RIVER AND MERCANTILE UK MICRO CAP INVESTMENT COMPANY LIMITED
(Company number: CMP 59106)
I certify that the extract below is a true extract of the Minutes of the Annual General Meeting of River and Mercantile UK Micro Cap Investment Company Limited held on 11 March 2024 at BNP Paribas House, St Julian's Avenue, St Peter Port, Guernsey at 10:30am GMT
_________________________________________________________________________________
11. DIS-APPLYPRE- The Chairman proposed Resolution 11 as a Special EMPTION RIGHTS: Resolution:
THAT the Directors of the Company be and are hereby authorised to allot and issue equity securities (within the meaning of the Company's Articles) for cash either pursuant to Article 4.1 as if Article 6.2 of the Articles did not apply to any such allotment and issue, provided that this power shall:
- be limited to the allotment and issue of up to 3,389,795 Ordinary Shares (excluding treasury shares) or, if less, 10% of the Ordinary Shares in issue as at 7 March 2024;
- unless authorised by Shareholders, no Shares will be issued at a price less than the prevailing Net Asset Value per Share at the time of the issue unless they are offered pro rata to existing Shareholders; and
this authority will expire upon the date of the next Annual General Meeting of the Company, unless previously renewed, varied or revoked by the Company in general meeting.
This resolution revokes and replaces all unexercised authorities previously granted to the Directors to allot and issue equity securities in the capital of the Company wholly for cash as if the pre-emption rights contained in Article 6.2 of the Articles did not apply to such allotment and issue but without prejudice to any allotment and issue of shares already made, offered or agreed to be made pursuant to such authorities.
The Chairman noted that Shareholder proxy voting in respect of Resolution 11 was as follows:
For: | 14,846,765 (99.07%) |
Against: | 138,625 (0.93%) |
Withheld: | 21,518 |
IT WAS RESOLVED that the Directors of the Company be and are hereby authorised to allot and issue equity securities (within the meaning of the Articles) for cash either pursuant to Article 4.1 as if article 6.2 of the Articles did not apply to any such allotment and issue.
RIVER AND MERCANTILE UK MICRO CAP INVESTMENT COMPANY LIMITED
(Company number: CMP 59106)
I certify that the extract below is a true extract of the Minutes of the Annual General Meeting of River and Mercantile UK Micro Cap Investment Company Limited held on 11 March 2024 at BNP Paribas House, St Julian's Avenue, St Peter Port, Guernsey at 10:30am GMT
_________________________________________________________________________________
12. CHANGES TO THE The Chairman proposed Resolution 12 as a Special
ARTICLESResolution:
THAT the articles of incorporation of the Company attached hereto be and are hereby approved and adopted as the new articles of incorporation of the company (the "New Articles") in substitution for and to the exclusion of the existing articles of incorporation of the Company.
The Chairman noted that Shareholder proxy voting in respect of Resolution 12 was as follows:
For: | 14,873,031 (99.17%) |
Against: | 123,766 (0.83%) |
Withheld: | 10,111 |
The Chairman declared Resolution 12 carried.
