TIDMBGHL
Boussard & Gavaudan Holding Limited (the "Company")
a closed-ended investment company incorporated with limited
liability under the laws of Guernsey
with registration number 45582
Legal Entity Identifier: 5493002XNM3W9D6DF327
Results of Extraordinary General Meeting and Class Meetings
Extraordinary General Meeting
The Company hereby gives notification that at the Extraordinary
General Meeting of the Company held on Thursday, 28 September, 2023
at 11.30 a.m., all resolutions set out in the notice of that
meeting were duly passed.
In accordance with listing rule 9.6.2 a copy of the resolutions
2, 3 and 4 which were special resolutions, passed by the Company at
its Extraordinary General Meeting have been submitted to the
National Storage Mechanism and will shortly be made available for
inspection at:
https://www.globenewswire.com/Tracker?data=Eg6wkZzToLdqw39MvJx-2s5KWCgFE6-Hb3D6gRnvYzE0t_jnNjmL803vCE5zmEZ800jNMxU0am-aVtxGnkrJMEzBkUw_BrxPcjqU4w96cN3dkJOhuAO9_17mZb0yPBhj4QWeZjRxaljEZFaMcLHRrJQge64IpLMdSLOS2zgI-2QuQ5O944GRUZk971x4aGoh
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
The details of all resolutions passed are as follows:
ORDINARY RESOLUTION
1. That, subject to the passing of all other resolutions, the Company adopt the new Investment Objective and Policy as set out at section 3.3 of Part I of the Circular dated 29 August 2023, in substitution for the existing Investment Objective and Policy. (10,211,723 votes cast, 8,870,489 in favour, 1,341,234 against and none withheld)
SPECIAL RESOLUTIONS
2. That, subject to the passing of all other resolutions, the Company adopt a new Article 9(A) and new definitions, as set out in the Notice of the EGM dated 29 August, 2023, are inserted in the Company's articles of incorporation. (10,211,723 votes cast, 8,870,489 in favour, 1,341,234 against and none withheld)
3. That, subject to the passing of all the other resolutions, the Company be and is hereby authorised to convert the Shares held by eligible shareholders which validly participate in the Rollover Option into the relevant class of Rollover Shares on the instruction of the Directors on such terms, and at such time and such date, as will be set out in the Rollover Circular to be published in 2024. (10,211,723 votes cast, 8,870,489 in favour, 1,341,234 against and none withheld).
4. That subject to the passing of all other resolutions, the Company be and is hereby authorised to compulsorily redeem the Rollover Shares pursuant to the Rollover Option upon terms to be published in the Rollover Circular to be published in 2024 (or in such other circular as the Company may publish from time to time relating to the Rollover Option). (10,211,723 votes cast, 8,870,489 in favour, 1,341,234 against and none withheld).
Euro Class Meeting
The Company hereby gives notification that at the class meeting
of the holders of Euro Shares in the Company held on Thursday, 28
September, 2023 at 11.45 a.m., the resolution set out in the notice
of that meeting was duly passed.
In accordance with listing rule 9.6.2 a copy of the resolution,
which was a special resolution, passed by the holders of Euro
Shares at the Euro Class Meeting, has been submitted to the
National Storage Mechanism and will shortly be made available for
inspection at:
https://www.globenewswire.com/Tracker?data=Eg6wkZzToLdqw39MvJx-2s5KWCgFE6-Hb3D6gRnvYzE0t_jnNjmL803vCE5zmEZ800jNMxU0am-aVtxGnkrJMGZgPDr49qd_PRwbxokaCoPAWf1f2CIvOjDb4UEB3fW8XcqEnEWV6jtMolkD31cN_qzCz2ibA6dLpU_-wZyGzSB0Z-u0fqHFz0vKQwxSWf29
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
The details of resolution passed are as follows:
SPECIAL RESOLUTION
1. That, subject to the passing of all other resolutions, all Euro Shares in the Company in issue be converted into (and all new Euro Shares subsequently issued by the Company shall be issued as) ordinary shares of that class that are redeemable at the option of the Company, in accordance with article 4.1.11 and 14 of the Articles. (9,724,215 votes cast, 8,382,981 in favour, 1,341,234 against and 1,000 withheld)
Sterling Class Meeting
The class meeting of the holders of Sterling Shares in the
Company due to be held at 12.00 p.m. on Thursday, 28 September,
2023 was not quorate and was therefore adjourned to 12.00 p.m. on
Thursday, 5 October, 2023.
