Acorn Income Fund Limited
(The “Company”)
(a closed-ended investment company incorporated in Guernsey with
registration number 34778)
LEI: 213800UAZN7G46AHQM67
ANNUAL GENERAL
MEETING STATEMENT
11 August
2020
Further to the Annual General Meeting Notice dated 16 April 2020 (the “Notice”) and sent to Members
of the Company on 7 May 2020, the
Annual General Meeting was held today and members voted in favour
of Resolution 1 to 15.
Details of the proxy voting results which should be read along
side the Notice are noted below:
Ordinary
Resolution |
For |
Against |
Abstain |
1 |
1,526,630 |
4,820 |
1,800 |
2 |
1,476,864 |
51,114 |
5,272 |
3 |
1,502,229 |
27,317 |
3,704 |
4 |
1,489,032 |
40,514 |
3,704 |
5 |
1,489,032 |
40,514 |
3,704 |
6 |
1,484,528 |
45,018 |
3,704 |
7 |
1,489,032 |
40,514 |
3,704 |
8 |
1,528,430 |
4,820 |
0 |
9 |
1,484,528 |
24,324 |
24,398 |
Special Business by Ordinary Resolution |
|
|
|
10 |
1,486,688 |
37,139 |
9,423 |
11 |
1,493,504 |
26,619 |
13,127 |
Special Business by Special Resolution |
For |
Against |
Abstain |
12 |
1,490,392 |
32,221 |
10,637 |
13 |
1,522,304 |
4,820 |
6,126 |
14 |
1,518,600 |
4,820 |
9,830 |
15 |
1,512,293 |
4,820 |
16,137 |
Note - A vote withheld is not a vote in law
and has not been counted in the votes for and against a
resolution.
The Special Resolutions were as follows:
Special Resolution 12
THAT the Directors be and are hereby empowered (pursuant to
Resolution 10 or otherwise) to issue and sell from treasury up to
1,325,972 Ordinary Shares for cash otherwise than pro rata to
existing Ordinary Members at:
(i) a price equal to or greater than the prevailing
Net Asset Value per Ordinary Share; or
(ii) discount to the prevailing Net Asset Value per
Ordinary Share in circumstances where ZDP Shares are issued at the
same time at a premium to Net Asset Value such that the combined
effect of the issue or sale of Ordinary Shares at a discount to the
prevailing Net Asset Value per Ordinary Share and the issue of ZDP
Shares at a premium to Net Asset Value is that (i) Net Asset Value
per Ordinary Share is thereby increased; and (ii) gearing is not
thereby increased,
PROVIDED THAT the authority hereby conferred shall expire
at the conclusion of the annual general meeting of the Company to
be held in 2021 unless such authority is renewed, varied or revoked
by the Company in general meeting (save that the Company may at any
time before such expiry make an offer or agreement which might
require Ordinary Shares to be issued or sold after such expiry and
the Directors may issue or sell Ordinary Shares after such expiry
in pursuance of such offer or agreement as if the authority
conferred hereby had not expired).
Special Resolution 13
THAT, the Company be generally and, subject as hereinafter
appears, unconditionally authorised in accordance with
section 315 of the Companies Law to make market acquisitions
(within the meaning of section 316 of the Companies Law) of its
issued Ordinary Shares, PROVIDED THAT:
(i) the maximum aggregate number of Ordinary Shares
hereby authorised to be purchased shall be 2,370,921 Ordinary
Shares;
(ii) the minimum price (exclusive of expenses) payable by
the Company for each Ordinary Share shall be £0.01;
(iii) the maximum price (exclusive of expenses) payable by the
Company for each Ordinary Share shall be the higher of (a) an
amount equal to 105% of the average value of an Ordinary Share for
the five business days prior to the day the purchase is made and
(b) 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 Ordinary Shares on the trading venue where the trade is carried
out;
(iv) the authority hereby conferred shall expire at the
conclusion of the annual general meeting of the Company to be held
in 2021 unless such authority is varied, revoked or renewed prior
to such time; and
(v) 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 wholly or partly after
the expiration of such authority and may make an acquisition of
Ordinary Shares pursuant to any such contract.
Special Resolution 14
THAT, the Company be generally and, subject as hereinafter
appears, unconditionally authorised in accordance with section 315
of the Companies Law to make market acquisitions (within the
meaning of section 316 of the Companies Law) of its issued ZDP
Shares, PROVIDED THAT:
(i) the maximum aggregate number of ZDP Shares
hereby authorised to be purchased shall be 3,182,525 ZDP
Shares;
(ii) the minimum price (exclusive of expenses) payable by
the Company for each ZDP Share shall be £0.01;
(iii) the maximum price (exclusive of expenses) payable by the
Company for each ZDP Share shall be the higher of (a) an amount
equal to 105% of the average value of a ZDP Share for the five
business days prior to the day the purchase is made and (b) 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 ZDP
Shares on the trading venue where the trade is carried out;
(iv) the authority hereby conferred shall expire at the
conclusion of the annual general meeting of the Company to be held
in 2021 unless such authority is varied, revoked or renewed prior
to such time; and
(v) the Company may make a contract to purchase ZDP 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 ZDP
Shares pursuant to any such contract.
Special Resolution 15
THAT, Article 37.2 of the Articles of Incorporation of the
Company be deleted in its entirety and replaced with the
following:
“A Director in communication with one or more other Directors so
that each Director participating in the communication can hear or
read what is said or communicated by each of the others, is deemed
to be present at a meeting with the other Directors so
participating and, where a quorum is present, such meeting shall be
treated as a validly held meeting of the Board and shall be deemed
to have been held in the place where the chairman is present.
Directors may participate in a meeting by means of video link,
telephone conference call or other electronic or telephonic means
of communication, provided the majority are not participating in a
meeting from the United Kingdom.”
Enquiries:
Company website:
https://www.premierfunds.co.uk/acorn-income-fund-limited
Northern Trust International Fund Administration Services
(Guernsey) Limited
Company Secretary
Tel: +44 (0) 1481 745001
Email: NTIFASGL_Corporate_Secretarial@ntrs.com