Sharon A Williams
For BNP Paribas S.A., Guernsey Branch as Company Secretary
Date : 11 March 2024
THE COMPANIES (GUERNSEY) LAW, 2008, AS AMENDED
NON-CELLULAR COMPANY LIMITED BY SHARES
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
of
RIVER AND MERCANTILE UK MICRO CAP INVESTMENT COMPANY LIMITED
Registered on 2 October 2014
Amended and restated articles of incorporation adopted on 31 October 2014
Amended by Special Resolution passed by shareholders at the AGM held on 2 March 2021
Amended and restated articles of incorporation adopted on 11 March 2024
TABLE OF CONTENTS | ||
1. | DEFINITIONS | 1 |
2. | INTERPRETATION | 8 |
3. | STANDARD ARTICLES NOT TO APPLY | 9 |
4. | SHARES | 9 |
5. | CLASS ACCOUNTS | 11 |
6. | PRE-EMPTION ON ALLOTMENT AND ISSUE OF SHARES | 13 |
7. | ORDINARY SHARES | 16 |
8. | COMPANY NOT OBLIGED TO RECOGNISE ANY TRUST | 17 |
9. | DISCLOSURE OF BENEFICIAL INTERESTS | 17 |
10. | CERTIFICATES AND REGISTER OF MEMBERS | 22 |
11. | LIEN | 23 |
12. | CALLS ON SHARES | 23 |
13. | FORFEITURE AND SURRENDER OF SHARES | 24 |
14. | TRANSFER AND TRANSMISSION OF SHARES | 25 |
15. | NET ASSET VALUE | 29 |
16. | REDEMPTION OF SHARES | 30 |
17. | ALTERATION OF CAPITAL | 31 |
18. | GENERAL MEETINGS | 32 |
19. | NOTICE OF GENERAL MEETINGS | 33 |
20. | PROCEEDINGS AT GENERAL MEETINGS | 33 |
21. | VOTES OF MEMBERS | 35 |
22. | NUMBER AND APPOINTMENT OF THE BOARD | 38 |
23. | QUALIFICATION AND REMUNERATION OF DIRECTORS | 40 |
24. | ALTERNATE DIRECTORS | 41 |
25. | BORROWING POWERS OF THE BOARD | 42 |
26. | OTHER POWERS AND DUTIES OF THE BOARD | 42 |
27. | POWERS OF ATTORNEY | 42 |
28. | DIRECTORS' INTERESTS AND CONFLICTS OF INTEREST | 43 |
29. | DISQUALIFICATION AND REMOVAL OF DIRECTORS | 44 |
30. | PROCEEDINGS OF DIRECTORS | 45 |
31. | EXECUTIVE DIRECTOR | 46 |
32. | SECRETARY | 47 |
33. | COMMON SIGNATURE | 47 |
34. | THE SEAL | 47 |
35. | AUTHENTICATION OF DOCUMENTS | 47 |
36. | DIVIDENDS AND DISTRIBUTIONS | 48 |
37. | RESERVES | 51 |
38. | CAPITALISATION OF RESERVES | 51 |
39. | ACCOUNTS | 52 |
40. | AUDITORS | 52 |
41. | UNTRACEABLE MEMBERS | 53 |
42. | NOTICES | 54 |
43. | WINDING UP | 58 |
44. | INDEMNITY | 59 |
45. | INSURANCE | 59 |
46. | INSPECTION OF DOCUMENTS | 59 |
47. | RECORD DATES | 59 |
48. | CONTINUATION RESOLUTION | 59 |
THE COMPANIES (GUERNSEY) LAW, 2008, AS AMENDED
NON-CELLULAR COMPANY LIMITED BY SHARES
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
of
RIVER AND MERCANTILE UK MICRO CAP INVESTMENT COMPANY LIMITED
1. DEFINITIONS
1.1 In these Articles, the following words shall bear the following meanings if not inconsistent with the subject or context:
Words | Meanings |
Administrator | The administrator of the Company as appointed by the |
Board from time to time. | |
Admission | Admission of the Ordinary Shares of the Company to |
listing on the premium segment of the Official List of the | |
Financial Conduct Authority and to trading on the | |
London Stock Exchange's main market for listed | |
securities. | |
Articles | These Articles of Incorporation as now framed and at |
any time altered. | |
at any time | At any time or times and includes for the time being and |
from time to time. | |
Auditor | The auditor for the time being of the Company. |
Authorised Operator | EUI or such other person as may for the time being be |
authorised under the Regulations to operate an | |
Uncertificated System. | |
Board or Directors | The Directors at any time or the Directors present at a |
duly convened meeting at which a quorum is present or, | |
as the case may be, the Directors assembled as a duly | |
formed committee of such Board. | |
Business Day | A day on which the London Stock Exchange and banks in |
Guernsey are normally open for business. | |
1 |
Calculation Date | The date determined by the Board for the calculation of |
the price to be paid on a redemption of shares. | |
Calendar Year | The period from 1 January to 31 December of a |
particular year. | |
Certificated | A unit of a security which is not an Uncertificated unit |
and is normally held in certificated form. | |
Class Account | Shall have the meaning ascribed to it in Article 5.1. |
Clear Days | In relation to a period of notice, shall mean that period |
excluding the day when the notice is served or deemed | |
to be served and the day for which it is given or on | |
which it is to take effect. | |
