TIDMFCIF
RNS Number : 9682R
Funding Circle SME Income Fund Ltd
15 December 2016
Funding Circle SME Income Fund Limited (FCIF) - Notice of
AGM
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN
PART, IN OR INTO THE UNITED STATES
*****
15 December 2016
Funding Circle SME Income Fund Limited (the "Company") has
published its Notice of AGM. The text of the Notice appears
below.
CONTACTS
Richard Boleat, Chairman
+44 (0) 1534 615 656
Richard.Boleat@fcincomefund.com
Secretary and Administrator
Sanne Group (Guernsey) Limited
FundingCircle@sannegroup.com
+44 (0) 1481 739810
Media Contact
David de Koning
Natasha Jones
+44 (0) 20 3667 2245
ir@fundingcircle.com
Corporate Brokers
Goldman Sachs International
Daniel Martin
Chris Emmerson
+44 (0) 20 7774 1000
daniel.martin@gs.com
Numis Securities
Nathan Brown
+44 (0) 20 7260 1000
n.brown@numis.com
Website
www.fcincomefund.com
A copy of the Notice has been submitted to the National Storage
Mechanism and will shortly be available for inspection at
http://www.morningstar.co.uk/uk/NSM
NOTICE OF ANNUAL GENERAL MEETING
1. Introduction
I am delighted to invite you to the Company's first Annual
General Meeting ("AGM") which will be held on 16 January 2017 at
the Company's registered office, Third Floor, La Plaiderie
Chambers, La Plaiderie, St Peter Port, Guernsey GY1 1WG, Channel
Islands, at 9.00am (London time).
The business to be conducted at the AGM is set out in the Notice
of Annual General Meeting at pages 4 to 7 of this document. You
will be asked to consider and vote on the resolutions set out in
the Notice, which relate to the usual business conducted at an
annual general meeting of the Company and also, include proposals
to renew the share buy-back authority and to dis-apply the
statutory pre-emption rights. An explanation of all the Resolutions
is given in paragraph 2 below.
2. Summary of resolutions to be proposed at the AGM
(i) Receive the Annual Report and Consolidated Audited Financial
Statements of the Company (Resolution 1).
Shareholders are being asked to receive, consider and approve
the Annual Report and Consolidated Audited Financial Statements of
the Company for the period from 22 July 2015 to 31 March 2016 with
the reports of the Directors and auditors therein. The Annual
Report is available from www.fcincomefund.com/documents.
(ii) Appointment of Auditor (Resolutions 2 and 3)
The Company is required to appoint an auditor at each general
meeting at which accounts are presented to shareholders.
PricewaterhouseCoopers CI LLP have been the Company's Auditor since
the Company's inception. Shareholders are being asked to re-appoint
PricewaterhouseCoopers CI LLP as auditor to the Company to hold
office until the conclusion of the next general meeting at which
accounts are presented to shareholders and to authorise the
directors to fix their remuneration.
(iii) Re-election of Directors (Resolutions 4 to 8)
Each of the Company's directors will stand for re-election.
Biographical details of each director standing for re-election are
set out on page 41 of the Annual Report.
(iv) Directors' Remuneration Report (Resolution 9)
Shareholders are being asked to approve the Directors'
Remuneration Report for the period ended 31 March 2016 which is set
out on pages 17 and 18 of the Annual Report.
(v) Share buy-backs (Resolution 10)
The existing buy-back authority, granted by a Written Resolution
of the Company dated 5 November 2015 permitted the Company to make
market purchases of up to 14.99 per cent. of the Company's issued
ordinary share capital immediately following Admission and expires
at the first Annual General Meeting. Resolution 10 is being
proposed to renew the authorisation of the Board to buy-back on
market up to 14.99 per cent. of the Company's issued ordinary share
capital (approximately 24,637,669 ordinary shares) at the date on
which the resolution is passed. 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. The Directors do not
currently have any intention to use this authority and the making
and timing of any market purchases of ordinary shares will be at
the absolute discretion of the Board. Any ordinary shares bought
back may be cancelled or held by the Company in treasury. The
Company does not currently have any shares held in Treasury nor
warrants or options in issue. Ordinary Shares will only be
purchased pursuant to this resolution at prices which are less than
the Company's estimate of the prevailing Net Asset Value per
existing Ordinary Share.
