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
Resolution |
For |
Discretion
(voted in favour) |
Against |
Abstain |
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 Resolution |
For |
Discretion
(voted in favour) |
Against |
Abstain |
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 £240,705 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