Companies Law | The Companies (Guernsey) Law, 2008 (as amended). |
Company | River and Mercantile UK Micro Cap Investment |
Company Limited. | |
Court | The Royal Court of Guernsey sitting as an Ordinary |
Court. | |
Critical Value | The lower of the amount that is equal to 60 per cent. of |
the Gross Issue Proceeds and £40 million. | |
Custodian | The custodian of the Company as appointed by the |
Board from time to time. | |
Dematerialised Instruction | An instruction sent or received by means of an |
Uncertificated System. | |
Director | A director of the Company for the time being. |
Electronic Means | Shall have the meaning ascribed to it by the Companies |
Law. | |
Eligible Members | Shall have the meaning ascribed to it in the Companies |
Law. | |
ERISA | The United States Employee Retirement Income |
Security Act of 1974, as amended from time to time and | |
2 |
the applicable regulations thereunder. | |
EUI | Euroclear UK & Ireland Limited. |
Executor | Includes administrator. |
Extraordinary Resolution | A resolution of the Members Present in Person in a |
general meeting passed by a majority of not less than | |
seventy five per cent. of the votes recorded on a show | |
of hands or by way of a poll or a Written Resolution | |
passed by Members holding not less than seventy-five | |
per cent. of the total voting rights of Members entitled | |
to vote at the date of circulation of the resolution. | |
FATCA | Has the meaning given to it in Article 9.19.1; |
Financial Conduct Authority | The Financial Conduct Authority of the United Kingdom |
acting in its capacity as the competent listing authority | |
for the purposes of Part 6 of the Financial Services and | |
Markets Act 2000, as amended. | |
Gross Issue Proceeds | The aggregate value of the shares issued under the |
initial placing and offer of shares in the Company. | |
Laws | The Companies Law and every other Order in Council, |
Ordinance or Statutory Instrument for the time being in | |
force concerning companies registered in Guernsey and | |
affecting the Company. | |
Liquidator | Any liquidator of the Company appointed at any time |
under the Laws. | |
Listing Rules | The listing rules made by the Financial Conduct |
Authority under section 73A Financial Services and | |
Markets Act 2000 (as amended). | |
London Stock Exchange | London Stock Exchange plc. |
Member | In relation to shares in the capital of the Company |
means the person (or persons, in respect of joint | |
holders) whose name(s) is/are entered in the Register as | |
the holder(s) of the shares and includes, on the death, | |
disability or insolvency of a Member, any person | |
entitled to such shares on the death, disability or | |
3 |
insolvency of such Member. | |
In relation to shares in the capital of the Company held | |
in an Uncertificated System, means: | |
a) a person who is permitted by an Authorised | |
Operator to transfer, by means of that | |
Uncertificated System, title to Uncertificated | |
shares of the Company held by him; or | |
b) two or more persons who are jointly permitted | |
to do so. | |
Memorandum | The Memorandum of Incorporation of the Company for |
the time being current. | |
Month | Calendar month. |
NAV or Net Asset Value | The value of the assets of the Company less its |
liabilities, or, where relevant, the assets attributable to | |
a class of share less the liabilities attributable to that | |
class of share, in each case determined (by the | |
Administrator) in accordance with the Association of | |
Investment Companies' valuation guidelines and in | |
accordance with the applicable accounting standards | |
adopted by the Company from time to time. | |
Non-Qualified Holder | any person whose ownership of Ordinary Shares (i) may |
result in the U.S. Plan Threshold being exceeded causing | |
the Company's assets to be deemed "plan assets" for | |
the purpose of ERISA or the U.S. Tax Code; (ii) may | |
cause the Company to be required to register as an | |
"investment company" under the U.S. Investment | |
Company Act (including because the holder of the | |
shares is not a "qualified purchaser" as defined in the | |
U.S. Investment Company Act) or to lose an exemption | |
or a status thereunder to which it might be entitled; (iii) | |
may cause the Company to have to register any of its | |
