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") 
 
6 december 2018 
 
                       RESULT OF ANNUAL GENERAL MEETING 
 
At the Annual General Meeting of the Company held today, all Ordinary 
Resolutions set out in the Annual General Meeting Notice sent to Shareholders 
dated 6 November 2018 were duly passed. 
 
Details of the proxy voting results which should be read along side the Notice 
are noted below: 
 
  Ordinary          For          Discretion       Against      Abstain 
 Resolution                       (voted in 
                                   favour) 
 
      1         147,075,560           0              0            0 
 
      2         140,395,301           0          6,680,259        0 
 
      3         140,395,301           0          6,680,259        0 
 
      4         140,395,301           0              0        6,680,259 
 
      5         147,075,560           0              0            0 
 
      6         147,075,560           0              0            0 
 
      7         147,075,560           0              0            0 
 
      8         147,075,560           0              0            0 
 
      9         147,075,560           0              0            0 
 
     10         147,075,560           0              0            0 
 
     11         147,075,560           0              0            0 
 
     12         147,075,560           0              0            0 
 
     13         147,075,560           0              0            0 
 
Note - A vote withheld is not a vote in law and has not been counted in the 
votes for and against a resolution. 
 
The Extraordinary Resolutions were as follows: 
 
Extraordinary Resolution 14 
(147,075,560 in favour / 0 against / 0 withheld) 
 
IT WAS RESOLVED THAT, in substitution of all existing powers, (but in addition 
to any power conferred on them by Ordinary Resolutions 11 and 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 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 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 Ordinary 
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 
2019; 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 15 
(137,388,291 in favour / 9,687,269 against / 0 withheld) 
 
IT WAS RESOLVED 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 Ordinary 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 
2019; 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 
 

(END) Dow Jones Newswires

December 06, 2018 09:24 ET (14:24 GMT)