TIDMALF
RNS Number : 0001R
Alternative Liquidity Fund Limited
25 February 2019
ALTERNATIVE LIQUIDITY FUND LIMITED
Registered in Guernsey - Number 60552
LEI NUMBER 213800R5CHD76J3LU713
Registered Office:
Sarnia House, Le Truchot,
St Peter Port, Guernsey, GY1 1GR
25 FEBRUARY 2019
EXTRAORDINARY GENERAL MEETING VOTING RESULTS
Alternative Liquidity Fund Limited ("ALF" or the "Company") is
pleased to announce that at the Extraordinary General Meeting
("EGM") held at 9:00 a.m. today, 25 February 2019, each of the
Resolutions was duly passed without amendment.
In accordance with LR 9.6.18, details of the results of those
resolutions proposed at the EGM follow:
Resolution For (including Against Withheld*
discretionary)
1 - Ordinary 82,627,062 7,042,837 50,000
2 - Special 82,627,062 7,042,837 50,000
3 - Extraordinary 82,627,062 7,042,837 50,000
4 - Ordinary 43,350,889 7,042,837 39,326,173
5 - Ordinary 53,820,039 7,042,837 28,857,023
6 - Ordinary 78,682,254 7,042,837 3,994,808
7 - Special 82,627,062 7,042,837 50,000
*A vote withheld is not a vote in law and is therefore not
counted towards the proportion of votes "for" or "against" the
Resolution.
The full wording of these resolutions can be found below:-
Resolution 1 - Ordinary Resolution
THAT subject to the passing of Resolution 2 the proposed
investment objective and policy set out in the circular to the
shareholders of the Company dated 6 February 2019, a copy of which
has been produced to the meeting and signed by the Chairman for the
purposes of identification (the "Circular"), be and is hereby
adopted as the investment objective and policy of the Company to
the exclusion of all previous investment policies of the
Company.
Resolution 2 - Special Resolution
THAT subject to the passing of Resolution 1 the draft articles
produced to the meeting and, for the purposes of identification,
initialled by the Chairman of the meeting (the "New Articles") be
adopted as the articles of incorporation of the Company in
substitution for, and to the entire exclusion of, the existing
articles of incorporation of the Company, whereby the existing
ordinary shares of US$0.01 each issued in the capital of the
Company be redesignated as "Realisation Shares" having the rights
thereto as prescribed in the New Articles.
Resolution 3 - Extraordinary Resolution
THAT, subject to the passing of Resolution 1 and Resolution 2,
the Directors of the Company be and they are hereby generally
empowered, in respect of the Initial Placing and Offer (as such
terms are defined in the Circular) to allot and issue, to grant
rights to subscribe for, or to convert and make offers or
agreements to allot equity shares (as detailed in Article 6.1 of
the New Articles) for cash as if the pre-emption rights contained
in the New Articles in respect of such equity securities did not
apply to any such allotment, provided that this power shall:
a) expire on the date falling 12 months from the date of the
passing of this resolution, 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 in
respect of the Initial Placing Offer (as such terms are defined in
the Circular) up to an aggregate nominal value of US$1,000,000
being approximately 68 per cent. of the nominal value of the issued
share capital of the Company, as at 4 February 2019.
Resolution 4 - Ordinary Resolution
THAT, subject to the passing of all of the other Resolution 1
and Resolution 2 the Sunrise Partners Related Party Transaction (as
defined in the Circular), being a related party transaction for the
purpose of the Listing Rules of the UK Listing Authority be and is
hereby approved.
Resolution 5 - Ordinary Resolution
THAT, subject to the passing of all of the other Resolution 1
and Resolution 2 the LIM Related Party Transaction (as defined in
the Circular), being a related party transaction for the purpose of
the Listing Rules of the UK Listing Authority be and is hereby
approved.
Resolution 6 - Ordinary Resolution
THAT, subject to the passing of all of the other Resolution 1
and Resolution 2 the entering into of the Supplemental Agreement to
the Investment Management Agreement (as defined in the Circular) by
the Company, being a related party transaction for the purpose of
the Listing Rules of the UK Listing Authority be and is hereby
approved.
Resolution 7 - Special Resolution
THAT, subject to the passing of Resolution 1 and Resolution 2,
the Company be generally and unconditionally authorised, in
accordance with the Companies (Guernsey) Law, 2008 (as amended)
(the "Law") to make market acquisitions (as defined in that Law) of
Ordinary Shares of US$0.01 ("Ordinary Shares"), either for
retention as treasury shares for future resale or transfer or
cancelletion, 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 of
Admission (as defined in the
Circular);
b) the minimum price which may be paid for an Ordinary Share shall beUS$0.01 per share;
c) the maximum price (exclusive of expenses) which may be paid
for an Ordinary Share shall
be an amount equal to the higher of (i) 105 per cent. of the
average of the middle market
quotations (as derived from the Daily Official List) of the
Ordinary Shares for the five
business days immediately preceding the date of purchase and
(ii) the higher of the latest
independent trade and the highest current independent bid on the
trading venue on which
the purchase is carried out: and
d) unless previously varied, revoked or renewed, the authority
hereby conferred shall expire
15months from the date of this resolution or, if earlier, at the
conclusion of the next annual
general meeting of the Company, 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.
ENDS
All Enquiries
Tim Gardner, Warana Capital, LLP
Tel. +44 20 3551 2917
Email. tg@waranacap.com
Website: https://waranacap.com/
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END
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