SMIF Twentyfour Select Monthly Income Fund Limited

TwentyFour Select Monthly Income Fund Limited
(a closed-ended investment company incorporated in Guernsey with registration number 57985)
(The “Company”)
LEI Number: 549300P9Q5O2B3RDNF78

8 August 2024

RESULT OF ANNUAL GENERAL MEETING

At the Annual General Meeting of the Company held today, all Resolutions set out in the Annual General Meeting Notice sent to Shareholders dated 18 July 2024 were duly passed.

Details of the proxy voting results which should be read along side the Notice are noted below:

Note - A vote withheld is not a vote in law and has not been counted in the votes for and against a resolution. 

The Special Resolutions were as follows:

Special Resolution 13

THAT, the terms of the proposed quarterly tender facility that, among other things, permits the Company to acquire its issued share capital from tendering shareholders, subject to certain restrictions (the “Facility”), the terms and conditions of which constituting the contract of such Facility (the “Agreement”) are set out in the Notice of Quarterly Tenders reproduced in the circular in respect of the Company dated 12 July 2024 (the “Circular”), are hereby approved and authorised pursuant to section 314(2) of the Companies (Guernsey) Law, 2008, as amended (the “Law”) and the Company’s authority to effect the Facility on the terms of the Agreement pursuant to this resolution shall expire on the earlier of the date falling 12 months from the date of this resolution or the date of the Company’s next annual general meeting, save that the Company may, prior to such expiry, enter into a contract to acquire Ordinary Shares under such authority and may make an acquisition of Ordinary Shares pursuant to any such contract.

Special Resolution 14

TO authorise the Company, in accordance with section 315 of the Law to make market acquisitions (as defined in the Law) of its own shares of 1 pence each (either for retention as treasury shares for future re-issue, resale or transfer or cancellation) provided that:

2. the maximum number of Ordinary Shares authorised to be purchased is 14.99 per cent. of the aggregate Ordinary Shares (excluding treasury shares in issue) on the date on which this resolution is passed;
3. the minimum price (exclusive of expenses) which may be paid for an Ordinary Share shall be £0.01 per Ordinary Share;
4. the maximum price (exclusive of expenses) which may be paid for an Ordinary Share shall be the higher of (i) 105 per cent. of the average of the middle market quotations (as derived from the Daily Official List) for the Ordinary Shares for the five business days immediately preceding the date of acquisition and (ii) the higher of the last independent trade and the highest current independent bid on the trading venue on which the purchase is carried out; and
5. unless previously varied, revoked or renewed, the authority hereby conferred shall expire on 31 December 2025 or, if earlier, at the conclusion of the next annual general meeting of the Company to be held in 2025, save that the Company may, prior to such expiry, enter into a contract to acquire Ordinary Shares under such authority and may make an acquisition of Ordinary Shares pursuant to any such contract.

Extraordinary Resolution 15

THAT the Directors of the Company be and they are hereby generally empowered, to allot and issue, to grant rights to subscribe for, or to convert and make offers or agreements to allot and issue equity securities (as defined in Article 6.1 of the Articles) for cash as if the pre-emption rights contained in the Articles in respect of such equity securities did not apply to any such allotment and issuance, provided that this power shall be limited so that it:

2. expires at the conclusion of the next annual general meeting of the Company after the passing of this resolution or on the expiry of 15 months from the passing of this resolution, whichever is the earlier, save that the Company may, before such expiry, make an offer or agreement which would or might require equity securities to be allotted and issued after such expiry and the Directors may allot and issue equity securities in pursuance of any such offer or agreement as if the power conferred hereby had not expired; and
3. shall be limited to the allotment and issuance of equity securities up to an aggregate nominal value of £251,574 being approximately 10 per cent of the nominal value of the issued share capital of the Company, as at 9 July 2024, and representing 25,157,433 Ordinary Shares.

Extraordinary Resolution 16

THAT conditional on extraordinary resolution 14 above having been passed, the Directors of the Company be and they are hereby generally empowered, in addition to and without prejudice to the power granted by extraordinary resolution 14 above, to allot and issue, to grant rights to subscribe for, or to convert and make offers or agreements to allot and issue equity securities (as detailed in Article 6.1 of the Articles) for cash as if the pre-emption rights contained in the Articles in respect of such equity securities did not apply to any such allotment and issuance, provided that this power shall be limited so that it:

2. expires at the conclusion of the next annual general meeting of the Company after the passing of this resolution or on the expiry of 15 months from the passing of this resolution, whichever is the earlier, save that the Company may, before such expiry, make an offer or agreement which would or might require equity securities to be allotted and issued after such expiry and the Directors may allot and issue equity securities in pursuance of any such offer or agreement as if the power conferred hereby had not expired; and
3. shall be limited to the allotment and issuance of additional equity securities up to an aggregate nominal value of £251,574 being approximately 10 per cent of the nominal value of the issued share capital of the Company, as at 9 July 2024, and representing 25,157,433 Ordinary Shares.

Enquiries:

Northern Trust International Fund Administration Services (Guernsey) Limited

The Company Secretary

Trafalgar Court

Les Banques

St Peter Port

Guernsey

GY1 3QL

Tel:        01481 745001

END