TIDMSCRF
RNS Number : 4746D
SME Credit Realisation Fund Limited
19 October 2022
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, IN OR INTO THE UNITED
STATES OR TO US PERSONS
*****
19 October 2022
SME Credit Realisation Fund Limited
(the "Company")
RESULTS OF THE SEVENTH ANNUAL GENERAL MEETING
The seventh Annual General Meeting (AGM) of SCRF was held on 19 October 2022. The total number
of votes received in respect of each resolution is set out below.
Resolutions below were passed.
Resolution 1:
To receive, consider and approve the Annual Report and Consolidated Audited Financial Statements
of the Company for the year ended 31 March 2022 with the reports of the Directors and auditors
therein (the "Annual Report").
Resolution 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.
Resolution 3:
To authorise the Board to negotiate and fix the remuneration of the auditor in respect of
the year ending 31 March 2023.
Resolution 5:
To re-elect Jonathan Bridel as an Independent Director of the Company in accordance with
article 27.2 of the Articles who offers himself for re-election. For further information on
Mr Bridel, please refer to page 61 of the Annual Report.
Resolution 6:
To re-elect Richard Burwood as an Independent Director of the Company in accordance with
article 27.2 of the Articles who offers himself for re-election. For further information on
Mr Burwood, please refer to page 61 of the Annual Report.
Resolution 7:
To re-elect Frederic Hervouet as an Independent Director of the Company in accordance with
article 27.2 of the Articles who offers himself for re-election. For further information on
Mr Hervouet, please refer to page 61 to 62 of the Annual Report.
Resolution 8:
To approve the Directors' Remuneration Report in respect of the year ended 31 March 2022.
Resolution 9:
To approve the Company's Dividend Policy.
Special Resolution(s):
Resolution 10:
To renew the authorisation of the Company unconditionally and generally for the purposes
of 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) in 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.
The below resolution has not been passed.
Resolution 4:
To re-elect Richard Boleat as an Independent Director of the Company in accordance with article
27.2 of the Articles who offers himself for re-election. For further information on Mr Boleat,
please refer to page 61 of the Annual Report
The Board recognises the material votes against resolutions 4 and 7, with Resolution 4 not
being approved by shareholders. The Board intends to liaise with the relevant shareholders
to discuss their concerns. Further to this the Board confirms that Mr Boleat has stepped down
from his role as Chairman of the Company and Mr Frederic Hervouet was appointed as Chairman
at the conclusion of the AGM.
CONTACTS
Frederic Hervouet, Chairman
+44 (0)77 81 159 007
fred_hervouet@hotmail.com
Secretary and Administrator
Sanne Group (Guernsey) Limited
+44 (0) 1481 739810
smecreditrealisation@sannegroup.com
Corporate Broker
Numis Securities
Nathan Brown
+44 (0) 207 260 1000
n.brown@numis.com
Investor Relations
IR@smecreditrealisation.com
Website
www.smecreditrealisation.com
The ISIN number of the Ordinary Shares is GG00BPP4PP19, the SEDOL code is BPP4PP1 and the
TIDM is SCRF.
The LEI number of the Company is 549300ZQIYQVNIZGOW60.
*****
TOTAL VOTING Shares % Shares % Shares Marked
For Against As Votes Withheld
/ Abstentions
Resolution 1 20,710,981 99.98 4,743 0.02 Nil
----------- ------ ----------- ------ -------------------
Resolution 2 20,710,981 99.98 4,743 0.02 Nil
----------- ------ ----------- ------ -------------------
Resolution 3 20,710,981 99.98 4,743 0.02 Nil
----------- ------ ----------- ------ -------------------
Resolution 4 9,653,668 46.61 11,059,211 53.39 2,845
----------- ------ ----------- ------ -------------------
Resolution 5 20,708,136 99.98 4,743 0.02 2,845
----------- ------ ----------- ------ -------------------
Resolution 6 20,708,136 99.98 4,743 0.02 2,845
----------- ------ ----------- ------ -------------------
Resolution 7 12,880,938 62.19 7,831,941 37.81 2,845
----------- ------ ----------- ------ -------------------
Resolution 8 20,707,769 99.96 7,955 0.04 Nil
----------- ------ ----------- ------ -------------------
Resolution 9 20,710,981 99.98 4,743 0.02 Nil
----------- ------ ----------- ------ -------------------
Resolution 10 20,710,981 99.98 4,743 0.02 Nil
----------- ------ ----------- ------ -------------------
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 ordinary shares in issue at 14:00pm on 18 October 2022 was 27,548,645.
4. In accordance with Listing Rule 9.6.2R, copies of special resolution numbered 10 will be
made available for inspection from the National Storage Mechanism, situated at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism
*****
ABOUT SME Credit Realisation Fund Limited
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 2020 issued by the Guernsey Financial Services Commission
("GFSC").
*****
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
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or South Africa or to any persons in any of those jurisdictions, except in compliance with
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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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END
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