Result of AGM
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OR TO US PERSONS
16 September 2020
SME Credit Realisation Fund Limited
RESULTS OF THE FIFTH ANNUAL GENERAL MEETING
The Fifth Annual General Meeting (AGM) of SCRF was held on 15 September 2020. All resolutions (listed below) were passed.
The total number of votes received in respect of each such resolution is set out below.
1. To receive, consider and approve the Annual Report and Consolidated Audited Financial Statements of the Company for the year ended 31 March 2020 with the reports of the Directors and auditors therein (the "Annual Report").
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.
3. To authorise the Board to negotiate and fix the remuneration of the auditor in respect of the year ending 31 March 2021.
4. To re-elect Richard Boleat as an Independent Director of the Company who offers himself for re-election. For further information on Mr Boleat, please refer to page 58 of the Annual Report.
5. To re-elect Jonathan Bridel as an Independent Director of the Company who offers himself for re-election. For further information on Mr Bridel, please refer to page 58 of the Annual Report.
6. To re-elect Richard Burwood as an Independent Director of the Company who offers himself for re-election. For further information on Mr Burwood, please refer to page 58 of the Annual Report.
7. To re-elect Frederic Hervouet as an Independent Director of the Company who offers himself for re-election. For further information on Mr Hervouet, please refer to page 58 to 59 of the Annual Report.
8. To re-elect Sachin Patel as a Director of the Company who offers himself for re-election. For further information on Mr Patel, please refer to page 59 of the Annual Report.
9. To approve the Directors' Remuneration Report in respect of the year ended 31 March 2020.
10. To approve the Company's Dividend Policy.
11. 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 £0.01;
(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 Board notes the material votes against resolutions 4-8, the annual reappointment of the Directors, and intends to liaise with the relevant shareholders to discuss their concerns.
Richard Boleat, Chairman
+44 (0) 1534 615 656
Secretary and Administrator
Sanne Group (Guernsey) Limited
+44 (0) 1481 739810
+44 (0) 207 260 1000
The ISIN number of the Ordinary Shares is GG00BMT81R29, the SEDOL code is BMT81R2 and the TIDM is SCRF.
The LEI number of the Company is 549300ZQIYQVNIZGOW60.
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 12:00pm on 14 September 2020 was 213,739,800.
4. In accordance with Listing Rule 9.6.2R, copies of special resolution numbered 11 will be made available for inspection from the National Storage Mechanism, situated at: www.morningstar.co.uk/uk/NSM
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 2018 issued by the Guernsey Financial Services Commission (''GFSC'').
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.
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