As all resolutions proposed at the EGM and the class meeting of
the holders of Euro Shares were passed by the requisite majority,
but the Sterling Class Meeting was not quorate and all resolutions
were inter-conditional, none of the proposed resolutions will take
effect pending the outcome of the voting at the adjourned Sterling
Class Meeting.
The Board would like to thank the shareholders for their
continued support.
For further information, please contact:
Boussard & Gavaudan Investment Management, LLP
Emmanuel Gavaudan
+44 20 3751 5389
JTC Fund Solutions (Guernsey) Limited
Secretary
+44 (0) 1481 702400
28, September 2023
Website:
https://www.globenewswire.com/Tracker?data=A1RK9AMtEnloqICeSDKLnJkB3fHMJY7pQPJedaY86SdnubK7Qn6728GQuoOs1H7tciFBYdIY61zPVC5Y9Kmxqyqdat04OkfznLhfWx6X5GQ=
www.bgholdingltd.com
The Company is established as a closed-ended investment company
domiciled in Guernsey. The Company has been authorised by the
Guernsey Financial Services Commission as an authorised
closed-ended investment scheme. The Company is registered with the
Dutch Authority for the Financial Markets as a collective
investment scheme pursuant to article 2:73 in conjunction with 2:66
of the Dutch Financial Supervision Act (Wet op het financieel
toezicht). The shares of the Company (the "Shares") are listed on
Euronext Amsterdam. The Shares are also listed on the Official List
of the UK Listing Authority and admitted to trading on the London
Stock Exchange plc's main market for listed securities.
This is not an offer to sell or a solicitation of any offer to
buy any securities in the United States or in any other
jurisdiction. This announcement is not intended to and does not
constitute, or form part of, any offer or invitation to purchase
any securities or the solicitation of any vote or approval in any
jurisdiction, nor shall there be any sale, issuance or transfer of
the securities referred to in this announcement in any jurisdiction
in contravention of applicable law.
Neither the Company nor BG Master Fund ICAV have been, and
neither will be, registered under the US Investment Company Act of
1940, as amended (the "Investment Company Act"). In addition the
securities referenced in this announcement have not been and will
not be registered under the US Securities Act of 1933, as amended
(the "Securities Act"). Consequently any such securities may not be
offered, sold or otherwise transferred within the United States or
to, or for the account or benefit of, US persons except in
accordance with the Securities Act or an exemption therefrom and
under circumstances which will not require the issuer of such
securities to register under the Investment Company Act. No public
offering of any securities will be made in the United States.
You should always bear in mind that:
-- all investment is subject to risk;
-- results in the past are no guarantee of future results;
-- the investment performance of BGHL may go down as well as up. You may not
get back all of your original investment; and
-- if you are in any doubt about the contents of this communication or if
you consider making an investment decision, you are advised to seek
expert financial advice.
This communication is for information purposes only and the
information contained in this communication should not be relied
upon as a substitute for financial or other professional
advice.
END OF ANNOUNCEMENT
Attachment
-- BGHL - Results of EGM and Class Meeting 2023
https://ml-eu.globenewswire.com/Resource/Download/09c80225-497b-4ce2-b4b1-3d7e6885fe37
(END) Dow Jones Newswires
September 28, 2023 12:29 ET (16:29 GMT)
Copyright (c) 2023 Dow Jones & Company, Inc.
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