(vi) Disapplication of statutory pre-emption rights (Resolution 11)
Resolution 11 will, if approved, authorise the Directors to
allot new ordinary shares and to sell existing ordinary shares
which may be held by the Company in treasury up to an aggregate
amount of 49,308,209 ordinary shares (representing approximately 30
per cent. of the total ordinary share capital of the Company in
issue at 13 December 2016 (being the latest practicable date prior
to the publication of this document)) for cash without first
offering such ordinary shares to existing shareholders pro rata to
their existing shareholdings. Ordinary Shares will only be issued
pursuant to this resolution at prices which are at least equal to
the Company's estimate of the prevailing Net Asset Value per
existing Ordinary Share.
These authorities, which relate both to the issue of new
ordinary shares and to the sale by the Company of any ordinary
shares held in treasury, will expire at the conclusion of the
annual general meeting of the Company to be held in 2018.
3. Action to be taken
It is important to the Company that shareholders have the
opportunity to vote even if they are unable to attend the AGM.
You will find enclosed with this document a Form of Proxy for
use at the AGM. Whether or not you propose to attend the AGM in
person, you are requested to complete the Form of Proxy and return
it to the Company's registrars, Capita Asset Services, PXS 1, 34
Beckenham Road, Beckenham, Kent BR3 4TU so as to arrive no later
than 9.00 am (UK time) on 12 January 2017.
If you hold your shares in CREST, you may appoint a proxy or
proxies by completing and transmitting a CREST Proxy Instruction to
Capita Asset Services (ID RA10) as soon as possible and so that it
is received by no later than 9.00 am (UK time) on 12 January
2017.
The completion and return of the Form of Proxy or the
transmission of a CREST Proxy Instruction will not affect your
right to attend and vote in person at the AGM if you wish.
4. Recommendation
As required by the Listing Rules the Board confirms that it
considers that the Special Resolutions to be proposed at the AGM
are in the best interests of the Company and its shareholders as a
whole. Your Board will be voting in favour of them in respect of
their entire beneficial holdings of ordinary shares which amount,
in aggregate, to 270,138 ordinary shares (representing
approximately 0.16 per cent of the ordinary share capital of the
Company in issue), and unanimously recommends that you do as
well.
Yours faithfully,
Richard Boleat (Chairman)
Date: 15 December 2016
NOTICE OF ANNUAL GENERAL MEETING
In accordance with the Company's Articles of Incorporation (the
"Articles"), notice is hereby given that the first Annual General
Meeting ("AGM") of the Company will be held at the Company's
registered office, Third Floor, La Plaiderie Chambers, La
Plaiderie, St Peter Port, Guernsey GY1 1WG, Channel Islands, at
9.00am (London time) on 16 January 2017.
This is for the purpose of considering, and if thought fit,
passing the resolutions 1 to 9 which are being proposed as ordinary
resolutions which means that for each of those resolutions to be
passed, more than half of the votes cast must be in favour of the
resolution and resolutions 10(a) to 10(f) and 11 which are being
proposed as special resolutions which means that for each of those
resolutions to be passed, at least three-quarters of the votes cast
must be in favour of the resolution:-
Ordinary Resolutions
1. To receive, consider and approve the Annual Report and
Consolidated Audited Financial Statements of the Company for the
period from 22 July 2015 to 31 March 2016 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 2017.
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 41 of the Annual Report.
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 41 of the Annual Report.
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 41 of the Annual Report.
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 41 of the Annual Report.
8. To re-elect Samir Desai as a Director of the Company in
accordance with article 27.2 of the Articles who offers himself for
re-election. For further information on Mr Desai, please refer to
page 41 of the Annual Report.
9. To approve the Directors Remuneration Report on pages 17 and
18 of the Annual Report in respect of the period ended 31 March
2016.
Special Resolutions
10. That the Company be and is hereby generally and
unconditionally authorised in accordance with Article 8.1 of the
existing 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 in issue in the capital of
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) The authority hereby conferred shall expire at the
conclusion of the next AGM of the Company or, if earlier, 18 months
from the date of the passing of this resolution (except in relation
to the purchase of Ordinary Shares the contract for which was
concluded before the expiry of such authority which will or may be
executed wholly or partly after such expiry), 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.
11. In accordance with Article 7.7 of the Articles the directors
be and they are hereby generally and unconditionally authorised and
empowered to exercise all the powers of the Company to allot or
make offers or agreements to allot equity securities (as defined in
the Articles) for cash as if the pre-emption rights in article 7.2
of the Articles did not apply to any such allotment provided that
this power shall be limited to the allotment of ordinary shares or
the sale of any shares held in treasury up to a maximum aggregate
number of 49,308,209 ordinary shares (representing approximately 30
per cent. of the total number of ordinary shares of the Company in
issue at 13 December 2016 (being the latest practicable date prior
to the passing of this resolution)), PROVIDED THAT the authority
granted by this resolution 11 shall expire on the conclusion of the
annual general meeting of the Company to be held in 2018.
