes Withheld* 
                          (including 
                        discretionary) 
 9 - Extraordinary          59,090,568          82,628                 0 
 10 - Extraordinary         59,168,896           4,300                 0 
 11 - Special               59,173,196               0                 0 
 

*A vote withheld is not a vote in law and is therefore not counted towards the proportion of votes "for" or "against" the Resolution.

The full wording of these resolutions can be found below:-

Extraordinary Resolutions

To be proposed as extraordinary resolutions:

10. That the Directors be and are hereby authorised to allot and issue or make offers or agreements to allot and issue equity securities (as defined in the Company's Articles for cash pursuant to article 4.4 of the Company's Articles or by way of a sale of treasury shares for cash as if the pre-emption provisions contained in article 6.2 of the Company's Articles did not apply to any such allotment and issue or sale provided that this power shall be limited to up to an aggregate amount of 100 million Ordinary Shares and/or C Shares (as defined in the Company's Articles) (together the "Shares") pursuant to the New Placing Programme (as defined in the Explanatory Notes to this Notice of Annual General Meeting) (if implemented), such authority to expire on the date that is 15 months after the date of the passing of this resolution or, if earlier, at the end of the Annual General Meeting of the Company to be held in 2019 (unless previously renewed, revoked or varied by the Company by extraordinary resolution) save that, in each case the Company may make an offer or agreement before the authority expires which would or might require Shares to be allotted and issued after such expiry and the Directors may allot and issue Shares in pursuance of such an offer or agreement as if the authority conferred by this resolution had not expired, and such authority shall be in addition to any other such authority in respect of the allotment and issue of Ordinary Shares and/or C Shares granted to the Directors from time to time.

11. That in addition to the authority conferred on the Directors by the passing of Resolution 9 above, the Directors be and are hereby authorised to allot and issue or make offers or agreements to allot and issue equity securities (as defined in the Company's Articles) for cash pursuant to article 4.4 of the Company's Articles or by way of a sale of treasury shares for cash as if the pre-emption provisions contained in article 6.2 of the Company's Articles did not apply to any such allotment and issue or sale provided that this power shall be limited to the allotment and issue of 12,118,147 Ordinary Shares (as defined in the Company's Articles) as is equal to 9.99 per cent. of the number of Ordinary Shares in issue as at the latest practicable date prior to the publication of this document (and after giving effect to the exercise of any warrants, options or other convertible securities outstanding as at such date) such authority to expire on the date that is 15 months after the date of the passing of this resolution or, if earlier, at the end of the Annual General Meeting of the Company to be held in 2019 (unless previously renewed, revoked or varied by the Company by extraordinary resolution) save that, in each case, the Company may make an offer or agreement before the authority expires which would or might require equity securities to be allotted and issued after such expiry and the Directors may allot and issue equity securities in pursuance of such an offer or agreement as if the authority conferred by this resolution had not expired, and such authority shall be in addition to any other such authority in respect of the allotment and issue of Ordinary Shares granted to the Directors from time to time.

Special Resolutions

To be proposed as a special resolution:

12. That the Company be and is hereby authorised, in accordance with the Companies (Guernsey) Law, 2008, as amended (the "Companies Law"), subject to the Listing Rules made by the UK Listing Authority and all other applicable legislation and regulations, to make market acquisitions (within the meaning of section 316 of the Companies Law) of its own Ordinary Shares (as defined in the Company's Articles) which may be cancelled or held as treasury shares, provided that:

i) the maximum number of Ordinary Shares authorised to be purchased under this authority shall be a number equal to 14.99 per cent. of the Ordinary Shares (excluding treasury shares) in issue as at the latest practicable date prior to the date of publication of this document;

ii) the minimum price (exclusive of expenses) which may be paid for an Ordinary Share shall be GBP0.01 pence per Ordinary Share;

iii) the maximum price (exclusive of expenses) which may be paid for an Ordinary Share shall be not more than an amount equal to the higher of (i) 5 per cent. above the average mid-market value of the Company's Ordinary 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 current independent bid for Ordinary Shares on the trading venues where the purchase is carried out,

such authority to expire on the date which is 15 months from the date of passing of this resolution or, if earlier, at the end of the Annual General Meeting of the Company to be held in 2019 (unless previously renewed, revoked or varied by the Company by special resolution) save that the Company may make a contract to acquire Ordinary Shares under this authority before its expiry which will or may be executed wholly or partly after its expiration and the Company may make an acquisition of Ordinary Shares pursuant to such a contract.

The full text of each resolution and a summary of proxy votes received will shortly be available on the Company's website and will also be submitted to the National Storage Mechanism for inspection at http://www.morningstar.com/

For further information, please contact:

 
 Estera International 
  Fund Managers (Guernsey) 
  Limited: 
                              +44 (0)14 81 
 James Christie                742742 
 
 Cenkos: 
                              [phone] 
 Will Rogers                   1920 
 Alex Collins 
 
 Maitland Consultancy 
  Limited: 
                              [phone] 
 Rebecca Mitchell              5151 
 
 
   ICG-Longbow                  [phone] 
   Martin Wheeler               7502 
 
 

Further information on the Company can be found on its Investment Manager's website at http://www.lbow.co.uk

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May 23, 2018 11:03 ET (15:03 GMT)