securities under the U.S. Securities Act; (iv) may cause | |
the Company to have to register under the U.S. | |
Exchange Act or any similar legislation; (v) may cause | |
the Company not to be considered a "Foreign Private | |
Issuer" as such term is defined in rule 3b-4(c) under the | |
4 |
U.S. Exchange Act; (vi) may result in a person holding | |
shares in violation of the transfer restrictions put forth | |
in any prospectus published by the Company, from time | |
to time; or (vii) may cause the Company to be a | |
"controlled foreign corporation" for the purposes of the | |
U.S. Tax Code; or (viii) may cause the Company to suffer | |
any pecuniary or tax disadvantage (which will include | |
any excise tax, penalties or liabilities under ERISA or the | |
U.S. Tax Code, including as a result of the Company's | |
failure to comply with FATCA and/or Similar Laws as a | |
result of the Non-Qualified Holder failing to provide | |
information concerning itself as requested by the | |
Company in accordance with the Articles. | |
Office | The registered office at any time of the Company, which |
shall always be located in the Island of Guernsey. | |
Official List | The official list of the Financial Conduct Authority. |
Ordinary Resolution | A resolution of the Company passed as an ordinary |
resolution in accordance with the Companies Law. | |
Ordinary Share | A redeemable ordinary share of no par value in the |
capital of the Company issued and designated as an | |
Ordinary Share of such class as may be determined by | |
the Directors at the time of issue. | |
Participating Security | A security (including a share) the title to units of which |
is permitted by an Authorised Operator to be | |
transferred by means of an Uncertificated System. | |
Person | An individual, a company, a limited liability company, a |
corporation, an association, a joint stock company, a | |
trust, a joint venture, an unincorporated organisation, | |
and a governmental entity or any department, agency, | |
or political subdivision thereof, and any other entity. | |
Present In Person | In relation to general meetings of the Company and to |
meetings of the holders of any class of shares, includes | |
present by attorney or by Proxy or, in the case of a | |
corporate Member, by duly authorised corporate | |
representative. | |
5 |
Proxy | Includes attorney. |
Redemption Date | Any date as determined by the Directors in their |
absolute discretion on which shares will be redeemed in | |
accordance with these Articles. | |
Redemption Price | The Net Asset Value per share (i.e. the Net Asset Value |
divided by the number of Ordinary Shares in issue at the | |
relevant time and expressed in Sterling) as at the | |
Calculation Date less the costs of redemption. | |
Register or Register of Members | The register of Members kept pursuant to the |
Companies Law which shall, unless the context | |
otherwise requires, include the register required to be | |
kept by the Company under the Regulations and the | |
Rules in respect of Company shares held in | |
Uncertificated Form. | |
Regulations | The Uncertificated Securities (Guernsey) Regulations |
2009 (as amended from time to time). | |
Relevant Electronic Address | Shall have the meaning ascribed to it by the Companies |
Law. | |
RIS | A regulatory information service that is approved by the |
Financial Conduct Authority as meeting the primary | |
information provider criteria and that is on the list of | |
regulatory information service providers maintained by | |
the Financial Conduct Authority. | |
Rules | The rules, including any manuals, issued from time to |
time, by an Authorised Operator governing the | |
admission of securities to and the operation of the | |
Uncertificated System managed by such Authorised | |
Operator. | |
Secretary | Any person appointed to perform any of the duties of |
secretary of the Company (including an assistant, | |
deputy or temporary secretary) and in the event of two | |
or more persons being appointed as joint secretaries | |
any one or more of the persons so appointed. | |
shares | Shares of any class in the capital of the Company as well |
6 |
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River and Mercantile UK Micro Cap Investment Company Ltd. published this content on 12 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 12 March 2024 10:12:37 UTC.