5 June 2024
Fair Oaks Income
Limited
(Incorporated in Guernsey under The Companies (Guernsey) Law,
2008, as amended, with registered number 58123 and registered as a
Registered Closed-ended Collective Investment Scheme with the
Guernsey Financial Services Commission)
Result of Annual General
Meeting
Fair Oaks Income Limited (the
"Company")
announces that, at the Annual General Meeting of
the Company held earlier today, all resolutions were passed on a
poll. The proxy votes received by the Company were as
follows:
|
Resolution
|
For
|
Against
|
|
|
Votes
|
%
|
Votes
|
%
|
Votes Withheld
|
|
1.
Financial Statements and Directors' Report for the
year ended 31 December 2023
|
211,944,443
|
99.99
|
8,608
|
0.0041
|
31,907
|
|
2.
Re-election of Jonathan Bridel as a
Director
|
196,168,435
|
92.55
|
15,784,616
|
7.4472
|
31,907
|
|
3.
Re-election of Fionnuala Carvill as a
Director
|
211,933,689
|
99.99
|
15,054
|
0.0071
|
36,215
|
|
4.
Election of Richard Burwood as a
Director
|
211,917,443
|
99.99
|
8,608
|
0.0041
|
58,907
|
|
5.
Election of Trina Le Noury as a
Director
|
211,906,689
|
99.99
|
15,054
|
0.0071
|
63,215
|
|
6.
Re-appointment of KPMG as Auditor
|
196,148,981
|
92.54
|
15,804,070
|
7.45
|
31,907
|
|
7.
Authorise the Directors to determine the
remuneration of the Auditor
|
211,940,135
|
99.99
|
12,916
|
0.0061
|
31,907
|
|
8.
To approve the Company's dividend
policy
|
211,932,745
|
99.99
|
8,608
|
0.0041
|
43,605
|
|
9.
Authority to make market purchases of the
Company's Realisation Shares and 2021 Shares
|
196,156,719
|
92.55
|
15,784,616
|
7.4476
|
43,623
|
|
10. Authority to issue up to 38.2 million 2021 Shares (without
pre-emptive rights)
|
208,929,813
|
98.57
|
3,011,743
|
1.4210
|
43,402
|
|
11. Authority to issue up to a further 38.2 million 2021 Shares
(without pre-emptive rights
|
193,162,140
|
91.13
|
18,779,416
|
8.8607
|
43,402
|
*A vote withheld is not a vote in
law and is therefore not counted towards the proportion of votes
"For" or "Against" the resolution. Resolutions 1 to 9 were proposed as Ordinary Resolutions and
resolutions 10 and 11 were proposed as Extraordinary
Resolutions.
In accordance with LR 9.6.18,
details of those resolutions passed at the AGM that were not in the
ordinary course of business are detailed below.
9. THAT the
Company be and is hereby generally and unconditionally authorised
in accordance with Section 315 of The Companies (Guernsey) Law,
2008 (as amended) (the "Law") (subject to all applicable
legislation and regulations) to make market acquisitions (as
defined in the Law) of its 2021 Shares and of its Realisation
Shares in issue, provided that:
a. the
maximum number of 2021 Shares hereby authorised to be purchased is
14.99 per cent. per annum of the 2021 Shares in issue immediately
following the passing of this resolution;
b. the
maximum number of Realisation Shares hereby authorised to be
purchased is 14.99 per cent. per annum of the Realisation Shares in
issue immediately following the passing of this
resolution
c. the
minimum price (exclusive of expenses) which may be paid per 2021
Share or per Realisation Share is 1 US cent;
d. the
maximum price (exclusive of expenses) which may be paid for a 2021
Share or per Realisation Share shall be not more than the higher of
(i) 5 per cent. above the average market value of the relevant
class of 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 independent bid at the time of
the purchase for any number of the relevant class of shares on the
trading venues where the purchase is carried out;
e. the
authority hereby conferred shall expire at the conclusion of the
next annual general meeting of the Company held in 2025 or 15
months from the date of this resolution, whichever is the earlier,
unless such authority is varied, revoked or renewed prior to such
time;
f. the
Company may make a contract to purchase 2021 Shares or Realisation
Shares under the authority hereby conferred prior to the expiry of
such authority which will or may be executed wholly or partly after
the expiration of such authority and may make an acquisition of
2021 Shares or Realisation Shares pursuant to any such contract;
and
g. any 2021
Shares or Realisation Shares bought back may be held as treasury
shares in accordance with the Law or be subsequently cancelled by
the Company.
