TIDMUKT
RNS Number : 5185J
Threadneedle UK Select Trust Ltd
12 June 2014
Threadneedle UK Select Trust Limited (the "Company")
(Registration Number 475)
Results of the Annual General Meeting - 12 June 2014 at 11.30
a.m.
Threadneedle UK Select Trust Limited hereby gives notification
that at the Annual General Meeting of the Company held on 12 June
2014, all the resolutions set out in the notice of meeting were
duly passed. The Board would like to thank the shareholders of the
Company for their continued support.
In accordance with listing rule 9.6.3 a copy of the resolutions
is being submitted to the National Storage Mechanism, and will
shortly be made available for inspection at:
www.hemscott.com/nsm.do.
The details of each such resolution are as follows:
ORDINARY RESOLUTIONS
Ordinary Business
Resolution 1
IT WAS RESOLVED THAT Mrs S Farnon be re-elected as a director of
the Company.
For 3,291,866 votes
Against 737 votes
Withheld Nil votes
Resolution 2
IT WAS RESOLVED THAT Mr J Le Pelley be re-elected as a director
of the Company.
For 3,291,866 votes
Against 737 votes
Withheld Nil votes
Resolution 3
IT WAS RESOLVED THAT the Directors' Report contained in the
Annual Report and Audited Financial Statements for the year ended
31 December 2013 be approved.
For 3,276,741 votes
Against 15,862 votes
Withheld Nil votes
Resolution 4
IT WAS RESOLVED THAT Deloitte LLP be re-appointed as Auditor of
the Company and that the Directors be authorised to agree its
remuneration.
For 3,292,603 votes
Against Nil votes
Withheld Nil votes
Special Business
Resolution 5
IT WAS RESOLVED THAT the Board, subject to the provisions of The
Companies (Guernsey) Law, 2008 (as amended) (the "Companies Law"),
and the Articles, be empowered in accordance with Article 36.1 to
offer any holders of any particular class of shares (excluding any
member holding shares as treasury shares) the right to elect to
receive shares of the relevant class instead of cash in respect of
the whole or part of any Dividend declared until the earlier of 31
December 2015 or the date of the next annual general meeting of the
Company.
For 3,292,603 votes
Against Nil votes
Withheld Nil votes
Resolution 6
IT WAS RESOLVED THAT, in replacement for all previous
authorities, the Company be generally and, subject as hereinafter
appears, unconditionally authorised, in accordance with section
315(1) (a) of the Companies Law, to make market acquisitions
(within the meaning of section 316 of the Companies Law) of shares
in the capital of the Company, and to cancel such shares or hold
such shares as Treasury shares, provided that:
(i) The maximum number of shares hereby authorised to be
purchased shall be up to an aggregate of 3,282,317 shares or such
number as shall represent 14.99 per cent of the shares in issues as
at the date of the AGM, whichever is less (in either case excluding
shares held in treasury);
(ii) The maximum price which may be paid for a share shall be
the higher of (1) not more than 5 per cent above the average of the
middle-market quotations (as derived from the Daily Official List
of the London Stock Exchange plc) for 5 business days immediately
preceding any such purchase; and (2) the price of the last
independent trade and highest current independent bid on the
relevant market when the purchase is carried out, provided that the
Company shall not be authorised to acquire shares at a price above
the estimated prevailing net asset value per share on the date of
purchase; and
(iii) The minimum price that may be paid for a share is not less than GBP0.01;
and that the authority conferred by this resolution shall expire
on the earlier of 31 December 2015 or the date of the next annual
general meeting of the Company (except in relation to the purchase
of shares concluded before such date and which would be executed
wholly or partly after such date).
For 3,291,866 votes
Against 737 votes
Withheld Nil votes
Resolution 7
IT WAS RESOLVED THAT in addition to the general authority
pursuant to resolution 6 above, the Company be unconditionally
authorised, in accordance with section 315(1)(a) of the Companies
Law, that the Company be unconditionally authorised, in accordance
with section 315(1)(a) of the Companies Law, to make a market
acquisition (within the meaning of section 316 of the Companies
Law) of up to 2,180,373 Ordinary Shares in the capital of the
Company (being 10% of the issued share capital, excluding treasury
shares, as of the date of the notice) to be issued to and held by
Canaccord Genuity Limited and to hold such shares as treasury
shares, provided that:
(i) The maximum number of shares hereby authorised to be
purchased shall be up to an aggregate of 2,180,373 Ordinary Shares;
and
(ii) The minimum and maximum price which may be paid for each
Ordinary Share shall be equivalent to the price at which each share
was issued being the prevailing net asset value per Ordinary Share
at that time (notwithstanding that such price may be greater than
the prevailing net asset value per Ordinary Share at the time of
the repurchase),
and that the authority conferred by this resolution shall expire
on 30 June 2014 (save that the Company may prior to such expiry
make an offer to purchase shares for delivery to the Company after
such expiry).
For 3,292,603 votes
Against Nil votes
Withheld Nil votes
SPECIAL RESOLUTIONS - SPECIAL BUSINESS
Resolution 8
IT WAS RESOLVED THAT the provisions of Article 6.1 in relation
to the pre-emption rights on issue of equity securities for cash
shall not apply to the Board's authority granted pursuant to
Article 4.3 of the Articles provided that this authority shall be
limited to:
(i) The issue of equity securities in connection with an offer
of securities in favour of the holders of shares on the register of
members at such record date as the directors may determine where
the equity securities respectively attributable to the interest of
the shareholders are proportionate (as nearly as may be
practicable) to the respective numbers of shares held by them on
any such record date, subject to such exclusions or other
arrangements as the directors may deem necessary or expedient to
deal with treasury shares, fractional entitlements or legal or
practical problems arising under the laws of any overseas territory
or the requirements of an regulatory body or stock exchange or by
virtue of shares being represented by depositary receipts or any
other matter; and
(ii) The issue (otherwise than pursuant to sub-paragraph (i) of
this resolution) to any person or persons of equity securities up
to an amount not exceeding 10 per cent of the Company's issued
share capital at the time of the issue;
and shall expire on the earlier of 31 December 2015 or the date
of the next annual general meeting of the Company, save that the
Company shall be entitled to make offers or agreements before the
expiry of such power which would or might require equity securities
to be issued pursuant to any such offer or agreement as if the
power conferred hereby had not expired.
For 3,291,866 votes
Against 737 votes
Withheld Nil votes
Resolution 9
IT WAS RESOLVED THAT in addition to the general authority
granted under resolution 8 above, the Board be authorised to allot
and issue up to 2,180,373 new Ordinary Shares to Canaccord Genuity
Limited at the net asset value per Ordinary Share prevailing on the
date of issue, that the provisions of Article 6.1 in relation to
the pre-emption rights on issue of equity securities for cash shall
not apply to the issue of such shares and that the Ordinary Shares
shall be issued on the terms that all such Ordinary Shares will
subsequently be repurchased by the Company (by way of market
acquisition within the meaning of section 316 of the Companies Law)
at the same price pursuant to the authority granted under
resolution 7.
For 3,291,866 votes
Against 737 votes
Withheld Nil votes
Enquiries:
Kleinwort Benson (Channel Islands) Fund Services Limited
Tel: + 44 (0) 1481 710607
END OF ANNOUNCEMENT
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