TIDMUKT
RNS Number : 6353J
UK Select Trust Limited
01 July 2011
UK SELECT TRUST LIMITED
(the "Company")
Registered No: 475
Results of the Annual General Meeting - 1 July 2011 at 11.30
a.m.
The Board of Directors of the Company is pleased to announce
that, at the Fifty Second Annual General Meeting of the Company
held on 1 July 2011, the following Resolutions were approved by
shareholders:
Ordinary Resolutions
1. To receive and adopt the Directors' report and financial
statements for the period ended 31 December 2010.
2. To authorise the implementation by the Directors of the
provisions of article 133 of the Company's Articles of Association
in respect of any dividend (or part thereof) in respect of the
financial year of the Company ending 31 December 2010, or by way of
an interim dividend in respect of the financial year of the Company
ending 31 December 2011
3. To re-elect Mr D R Maltwood as a Director in accordance with
Article 97 of the Company's Articles of Association.
4. To re-elect Mr J G West as a Director in accordance with
Article 97 of the Company's Articles of Association.
5. To re-appoint Deloitte LLP as Auditors.
6. Toconsider, and if thought fit, approve the renewal of the
unconditional and general authorisation of the Company authorised
by the fiftieth first Annual General meeting held on 1 July 2010,
so that the Company is generally and unconditionally authorised in
accordance with the Companies (Purchase of Own Shares) Ordinance
1998 to make market purchases (within the meaning of Section 5 of
the said Ordinance) of its own ordinary shares out of distributable
profits subject as follows:
(a) The maximum number of shares hereby authorised to be
purchased is 39,065,836 (representing 14.9% of the number of shares
of the Company in issue on 31 December 2010);
(b) The maximum price which may be paid for such shares is, as
for a share which the Company contracts to purchase on any day, a
sum equivalent to 105% of the average of the middle market
quotation for the ordinary shares of the Company in the daily
official list of the London Stock Exchange or the 5 business days
immediately proceeding the day;
(c) Any purchase of shares will be made in the market for cash
at prices below the prevailing asset value per share;
(d) The minimum price which may be paid for such shares is 10p;
and
(e) The authority conferred by this resolution shall expire at
the conclusion of the fifty third Annual General Meeting of the
Company or 30(th) September 2012, whichever is earlier.
Special Resolution
7. To consider, and if thought fit, approve the following
Resolution which will be proposed as a Special Resolution:
"To authorise the amendment of Article 133 of the Company's
Articles of Incorporation to clarify the procedure for implementing
the issue of shares in lieu of dividend and to permit the transfer
of shares out of treasury in satisfaction of such dividend as
follows:
The Articles of Incorporation of the Company be amended by:
(a) Amending the first paragraph of Article 133 (b); and
(b) Adding a new Article 133 (c);
Such that in its entirety Article 133 will read as follows:
"SHARES IN LIEU OF DIVIDEND
133 (a) This Article shall apply only to dividends paid in any
financial period during which (whether before or after the
announcement of the dividend but prior to the due date for payment
thereof) a resolution shall have been passed by the Company in
General Meeting authorising the Directors to implement the
following provisions of this Article.
(b) In respect of any dividend declared, paid, recommended or
proposed to be declared, paid or recommended whether by the
Directors or the Company in General Meeting (and provided that an
adequate number of unissued Ordinary Shares are available for the
purpose), the Directors shall determine and announce,
contemporaneously with or following their announcement of the
dividend in question and any related information as to the
Company's profits for such financial period of part thereof, that
Ordinary Shareholders will be entitled to elect to receive in lieu
of such dividend (or part thereof) an allotment of additional
Ordinary Shares credited as fully paid up. In any such case the
following provisions shall apply:
(i) The basis of allotment shall be determined by the Directors
so that, as nearly as may be considered convenient, the value
(calculated by reference to the average quotation) of the
additional Ordinary Shares (including any fractional entitlement)
to be allotted in lieu of any amount of dividend shall equal such
amount. For such purpose the "average quotation" of an Ordinary
Share shall be the average of the means of quotation on the Stock
Exchange Daily Official List, on the first five business days on
which the Ordinary Shares are quoted ex the relevant dividend.
(ii) The Directors, after determining the basis of allotment,
shall give notice in writing to the Ordinary Shareholders of the
right of election accorded to them and shall send with such notice
forms of election and specify the procedure to be followed and the
place at which and the latest date and time by which duly completed
forms of election must be lodged in order to be effective.
(iii) The dividend (or that part of the dividend in respect of
which a right of election has been accorded) shall not be payable
on Ordinary Shares in respect whereof the share election has been
duly exercised (the "Elected Ordinary Shares"), and in lieu thereof
additional Ordinary Shares shall be allotted to the holders of the
Elected Ordinary Shares on the basis of allotment determined as
aforesaid, and for such purpose the Directors shall capitalise, out
of such of the sums standing to the credit reserves (including any
Share Premium Account or Capital Redemption Reserve Fund) or profit
and loss account as the Directors may determine, a sum equal to the
aggregate nominal amount of the additional Ordinary Shares to be
allotted on such basis, and shall apply the same in paying up in
full the appropriate number of unissued Ordinary Shares for
allotment and distribution to and amongst the holders of the
Elected Ordinary Shares on such basis.
(iv) The additional Ordinary Shares so allotted shall rank pari
passu in all respect with the fully paid Ordinary Shares then in
issue save only as regards participation in the relevant dividend
(or share election in lieu).
(v) The Directors may do all acts and things considered
necessary or expedient to give effect to any such capitalisation,
with full power to the Directors to make such provisions as they
think fit in the case of shares becoming distributable in fractions
(including provisions whereby, in whole or in part, fractional
entitlements are disregarded or rounded up or down or the benefit
of fractional entitlements accrued to the Company rather than to
the members concerned). The Directors may authorise any person to
enter on behalf of all the members interested into an agreement
with the company providing for such capitalisation and matters
incidental thereto and any agreement made under such authority
shall be effective and binding on all concerned.
(c) Notwithstanding the foregoing, the Directors may, in their
absolute discretion, satisfy elections made by Ordinary
Shareholders to receive in lieu of such dividends (or part thereof)
an allotment of additional Ordinary Shares credited as fully paid
up by transferring to the relevant Ordinary Shareholder an
appropriate number of Ordinary Shares held by the Company as
treasury shares in accordance with these articles. The provisions
above in relation to the allotment of additional Ordinary Shares in
lieu of dividend shall apply (mutatis mutandis) to the transfer of
Ordinary Shares from treasury as if such transfer were an allotment
of additional Ordinary Shares."
Enquiries:
Kleinwort Benson (Channel Islands) Fund Services Limited
Company Secretary
+44 1481 727111
This information is provided by RNS
The company news service from the London Stock Exchange
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