10. THAT the Directors of the Company be
and are hereby empowered to issue the following shares in the
Company or rights to subscribe for such shares in the Company for
cash as if the pre-emption provisions contained under Article 6.2
of the Company's articles of incorporation did not apply to any
such issues provided that this power shall be limited to the issue
of the below-mentioned shares or of rights to subscribe for the
below-mentioned shares:
(i)
up to a maximum number of 38.2 million 2021 Shares;
that such power shall expire on the
earlier of the conclusion of the next annual general meeting of the
Company or on the expiry of 15 months from the passing of this
Resolution except that the Company may before such expiry make
offers or agreements which would or might require 2021 Shares or
rights to subscribe for such shares in the Company to be issued
after such expiry and notwithstanding such expiry the Directors may
issue 2021 Shares or rights to subscribe for such shares in the
Company in pursuance of such offers or agreements as if the power
conferred hereby had not expired.
11.
THAT the Directors of the Company be and are hereby empowered to
issue the following shares in the Company or rights to subscribe
for such shares in the Company, in addition to that which is
referred to in Resolution 9, for cash as if the pre-emption
provisions contained under Article 6.2 of the Company's articles of
incorporation did not apply to any such further issues provided
that this power shall be limited to the issue of the
below-mentioned shares or of rights to subscribe for the
below-mentioned shares:
(i)
up to a maximum number of a further 38.2 million 2021
Shares;
that such power shall expire on the
earlier of the conclusion of the next annual general meeting of the
Company or on the expiry of 15 months from the passing of this
Resolution except that the Company may before such expiry make
offers or agreements which would or might require 2021 Shares or
rights to subscribe for such shares in the Company to be issued
after such expiry and notwithstanding such expiry the Directors may
issue 2021 Shares or rights to subscribe for such shares in the
Company in pursuance of such offers or agreements as if the power
conferred hereby had not expired.
LEI: 2138008KETEC1WM5YP90
Enquiries:
Fair Oaks Income Limited
Email: contact@fairoaksincome.com
Web: www.fairoaksincome.com
Fair Oaks Capital Limited
Investor Relations
DDI: +44 (0) 20 3034 0400
Email: ir@fairoakscap.com
Sanne Fund Services (Guernsey) Limited
Matthew Falla
DDI: +44 (0) 20 3530 3107
Email: Matthew.Falla@apexfs.group
Numis Securities Limited
Nathan Brown, Corporate
Broking
DDI: +44 (0) 20 7260 1426
Email: n.brown@numis.com
Liberum Capital Limited
Chris Clarke, Investment
Banking
DDI: +44 (0) 20 3100 2190
Email: chris.clarke@liberum.com
Fair Oaks Income Limited
Fair Oaks Income Limited is a
registered closed-ended investment company incorporated in
Guernsey. The Company was admitted to trading on the Specialist
Fund Market of the London Stock Exchange (now the Specialist Fund
Segment of the Main Market of the London Stock Exchange) on 12 June
2014.
The investment policy of the Company
is to invest (either directly and/or indirectly through FOIF II LP
and FOMC III LP) in US and European CLOs or other vehicles and
structures which provide exposure to portfolios consisting
primarily of US and European floating-rate senior secured loans and
which may include non-recourse financing.