Notes
Entitlement to attend and vote
1. Only those investors holding Ordinary Shares as at 9.00am
London time on 12 January 2017 shall be entitled to attend and/or
exercise their voting rights attached to such shares at the
AGM.
Appointment of proxies
2. If you are a member of the Company at the time set out in
Note 1 above, you are entitled to appoint a proxy to exercise all
or any of your rights to attend, speak and vote at the AGM in
accordance of the Articles and section 222 of the Law. You should
have received a proxy form with this Notice of Meeting. You can
only appoint a proxy using the procedures set out in these notes
and the notes to the proxy form.
3. A member may appoint more than one proxy in relation to the
AGM, provided that each proxy is appointed to exercise the rights
attached to a different share or shares held by that member. You
may not appoint more than one proxy to exercise rights attached to
any one share. To appoint more than one proxy, it will be necessary
to notify the registrar in accordance with Note 7 below. Please
refer to the notes to the form of proxy for further information on
appointing a proxy, including how to appoint multiple proxies (as
the case may be).
4. A proxy need not be a member of the Company but must attend
the AGM to represent you. Details of how to appoint the Chairman of
the AGM or another person as your proxy using the proxy form are
set out in the notes to the proxy form. If you wish your proxy to
speak on your behalf at the AGM you will need to appoint your own
choice of proxy (not the Chairman) and give your instructions
directly to them.
5. A vote withheld is not a vote in law, which means that the
vote will not be counted in the calculation of votes for or against
the resolution. If no voting indication is given, your proxy will
vote or abstain from voting at his or her discretion. Your proxy
will vote (or abstain from voting) as he or she thinks fit in
relation to any other matter which is put before the AGM.
6. The completion of a form of proxy does not preclude a member
from attending the AGM and voting in person.
Appointment of proxy using hard copy proxy form
7. A form of proxy is enclosed. The notes to the proxy form
explain how to direct your proxy to vote on each resolution or
withhold their vote. To appoint a proxy using the proxy form, the
form must be:
(i) completed and signed;
(ii) sent or delivered to the office of the Registrar of the
Company at Capita Asset Services, PXS 1, 34 Beckenham Road,
Beckenham, Kent BR3 4TU; and
(iii) received by Capita Asset Services no later than 48 hours
before the time appointed for the AGM (excluding any part of a
non-working day).
In the case of a member which is a company, the proxy form must
be executed under its common seal or signed on its behalf by an
officer of the company or an attorney for the company. Any power of
attorney or any other authority under which the proxy form is
signed (or a duly certified copy of such power of authority) must
be included in the proxy form.
Changing proxy instructions
8. To change your proxy instructions simply submit a new proxy
appointment using the methods set out above. Note that the cut-off
time for receipt of proxy appointments (see above) also applies in
relation to amended instructions; any amended proxy appointment
received after the relevant cut-off time will be disregarded. Where
you have appointed a proxy using the hard-copy proxy form and would
like to change the instructions using another hard-copy proxy form,
please contact Capita Asset Services. If you submit more than one
valid proxy appointment, the appointment received last before the
latest time for the receipt of proxies will take precedence.
Termination of proxy appointments
9. In order to revoke a proxy instruction you will need to
inform the Company by sending a signed hard copy notice clearly
stating your intention to revoke your proxy appointment to Capita
Asset Services, PXS 1, 34 Beckenham Road, Beckenham, Kent BR3 4TU.
In the case of a member which is a company, the revocation notice
must be executed under its common seal or signed on its behalf by
an officer of the company or an attorney for the company. Any power
of attorney or any other authority under which the revocation
notice is signed (or a duly certified copy of such power or
authority) must be included with the revocation notice. The
revocation notice must be received by Capita Asset Services no
later than 48 hours before the time appointed for the AGM
(excluding any part of a non-working day). If you attempt to revoke
your proxy appointment but the revocation is received after the
time specified then, subject to the paragraph directly below, your
proxy appointment will remain valid. Appointment of a proxy does
not preclude you from attending the AGM and voting in person. If
you have appointed a proxy and attend the AGM in person, your proxy
appointment will automatically be terminated.
