REG - GCP Asset Backed Inc - Result of AGM & EGM

GCP Asset Backed Income FundAnnouncement

20/05/2024 11:45

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RNS Number : 1211P  GCP Asset Backed Income Fund Ltd  20 May 2024

 

GCP Asset Backed Income Fund Limited

 

(the "Company" or "GCP Asset Backed")

 

LEI 213800FBBZCQMP73A815

 

Results of Annual General Meeting and Extraordinary General Meeting

 

GCP Asset Backed, which invests in asset backed loans, is pleased to announce
that all resolutions put to the Annual General Meeting and the Extraordinary
General Meeting held today, 20 May 2024, at the registered office of the
Company were duly passed by the shareholders.

 

Total proxy votes of 208,428,575 were noted at the Annual General Meeting.
Details of the proxy votes noted in respect of each resolution are set out
below:

 

 Summary Resolutions(1)                                                          For / Discretion(2)  %       Against     %       Withheld
 1. Ordinary Resolution: THAT the report of the directors and the audited        201,003,108          96.52%  7,239,578   3.48%   185,889
 annual report and financial statements of the Company for the year ended 31
 December 2023 be received and adopted.

 2. Ordinary Resolution: THAT the Directors' remuneration report for the year    200,815,533          96.48%  7,316,198   3.52%   296,844
 ended 31 December 2023 be approved.

 3. Ordinary Resolution: THAT Alex Ohlsson be re-elected as a Director of the    139,171,531          72.18%  53,629,087  27.82%  15,627,956
 Company.

 4. Ordinary Resolution: THAT Marykay Fuller be re-elected as a Director of the  179,150,186          87.77%  24,969,499  12.23%  4,308,890
 Company.

 5. Ordinary Resolution: THAT Philip Braun be elected as a Director of the       186,391,357          89.51%  21,850,025  10.49%  187,193
 Company.

 6. Ordinary Resolution: THAT the Company's dividend policy be approved.         201,188,835          96.57%  7,139,045   3.43%   100,695

 7. Ordinary Resolution:  THAT PwC be re-appointed as auditors of the            201,050,578          96.51%  7,267,682   3.49%   110,315
 Company.

 8. Ordinary Resolution: THAT the Audit Committee be authorised to determine     201,028,452          96.52%  7,256,061   3.48%   144,062
 the remuneration of PwC.

 9. Ordinary Resolution: THAT the Company shall discontinue in its present       165,623,209          80.03%  41,339,510  19.97%  60,714
 form.

 10. Special Resolution: THAT the Directors be generally and unconditionally     198,774,478          95.40%  9,587,154   4.60%   66,943
 authorised to make market purchases of up to 14.99% of the issued share
 capital (excluding shares held in treasury).

 

Total votes of 199,417,629 were cast at the Extraordinary General Meeting.
Details of the proxy votes noted in respect of each resolution are set out
below:

 

 Summary Resolutions(1)                                                          For / Discretion(2)  %       Against     %       Withheld
 1. Ordinary Resolution: THAT the proposed Revised Investment Objective and      163,678,251          82.11%  35,657,515  17.89%  81,863
 Policy be approved and adopted as the Company's investment policy in
 substitution for, and to the exclusion of, the Company's Existing Investment
 Objective and Policy.
 2. Ordiary Resolution: THAT the Side Letter to the Investment Management        122,831,959          61.62%  76,497,575  38.38%  88,095
 Agreement be and is hereby approved.
 3. Special Resolution: THAT the Revised Articles of Association be adopted and  163,664,488          82.10%  35,671,278  17.90%  81,863
 the Board be authorised to issue the Deferred Share.

 

1.     The  full text of the resolutions may be found in the notices of
the Annual General Meeting and Extraordinary General Meeting, a copy of which
is available on both the Company's website
https://www.graviscapital.com/funds/gcp-asset-backed/literature
(https://www.graviscapital.com/funds/gcp-asset-backed/literature) and on the
National Storage Mechanism
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

2.     Any proxy appointments which gave discretion to the Chair, or a
third party were voted for the resolution.

 

The Board notes the votes received in excess of 10% of total votes cast.

 

The AIC Code of Corporate Governance (the "AIC Code") notes that where a
significant proportion of votes have been cast against a resolution at a
general meeting, a company should explain what actions it has taken to
understand the reasons behind the vote. For these purposes, the AIC Code
considers 20% or more of votes cast against a board recommendation for a
resolution as being "significant" as opposed to PIRC, who consider 10% or more
votes cast against a resolution as being significant.

 

The Company will seek to engage with the relevant shareholders who voted
against the resolutions, in order to understand the reasons for their votes
and address their concerns.

 

In accordance with Listing Rule 9.6.2, the full text of the special
resolutions passed at the Annual General Meeting and the Extraordinary General
Meeting has been submitted to the National Storage Mechanism and will shortly
be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

 

For further information please contact:

 

 GCP Asset Backed Income Fund Limited    +44 (0)15 3482 2365
 Alex Ohlsson (Chairman)
 Gravis Capital Management Ltd           +44 (0)20 3405 8500
 Philip Kent
 Cameron Gardner
 Anthony Curl
 Barclays Bank plc                       +44 (0)20 7623 2323
 Dion Di Miceli
 Stuart Muress
 James Atkinson
 Buchanan/Quill                          +44 (0)20 7466 5000
 Helen Tarbet
 Sarah Gibbons-Cook
 Henry Wilson

 

Notes to editors

 

The Company

GCP Asset Backed is a closed-ended investment company traded on the Main
Market of the London Stock Exchange. Its investment objective is to generate
attractive risk-adjusted returns primarily through regular, growing
distributions and modest capital appreciation over the long term.

The Company seeks to meet its investment objective by making investments in a
diversified portfolio of predominantly UK based asset backed loans which have
contracted, predictable medium to long term cash flows and/or physical assets.

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