TIDMGFIR
RNS Number : 6189L
Global Fixed Income Realisation Ltd
20 April 2018
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE
ATTENTION. IF YOU ARE IN ANY DOUBT ABOUT THE CONTENTS OF THIS
DOCUMENT OR AS TO THE ACTION YOU SHOULD TAKE, YOU ARE RECOMMED TO
SEEK ADVICE FROM AN INDEPENT FINANCIAL ADVISER AUTHORISED UNDER THE
FINANCIAL SERVICES AND MARKETS ACT 2000 IF YOU ARE IN THE UK, OR,
IF NOT, ANOTHER APPROPRIATELY AUTHORISED INDEPENT FINANCIAL
ADVISER.
IF YOU HAVE SOLD OR TRANSFERRED ALL OF YOUR ORDINARY SHARES YOU
SHOULD S THIS DOCUMENT AT ONCE, TOGETHER WITH THE ACCOMPANYING FORM
OF PROXY, TO THE PURCHASER OR TRANSFEREE OR THE STOCKBROKER OR
OTHER AGENT THROUGH WHOM THE SALE OR TRANSFER WAS EFFECTED, FOR
TRANSMISSION TO THE PURCHASER OR TRANSFEREE. IF YOU HAVE SOLD ANY
PART OF YOUR HOLDING OF ORDINARY SHARES, PLEASE CONTACT YOUR
STOCKBROKER OR OTHER AGENT THROUGH WHOM THE SALE OR TRANSFER WAS
EFFECTED IMMEDIATELY.
GLOBAL FIXED INCOME REALISATION LIMITED
(a non-cellular company limited by shares and incorporated in
Guernsey with registration number 45717)
NOTICE is hereby given that the Annual General Meeting of Global
Fixed Income Realisation Limited (the "Company") will be held at
Sarnia House, Le Truchot, St Peter Port, Guernsey GY1 1GR on 12
July 2018 at 14:00 for the purpose of considering and, if thought
fit, passing the following resolutions:
ORDINARY BUSINESS
Ordinary Resolutions
1. THAT the Financial Statements of the Company for the year
ended 31 December 2017 with the Report of the Directors and
Auditors thereon be received and adopted.
2. THAT the Directors' Remuneration Report for the year ended 31
December 2017 be received and adopted.
3. THAT David Staples be re-elected as a Director of the Company.
4. THAT Norman Crighton be re-elected as a Director of the Company.
5. THAT Shelagh Mason be re-elected as a Director of the Company.
6. THAT KPMG Channel Islands Limited be re-appointed as Auditors
of the Company to hold office until the conclusion of the next
annual general meeting of the Company.
7. THAT the Directors be authorised to fix the remuneration of
the Auditors for their next period of office.
SPECIAL BUSINESS
Ordinary Resolutions
8. THAT the Company's authority under and in accordance with the
Articles of Incorporation of the Company and section 315 of the
Companies (Guernsey) Law, 2008, as amended (the "Law") to make
market acquisitions (within the meaning of section 316 of the Law)
of
ordinary shares of no par value in the capital of the Company
("Ordinary Shares") be
renewed, provided that in respect of the purchases to be made on
the market:
a. the maximum number of Ordinary Shares authorised to be
acquired is 49.99% of the issued Ordinary Shares at the date this
resolution is passed; and
b. the minimum price per Ordinary Share is GBP0.01;
c. the maximum price which may be paid for an Ordinary Share is
the Company's estimate of the then prevailing net asset value per
Ordinary Share; and
d. unless previously revoked, varied or renewed, the authority
hereby conferred shall expire on the conclusion of the annual
general meeting of the Company to be held in 2019 under section 199
of the Law, 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 after such expiry.
9. THAT the Company be and is hereby authorised in accordance
with section 315 of the Companies (Guernsey) Law 2008 (as amended)
(the "Law") to make market acquisitions (within the meaning of the
2008 Law) of its ordinary shares (the "Shares") pursuant to one or
more tender offers (the "Tender Offers") on the terms set out in
the circular to shareholders of the Company dated 18 June 2014 (a
copy of which is produced to the meeting and signed by the chairman
of the meeting for the purpose of identification) (the "Circular"),
provided that:
(a) the maximum number of Shares hereby authorised to be
purchased shall be 100 per cent. of the issued share capital of the
Company less one Share;
(b) the price which may be paid for a Share shall be the Tender
Price (which shall be both the maximum price and the minimum price
for the purposes of the 2008 Law, and which shall be recalculated
for each Tender Offer in accordance with the circular published in
relation to that Tender Offer);
(c) unless renewed, revoked or varied, the authority hereby
conferred shall expire on the earlier of (1) the completion of the
Tender Offers such that the Company has purchased 100 per cent. of
its Shares less one Share or (2) 18 months from the date of passing
of this resolution;
(d) that the aggregate gross consideration for each Tender Offer
shall be determined by the Directors in their sole discretion;
and
(ii) words and expressions defined in the Circular shall have
the same meanings when used in this resolution.
