UK MORTGAGES
LIMITED
(a closed-ended
investment company incorporated in Guernsey with registration
number 60440)
(“the Company”)
Result of Annual
General Meeting and Update
7 December 2016
Please be advised that at the Annual General Meeting (the “AGM”)
of the Company held on 7 December
2016 at 10.00am, all
resolutions set out in the AGM Notice sent to shareholders were
duly passed. The breakdown of votes is detailed at the end of this
notice.
Investment update
The Board of UK Mortgages Limited (“UKML”) and TwentyFour Asset
Management LLP (“TwentyFour”) would like to thank investors for
their support and for their patience whilst the investment of the
Fund’s remaining capital is finalised. As expressed in our
last update to investors and during the investor roadshow and
webinar in November we continue to work extremely hard to achieve a
fully covered dividend as soon as possible.
In that regard, we are pleased to advise investors that we are
now at an advanced stage of negotiation regarding the purchase and
financing of an existing pool of mortgages, that will deploy the
Fund’s remaining available capital. During the aforementioned
roadshow and webinar we discussed a transaction of future
origination flow – we continue work on this transaction, however it
is highly likely that the purchase of the existing pool mentioned
above will complete first.
Regarding the fund’s existing investments:
· The pool of
mortgages purchased from The Coventry Building Society continues to
demonstrate exceptional underlying credit performance. As
mentioned during the roadshow, we have been updating our model
assumptions following the first year of performance history since
purchase and despite the fall in absolute rates following the UK
Bank Base Rate cut in August, the improvements in financing costs
and the excellent credit performance means that we now expect an
IRR in the region of 7.63% for the Fund’s investment in the
portfolio, an improvement of 28bps from our initial assumption.
· The pipeline
of mortgage product for the TML investment is building steadily,
drawing down on the committed capital as per the timeframe at
closing. The active pipeline is now nearing £40m, in line
with our expectations. The first quarter is typically extremely
busy for UK mortgage lenders with renewed interest from buyers and
sellers, and we believe TML is now well placed for this period.
A further announcement will be made on signing of terms relating
to UKML’s next investment.
Details of the proxy voting results which should be read
alongside the Notice sent to shareholders on 7 November 2016 are noted below. A vote
withheld is not a vote in law and has not been counted in the votes
for and against a resolution.
Ordinary Resolutions |
For |
Against |
Withheld |
1 |
127,776,715 |
5,680,259 |
6 |
2 |
133,456,974 |
0 |
6 |
3 |
127,776,715 |
0 |
5,680,265 |
4 |
133,456,974 |
0 |
6 |
5 |
133,456,974 |
0 |
6 |
6 |
133,456,974 |
0 |
6 |
7 |
133,456,974 |
0 |
6 |
8 |
133,456,974 |
0 |
6 |
9 |
141,958,629 |
0 |
15,839,036 |
10 |
133,456,974 |
0 |
6 |
11 |
133,456,974 |
0 |
6 |
12 |
133,456,974 |
0 |
6 |
At the same AGM noted above, the following Extraordinary and
Special Resolutions were also passed:
Extraordinary Resolution 1:
(133,091,807 in favour / 365,167
against / 6 withheld)
That, in addition to and without prejudice to any authority
currently in force, (and in addition to any power conferred on them
by ordinary resolution 12 above), the Directors be and are
authorised generally and unconditionally in accordance with Article
6.7 of the Articles to exercise all powers of the Company to issue
equity securities (as defined in Article 6.1.1(a)) for cash as if
the members’ pre-emption rights contained in Article 6.2 of the
Articles did not apply to any such issue pursuant to the general
authority conferred on them by the ordinary resolution numbered 11
above (as varied from time to time by the Company in general
meeting):
a) pursuant to an offer of equity
securities open for acceptance for a period fixed by the Directors
where the equity securities respectively attributable to the
interests of holders of Ordinary Shares are proportionate (as
nearly as may be) to the respective numbers of Ordinary Shares held
by them but subject to such exclusions or other arrangements in
connection with the issue as the Directors may consider necessary,
appropriate or expedient to deal with equity securities
representing fractional entitlements or to deal with legal or
practical problems arising in any overseas territory, the
requirements of any regulatory body or stock exchange, or any other
matter whatsoever; and
b) provided that (otherwise than
pursuant to sub-paragraph (a) above) this power shall be limited to
the allotment of equity securities up to an aggregate nominal value
equal to 10% of the total number of shares in issue in the Company
at the date of the passing of this extraordinary resolution, and
provided further that (i) the number of equity securities to which
this power applies shall be reduced from time to time by the number
of treasury shares which are sold pursuant to any power conferred
on the Directors by resolution 12 above and (ii) no issue of equity
securities shall be made under this power which would result in
Ordinary Shares being issued at a price which is less than the net
asset value per Ordinary Share as at the latest practicable date
before such allotment of equity securities as determined by the
Directors in their reasonable discretion,
and such power hereby conferred shall expire on whichever is the
earlier of: (i) the conclusion of the annual general meeting of the
Company to be held in 2017; or (ii) the date 15 months after the
date on which this extraordinary resolution is passed (unless
renewed, varied or revoked by the Company prior to that date) save
that the Company may, before such expiry, make offers or agreements
which would or might require equity securities to be issued after
such expiry and the Directors may issue equity securities in
pursuance to such offers or agreements as if the authority
conferred hereby had not expired.
Special Resolution 1:
(133,456,974 in favour / 0 against / 6
withheld)
That, the Amended and Restated Articles of Incorporation in the
form produced to the meeting and initialled for identification by
the Chairman of the Meeting be adopted as the Articles of
Incorporation of the Company in substitution for and to the
exclusion of all previous articles of incorporation.
Enquiries:
Northern Trust International Fund Administration Services
(Guernsey) Limited
The Company Secretary
Trafalgar Court
Les Banques
St Peter Port
Guernsey
GY1 3QL
Tel: 01481 745189