Appointment of proxies through CREST
10. CREST members who wish to appoint a proxy or proxies through
the CREST electronic proxy appointment service may do so for the
AGM and any adjournment(s) of it by using the procedures described
in the CREST Manual (available from
https://www.euroclear.com/site/public/EUI). CREST Personal Members
or other CREST sponsored members, and those CREST members who have
appointed a service provider(s), should refer to their CREST
sponsor or voting service provider(s), who will be able to take the
appropriate action on their behalf.
11. In order for a proxy appointment or instruction made using
the CREST service to be valid, the appropriate CREST message (a
"CREST Proxy Instruction") must be properly authenticated in
accordance with Euroclear UK & Ireland Limited's specifications
and must contain the information required for such instructions, as
described in the CREST Manual. The CREST Proxy Instruction,
regardless of whether it constitutes the appointment of a proxy or
an amendment to the instruction given to a previously appointed
proxy, must, in order to be valid, be transmitted so as to be
received by Capita Asset Services (ID RA10) no later than 48 hours
before the time appointed for the AGM (excluding and part of a
non-working day). No such CREST Proxy Instruction received through
the CREST network after this time will be accepted. For this
purpose, the time of receipt will be taken to be the time (as
determined by the timestamp applied to the CREST Proxy Instruction
by the CREST Applications Host) from which our registrar are able
to retrieve the CREST Proxy Instruction by enquiry to CREST in the
manner prescribed by CREST.
After this time any change of instructions to proxies appointed
through CREST should be communicated to the appointee through other
means.
12. CREST members and, where applicable, their CREST sponsors,
or voting service providers should note that Euroclear UK &
Ireland Limited does not make available special procedures in CREST
for any particular message. Normal system timings and limitations
will, therefore, apply in relation to the input of CREST Proxy
Instructions. It is the responsibility of the CREST member
concerned to take (or, if the CREST member is a CREST personal
member, or sponsored member, or has appointed a voting service
provider, to procure that his CREST sponsor or voting service
provider(s) take(s)) such action as shall be necessary to ensure
that a message is transmitted by means of the CREST system by any
particular time. In this connection, CREST members and, where
applicable, their CREST sponsors or voting system providers are
referred, in particular, to those sections of the CREST Manual
concerning practical limitations of the CREST system and
timings.
13. The Company may treat as invalid a CREST Proxy Instruction
in the circumstances set out in Regulation 35(5)(a) of the
Uncertificated Securities Regulations 2001.
Appointment of proxy by joint members
14. In the case of joint members, the signature of only one of
the joint members is required on the form of proxy but the vote of
the first named on the register of members will be accepted to the
exclusion of the other joint members.
Attendance
15. If you wish to attend the AGM in person you should make sure
that you arrive at the venue for the AGM in good time before the
commencement of the AGM. You may be asked to provide proof of
identity in order to gain admission.
Issued shares and total voting rights
16. As at 5.00 pm on 13 December 2016, the Company's issued
share capital consists of 164,360,698 Ordinary Shares. Each
Ordinary Share carries the right to one vote at a general meeting
of the Company and therefore, the total voting rights in the
Company as at 13 December 2016 (being the last business day prior
to the publication of this Notice of Meeting) are 164,360,698.
Voting
17. Voting on all resolutions will be conducted by a show of
hands whereby every member present in person or by proxy shall have
one vote subject to any special voting powers or restrictions
unless a poll is otherwise demanded.
BY ORDER OF THE BOARD,
Sanne Group (Guernsey) Limited, Third Floor
Company Secretary
Registered Office:
Sanne Group (Guernsey) Limited
Third Floor, La Plaiderie Chambers
La Plaiderie
St Peter Port
GY1 1WG
15 December 2016
*****
ABOUT FUNDING CIRCLE SME INCOME FUND
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 2015 issued by the Guernsey
Financial Services Commission ("GFSC").
The Company's investment objective is to provide shareholders
with a sustainable and attractive level of dividend income,
primarily by way of investment in Credit Assets as defined in the
Company's Prospectus.
*****
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 copy of it may be taken or transmitted
directly or indirectly into Australia, Canada, Japan or South
Africa or to any persons in any of those jurisdictions, except in
compliance with applicable securities laws. Any failure to comply
with this restriction may constitute a violation 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.
*****
This information is provided by RNS
The company news service from the London Stock Exchange
END
NOAUVUARNVAUAAA
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December 15, 2016 06:28 ET (11:28 GMT)
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