BY ORDER OF THE BOARD
Registered Office:
Sarnia House
Praxis Fund Services Limited Le Truchot
Secretary St Peter Port
Date: 20 April 2018 Guernsey GY1 1GR
NOTES:
1. Any shareholder entitled to attend, speak and vote at the
meeting is entitled to appoint one or more proxies to attend, speak
and, on a poll, vote instead of him. A proxy need not be a
shareholder of the Company. A shareholder may appoint more than one
proxy in relation to the meeting provided that each proxy is
appointed to exercise the rights attached to a different share or
shares held by the shareholder. A shareholder entitled to more than
one vote need not, if he votes, use all his votes or cast all the
votes he uses in the same way. A proxy may be an individual or a
body corporate who need not be a shareholder of the Company.
2. In the case of a shareholder which is a company, the
instrument appointing a proxy must be executed under the
shareholder's common seal (or in any other manner permitted by law
and having the same effect as if executed under seal) or under the
hand of a duly authorised officer, attorney or other person.
3. The Form of Proxy, together with, if appropriate, any power
of attorney or other authority or a notarially certified copy of
any power of attorney or other authority (if any) under which it is
signed, must be deposited at the Company's registrars, Anson
Registrars Limited, PO Box 426, Anson House, Havilland Street, St
Peter Port, Guernsey, GY1 3WX not later than 14:00 on 10 July
2018.
4. To appoint more than one proxy to vote in relation to
different shares within your holding you may photocopy the form.
Please indicate the proxy holder's name and the number of shares in
relation to which they are authorised to act as your proxy (which
in aggregate should not exceed the number of shares held by you).
Please also indicate if the proxy instruction is one of multiple
instructions being given. All Forms of Proxy must be signed and
should be returned together in the same envelope.
5. In the case of joint holders, the vote of the senior who
tenders a vote, whether in person or by proxy, will be accepted to
the exclusion of the votes of the other joint holders and, for this
purpose, seniority will be determined by the other in which the
names stand in the register of shareholders in respect of the joint
holding.
6. Any corporation which is a shareholder of the Company may, by
resolution of its directors or other governing body, authorise such
person as it thinks fit to act as its representative at any meeting
of any class of shareholders of the Company and the person so
authorised shall be entitled to exercise the same power on behalf
of the corporation which he represents as that corporation could
exercise if it were an individual shareholder of the Company.
7. To change your proxy instructions, simply submit a new proxy
appointment using the method set out above. If you submit more than
one valid proxy appointment, the appointment received last before
the latest time for the receipt of proxies will take precedence.
Please note that the cut-off time for receipt of proxy appointments
also applies in relation to amended instructions; any amended proxy
appointment received after the relevant cut-off time will be
disregarded.
8. Return of a completed Form of Proxy will not preclude a
shareholder from attending and voting personally at the meeting. If
you have appointed a proxy and attend the meeting in person, your
proxy appointment will automatically be terminated.
9. Pursuant to the Articles, the Company specifies that only
shareholders entered on the register of shareholders of the Company
will be entitled to receive notice of the meeting. In addition,
only shareholders registered in the register of shareholders of the
Company 48 hours before the time fixed for the meeting or adjourned
meeting shall be entitled to attend, speak and vote at the meeting
in respect of the number of shares registered in their name at that
time. Changes to entries on the register after such time shall be
disregarded in determining the rights of any person to attend or
vote at the meeting.
10. The quorum for a meeting of shareholders is two or more
shareholders (provided that they are entitled to vote on the
business to be transacted at the meeting) present in person or by
proxy.
11. If, within five minutes from the time appointed for the
meeting a quorum is not present, the meeting shall stand adjourned
for 7 days at the same time and place or to such other day and at
such other time and place as the Board may determine and no notice
of adjournment need be given. On the resumption of an adjourned
meeting, those members present in person or by proxy shall
constitute the quorum.
12. The majority required for the passing of the ordinary
resolutions is more than fifty per cent (50%) of the total number
of votes cast in favour of each resolution.
13. If the resolutions are duly passed at the meeting (or any
adjourned meeting thereof), and other necessary formalities are
completed, this will result in all of the proposed resolutions
becoming binding on each shareholder in the Company whether or not
they voted in favour of the resolutions, or voted at all.
14. To allow effective constitution of the meeting, if it is
apparent to the chairman that no shareholders will be present in
person or by proxy, other than by proxy in the chairman's favour,
then the chairman may appoint a substitute to act as proxy in his
stead for any shareholder, provided that such substitute proxy
shall vote on the same basis as the chairman.
This announcement has been issued through the Companies
Announcement Service of Euronext Dublin.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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