REG - Fair Oaks Income Ltd Fair Oaks Incm- FA17 Fair Oaks Income2014 - Result of AGM

Fair Oaks IncomeAnnouncement

06/06/2025 07:00

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RNS Number : 6964L  Fair Oaks Income Limited  06 June 2025

6 June 2025

 

FAIR OAKS INCOME LIMITED

(the "Company")

 

(Incorporated in Guernsey under The Companies (Guernsey) Law, 2008, as
amended, with registered number 58123 and registered as a Registered
Closed-ended Collective Investment Scheme with the Guernsey Financial Services
Commission)

 

Result of Annual General Meeting

 

Fair Oaks Income Limited (the "Company") announces that, at the Annual General
Meeting of the Company held earlier today, all resolutions were passed on a
poll. The proxy votes received by the Company were as follows:

 

 Resolution                                                                    For                  Against            Withheld*
                                                                               Votes        %       Votes       %      Votes
 1.     Financial Statements and Directors' Report for the year ended 31       219,177,066  100.00  0           0.00   7,000
 December 2024
 2.      Re-election of Richard Burwood as a Director                          211,909,966  99.99   24,100      0.01   7,250,000
 3.       Re-election of Fionnuala Carvill as a Director                       211,891,398  99.98   42,668      0.02   7,250,000
 4.       Re-election of Trina Le Noury as a Director                          211,891,398  99.98   42,668      0.02   7,250,000
 5.       Re-appointment of KPMG as Auditor                                    189,926,144  86.65   29,257,922  13.35  0
 6.   Authorise the Directors to determine the remuneration of the Auditor     219,143,020  99.98   40,195      0.02   851
 7.       Approval of the dividend policy                                      219,184,066  100.00  0           0.00   0
 8.     Authority to make market purchases of the Company's Realisation        203,377,356  92.79   15,806,710  7.21   0
 Shares and 2021 Shares
 9.    Authority to issue up to 37.8 million 2021 Shares                       211,581,201  96.54   7,588,055   3.46   14,810
 10.    Authority to issue up to a further 37.8 million 2021 Shares            182,405,093  83.22   36,778,973  16.78  0

 

*A vote withheld is not a vote in law and is therefore not counted towards the
proportion of votes "For" or "Against" the resolution. Resolutions 1 to 8 were
proposed as Ordinary Resolutions and resolutions 9 and 10 were proposed as
Extraordinary Resolutions.

 

In accordance with UKLR 6.4.13, details of those resolutions passed at the AGM
that were not in the ordinary course of business are detailed below.

 

8.         THAT the Company be and is hereby generally and
unconditionally authorised in accordance with Section 315 of The Companies
(Guernsey) Law, 2008 (as amended) (the "Law") (subject to all applicable
legislation and regulations) to make market acquisitions (as defined in the
Law) of its 2021 Shares and of its Realisation Shares in issue, provided that:

 

a.     the maximum number of 2021 Shares hereby authorised to be purchased
is 14.99 per cent. per annum of the 2021 Shares in issue immediately following
the passing of this resolution;

 

b.     the maximum number of Realisation Shares hereby authorised to be
purchased is 14.99 per cent. per annum of the Realisation Shares in issue
immediately following the passing of this resolution;

 

c.     the minimum price (exclusive of expenses) which may be paid per
2021 Share or per Realisation Share is 1 US cent;

 

d.     the maximum price (exclusive of expenses) which may be paid for a
2021 Share or per Realisation Share shall be not more than the higher of (i) 5
per cent. above the average market value of the relevant class of shares for
the five business days prior to the day the purchase is made and (ii) 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 the relevant class of shares
on the trading venues where the purchase is carried out;

 

e.     the authority hereby conferred shall expire at the conclusion of
the next annual general meeting of the Company or 15 months from the date of
this resolution, whichever is the earlier, unless such authority is varied,
revoked or renewed prior to such time;

 

f.      the Company may make a contract to purchase 2021 Shares or
Realisation 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 2021 Shares or
Realisation Shares pursuant to any such contract; and

 

g.     any 2021 Shares or Realisation Shares bought back may be held as
treasury shares in accordance with the Law or be subsequently cancelled by the
Company.

 

9.         THAT the Directors of the Company be and are hereby
empowered to issue the following shares in the Company or rights to subscribe
for such shares in the Company for cash as if the pre-emption provisions
contained under Article 6.2 of the Company's articles of incorporation did not
apply to any such issues provided that this power shall be limited to the
issue of the below-mentioned shares or of rights to subscribe for the
below-mentioned shares:

 

(i)    up to a maximum number of 37.8 million 2021 Shares;

 

that such power shall expire on the earlier of the conclusion of the next
annual general meeting of the Company or on the expiry of 15 months from the
passing of this Resolution except that the Company may before such expiry make
offers or agreements which would or might require 2021 Shares or rights to
subscribe for such shares in the Company to be issued after such expiry and
notwithstanding such expiry the Directors may issue 2021 Shares or rights to
subscribe for such shares in the Company in pursuance of such offers or
agreements as if the power conferred hereby had not expired.

 

10.      THAT the Directors of the Company be and are hereby empowered to
issue the following shares in the Company or rights to subscribe for such
shares in the Company, in addition to that which is referred to in Resolution
9, for cash as if the pre-emption provisions contained under Article 6.2 of
the Company's articles of incorporation did not apply to any such further
issues provided that this power shall be limited to the issue of the
below-mentioned shares or of rights to subscribe for the below-mentioned
shares:

 

(i)    up to a maximum number of a further 37.8 million 2021 Shares;

 

that such power shall expire on the earlier of the conclusion of the next
annual general meeting of the Company or on the expiry of 15 months from the
passing of this Resolution except that the Company may before such expiry make
offers or agreements which would or might require 2021 Shares or rights to
subscribe for such shares in the Company to be issued after such expiry and
notwithstanding such expiry the Directors may issue 2021 Shares or rights to
subscribe for such shares in the Company in pursuance of such offers or
agreements as if the power conferred hereby had not expired.

 

LEI: 2138008KETEC1WM5YP90

 

Enquiries:

 

Fair Oaks Income Limited

Email: contact@fairoaksincome.com (mailto:contact@fairoaksincome.com)

Web: www.fairoaksincome.com (http://www.fairoaksincome.com)

 

Fair Oaks Capital Limited

Investor Relations

DDI: +44 (0) 20 3034 0400

Email: ir@fairoakscap.com (mailto:ir@fairoakscap.com)

 

Apex Fund and Corporate Services (Guernsey) Limited

Email: fairoaksgrp@apexgroup.com (mailto:fairoaksgrp@apexgroup.com)

 

Deutsche Numis Securities Limited

Nathan Brown, Investment Broking

DDI: +44 (0) 20 7260 1426

Email: n.brown@numis.com (mailto:n.brown@numis.com)

 

Panmure Liberum Capital Limited

Chris Clarke, Investment Banking

DDI: +44 (0) 20 3100 2190

Email: chris.clarke@liberum.com (mailto:chris.clarke@liberum.com)

 

 

Fair Oaks Income Limited

 

Fair Oaks Income Limited is a registered closed-ended investment company
incorporated in Guernsey. The Company was admitted to trading on the
Specialist Fund Market of the London Stock Exchange (now the Specialist Fund
Segment of the Main Market of the London Stock Exchange) on 12 June 2014.

 

The investment policy of the Company is to invest (either directly and/or
indirectly through FOIF II LP and FOMC III LP) in US and European CLOs or
other vehicles and structures which provide exposure to portfolios consisting
primarily of US and European floating-rate senior secured loans and which may
include non-recourse financing.

 

 

 

 

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