UK Mortgages Ltd Result of AGM

 
TIDMUKML 
 
UK MORTGAGES LIMITED 
 (a closed-ended investment company incorporated in Guernsey with registration 
                                 number 60440) 
 
                        LEI Number 549300388LT7VTHCIT59 
                                ("the Company") 
 
                       Result of Annual General Meeting 
                                4 December 2017 
 
Please be advised that at the Annual General Meeting (the "AGM") of the Company 
held on 4 December 2017 at 9.30am, all resolutions set out in the AGM Notice 
sent to shareholders were duly passed. 
 
Details of the proxy voting results which should be read alongside the Notice 
sent to shareholders on 3 November 2017 are noted below.  A vote withheld is 
not a vote in law and has not been counted in the votes for and against a 
resolution. 
 
Ordinary      For             Against        Withheld 
Resolutions 
 
1             106,900,004     0              0 
 
2             100,219,745     6,680,259      0 
 
3             106,900,004     0              0 
 
4             106,900,004     0              0 
 
5             106,900,004     0              0 
 
6             106,900,004     0              0 
 
7             106,900,004     0              0 
 
8             106,900,004     0              0 
 
9             106,900,004     0              0 
 
10            81,781,355      0              25,118,649 
 
11            81,781,355      0              25,118,649 
 
12            81,781,355      0              25,118,649 
 
13            81,781,355      0              25,118,649 
 
At the same AGM noted above, the following Extraordinary Resolutions were also 
passed: 
 
Extraordinary Resolution 1: 
 
(81,781,355 in favour / 0 against / 25,118,649 withheld) 
 
                That, in addition to and without prejudice to any authority 
currently in force, (and in addition to any power conferred on them by ordinary 
resolution 12 above), the Directors be and are authorised generally and 
unconditionally in accordance with Article 6.7 of the Articles to exercise all 
powers of the Company to issue equity securities (as defined in Article 6.1.1 
(a)) for cash as if the members' pre-emption rights contained in Article 6.2 of 
the Articles did not apply to any such issue pursuant to the general authority 
conferred on them by the ordinary resolution numbered 11 above (as varied from 
time to time by the Company in general meeting): 
 
a)      pursuant to an offer of equity securities open for acceptance for a 
period fixed by the Directors where the equity securities respectively 
attributable to the interests of holders of Ordinary Shares are proportionate 
(as nearly as may be) to the respective numbers of Ordinary Shares held by them 
but subject to such exclusions or other arrangements in connection with the 
issue as the Directors may consider necessary, appropriate or expedient to deal 
with equity securities representing fractional entitlements or to deal with 
legal or practical problems arising in any overseas territory, the requirements 
of any regulatory body or stock exchange, or any other matter whatsoever; and 
 
b)      provided that (otherwise than pursuant to sub-paragraph (a) above) this 
power shall be limited to the allotment of equity securities up to an aggregate 
nominal value equal to 10% of the total number of shares in issue in the 
Company at the date of the passing of this extraordinary resolution, and 
provided further that (i) the number of equity securities to which this power 
applies shall be reduced from time to time by the number of treasury shares 
which are sold pursuant to any power conferred on the Directors by resolution 
12 above and (ii) no issue of equity securities shall be made under this power 
which would result in Ordinary Shares being issued at a price which is less 
than the net asset value per Ordinary Share as at the latest practicable date 
before such allotment of equity securities as determined by the Directors in 
their reasonable discretion, 
 
and such power hereby conferred shall expire on whichever is the earlier of: 
(i) the conclusion of the annual general meeting of the Company to be held in 
2017; or (ii) the date 15 months after the date on which this extraordinary 
resolution is passed (unless renewed, varied or revoked by the Company prior to 
that date) save that the Company may, before such expiry, make offers or 
agreements which would or might require equity securities to be issued after 
such expiry and the Directors may issue equity securities in pursuance to such 
offers or agreements as if the authority conferred hereby had not expired. 
 
Extraordinary Resolution 2: 
(64,155,981 in favour / 17,625,374 against / 25,118,649 withheld) 
 
That, conditional on extraordinary resolution 14 above having been passed, in 
substitution of all existing powers (but in addition to any power conferred on 
them by ordinary resolutions 11 and 12 above and in addition to and without 
prejudice to the power granted by extraordinary resolution 14 above),  the 
Directors be and are authorised generally and unconditionally in accordance 
with Article 6.7 of the Articles to exercise all powers of the Company to issue 
equity securities (as defined in Article 6.1.1 of the Articles) for cash as if 
the members' pre-emption rights contained in Article 6.2 of the Articles did 
not apply to any such issue pursuant to the general authority conferred on them 
by the ordinary resolutions numbered 11 and 12 above (as varied from time to 
time by the Company in general meeting): 
 
a)  pursuant to an offer of equity securities open for acceptance for a period 
fixed by the Directors where the equity securities respectively attributable to 
the interests of holders of Ordinary Shares are proportionate (as nearly as may 
be) to the respective numbers of Ordinary Shares held by them but subject to 
such exclusions or other arrangements in connection with the issue as the 
Directors may consider necessary, appropriate or expedient to deal with equity 
securities representing fractional entitlements or to deal with legal or 
practical problems arising in any overseas territory, the requirements of any 
regulatory body or stock exchange, or any other matter whatsoever; and 
 
b)  provided that (otherwise than pursuant to sub-paragraph (a) above) this 
power shall be limited to the allotment of an additional number of equity 
securities up to an aggregate nominal value equal to 10 per cent. of the total 
number of shares in issue in the Company at the date of the passing of this 
extraordinary resolution, and provided further that (i) the number of equity 
securities to which this power applies shall be reduced from time to time by 
the number of treasury shares which are sold pursuant to any power conferred on 
the Directors by resolution 13 above and (ii) no issue of equity securities 
shall be made under this power which would result in Ordinary Shares being 
issued at a price which is less than the net asset value per Ordinary Share as 
at the latest practicable date before such allotment of equity securities as 
determined by the Directors in their reasonable discretion, 
 
and such power hereby conferred shall expire on whichever is the earlier of: 
(i) the conclusion of the annual general meeting of the Company to be held in 
2018; or (ii) the date 15 months after the date on which this extraordinary 
resolution is passed (unless renewed, varied or revoked by the Company prior to 
that date) save that the Company may, before such expiry, make offers or 
agreements which would or might require equity securities to be issued after 
such expiry and the Directors may issue equity securities in pursuance to such 
offers or agreements as if the authority conferred hereby had not expired. 
 
 
 
Enquiries: 
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) Dow Jones Newswires

December 04, 2017 17:06 ET (22:06 GMT)