F&C UK Real Est. Inv. Result of AGM
November 22 2018 - 4:20AM
UK Regulatory
TIDMFCRE
F&C UK Real Estate Investments Limited
(a closed-ended investment company incorporated in Guernsey with registration
number 41870)
LEI Number: 2138001XRCB89W6XTR23
(The "Company")
22 November 2018
RESULT OF ANNUAL GENERAL MEETING
At the Annual General Meeting of the Company held on 21 November 2018, all
Ordinary Resolutions set out in the Annual General Meeting Notice sent to
Shareholders dated 10 October 2018 were duly passed.
Details of the proxy voting results which should be read along side the Notice
are noted below:
Ordinary For Discretion Against Abstain
Resolution (voted in
favour)
1 67,378,106 51,418 226,179 223,881
2 66,894,573 56,318 487,303 441,389
3 67,397,986 51,418 205,935 224,244
4 67,148,793 56,318 400,975 273,496
5 67,209,069 56,318 339,997 274,200
6 67,214,478 56,318 334,587 274,200
7 67,197,017 56,318 339,103 287,145
8 67,206,953 56,318 247,032 369,280
9 67,036,569 51,418 436,361 355,235
10 67,187,112 56,318 346,151 290,003
Special For Discretion Against Abstain
Resolution (voted in
favour)
11 66,876,803 56,318 593,359 353,103
12 67,361,370 51,168 199,307 267,738
13 66,753,994 51,418 790,310 283,861
Note - A vote withheld is not a vote in law and has not been counted in the
votes for and against a resolution.
The Special Resolutions were as follows:
Special Resolution 11
That the Directors of the Company be and are hereby generally empowered to
allot ordinary shares in the Company or grant rights to subscribe for, or to
convert securities into, ordinary shares in the Company ("equity securities")
for cash, including by way of a sale of ordinary shares held by the Company as
treasury shares, as if any pre-emption rights in relation to the issue of
shares set out in the Listing Rules made by the Financial Conduct Authority
under part VI of the Financial Services and Markets Act 2000 (as amended) did
not apply to any such allotment of equity securities, provided that this power:
(a) expires at the conclusion of the next Annual General Meeting of the
Company after the passing of this resolution or on the expiry of 15 months from
the passing of this resolution, whichever is the earlier, save that the Company
may, before such expiry, make an offer or agreement which would or might
require equity securities to be allotted after such expiry and the Directors
may allot equity securities in pursuance of any such offer or agreement as if
the power conferred hereby had not expired; and
(b) shall be limited to the allotment of equity securities up to an
aggregate nominal value of GBP240,705 being 10 per cent of the issued share
capital of the Company, as at 27 September 2018.
Special Resolution 12
That the Company be authorised, in accordance with section 315 of the Companies
(Guernsey) Law, 2008 (the 'Law'), to make market purchases (within the meaning
of section 316 of the Law) of Ordinary Shares of 1p each ("Ordinary Shares")
(either for retention as treasury shares or cancellation) provided that:
(a) the maximum number of Ordinary Shares hereby authorised to be purchased
shall be 14.99 per cent of the issued Ordinary Shares on the date on which this
resolution is passed;
(b) the minimum price which may be paid for an Ordinary Share shall be 1p;
(c) the maximum price (exclusive of expenses) which may be paid for an
Ordinary Share shall be the higher of (i) 105 per cent of the average of the
middle market quotations (as derived from the Daily Official List) for the
Ordinary Shares for the five business days immediately preceding the date of
purchase and (ii) the higher of the last independent trade and the highest
current independent bid on the trading venue which the purchase is carried out;
and
(d) unless previously varied, revoked or renewed, the authority hereby
conferred shall expire on 31 December 2019 or, if earlier, at the conclusion of
the Annual General Meeting of the Company to be held in 2019, save that the
Company may, prior to such expiry, enter into a contract to purchase Ordinary
Shares under such authority and may make a purchase of Ordinary Shares pursuant
to any such contract.
Special Resolution 13
That the name of the Company be changed to BMO Real Estate Investments Limited
at a date of the Board's discretion but in any event no later than 30 April
2019.
Enquiries:
Northern Trust International Fund Administration Services (Guernsey) Limited
The Company Secretary
Trafalgar Court
Les Banques
St Peter Port
Guernsey
GY1 3QL
Tel: 01481 745001
END
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