VOLTA FINANCE - RESULTS OF THE EIGHTH AGM AND DIVIDEND ANNOUNCEMENT
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES
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Guernsey, 3 December 2014 - The eighth Annual General Meeting (AGM) of Volta Finance Limited (the "Company" or "Volta Finance" or "Volta") was held on 3 December 2014. All resolutions (listed below) were passed.
1. To adopt the audited financial statements of the Company for the year ended 31 July 2014, including the reports of the Directors and the Auditor (the "Accounts").
2. To re-appoint KPMG Channel Islands Limited of Glategny Court, Glategny Esplanade, St Peter Port, Guernsey as the Company`s Auditor to hold office until the conclusion of the next AGM.
3. To authorise the Board to negotiate and fix the remuneration of the Auditor in respect of the year ending 31 July 2015.
4. To elect Paul Meader as the Senior Independent Director of the Company for an initial term of three years.
5. To elect Stephen Le Page as an Independent Director of the Company for an initial term of three years.
6. To approve a final dividend for the year ended 31 July 2014 in respect of the Company`s ordinary shares, Class B share and Class C shares of €0.30 per share, with an ex-dividend date of 5 December 2014, a record date of 8 December 2014 and a payment date of 9 December 2014.
7. To renew the authorisation of the Company unconditionally and generally for the purposes of Section 315 of the Companies (Guernsey) Law, 2008 (as amended) to make market purchases* of ordinary shares in the Company provided that:
a. the maximum number of ordinary shares in each class authorised to be purchased is 14.99% of each class of the ordinary shares in issue at any time;
b. the minimum price payable by the Company for each ordinary share is 1% of the average of the mid-market values of the ordinary shares of that class in the Company for the five business days prior to the date of the market purchase and the maximum price payable by the Company for each ordinary share will not be more than 105% of the average of the mid-market values of the ordinary shares of that class in the Company for the five business days prior to the date of the market purchase; and
c. such authority shall expire at the conclusion of the next Annual General Meeting of the Company.
* Provided always that the market purchase will meet the criteria stipulated in the Commission Regulation (EC) of 22 December 2003 implementing the Market Abuse Directive as regards exemptions for buy-back programmes and stabilisation of financial instruments (No 2273/2003) (unless the purchases would not bear the risk of breaching the market manipulation prohibition).
8. To approve the admission of the Company`s shares to the premium listing segment of the Official List of the UKLA and to trading on the London Stock Exchange plc`s Main Market (the "Admission").
The following Special Resolutions were unable to be considered as the requisite quorum of members was not present in person or by proxy:
9. In accordance with regulation 2 of the Companies (Transitional Provisions) Regulations, 2008 and to ensure compliance with section 15(2) of the Companies (Guernsey) Law, 2008 as amended (the "Law") to alter the existing Memorandum of Association of the Company as follows:
by deleting paragraph 3 in its entirety and replacing it as follows:
"3. The objects and powers of the Company are not restricted."
by deleting paragraph 5 in its entirety and replacing it as follows:
"5. The Company is a non-cellular company within the meaning of section 2(1)(c) of the Companies (Guernsey) Law, 2008, as amended."
(c) by deleting paragraphs 6, 7, 8 and 9 in their entirety and renumbering the remaining paragraphs accordingly; and
(d) so as to incorporate all conforming changes to the new Memorandum of Incorporation attached to this notice and marked "A" for the purposes of identification.
To approve and adopt certain amendments to the Articles of Incorporation, including, amongst other things, the amendments to the quorum necessary for general shareholder meetings and the amendments to the directors` powers to declare dividends, each as highlighted in the copy of the Articles of Incorporation attached to this notice and marked "B" for the purposes of identification.
Subject to Shareholder approval of Admission, to approve and adopt the amendments to the Articles of Incorporation necessary for the Admission, each as highlighted in the copy of the Articles of Incorporation attached to this notice and marked "C" for the purposes of identification.
This meeting will therefore be re-convened for seven days hence being Wednesday, 10 December 2014 at 10.00am (London time) to consider these special resolutions again.
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ABOUT VOLTA FINANCE LIMITED
Volta Finance Limited is incorporated in Guernsey under The Companies (Guernsey) Law, 2008 (as amended) and listed on Euronext Amsterdam. Its investment objectives are to preserve capital and to provide a stable stream of income to its shareholders through dividends. For this purpose, it pursues a multi-asset investment strategy targeting various underlying assets. The assets that the Company may invest in either directly or indirectly include, but are not limited to: corporate credits; sovereign and quasi-sovereign debt; residential mortgage loans; automobile loans. Volta Finance Limited`s basic approach to its underlying assets is through vehicles and arrangements that provide leveraged exposure to some of those underlying assets.
Volta Finance Limited has appointed AXA Investment Managers Paris, an investment management company with a division specialised in structured credit, for the investment management of all its assets.
ABOUT AXA INVESTMENT MANAGERS
AXA Investment Managers (AXA IM) is a multi-expert asset management company within the AXA Group, a global leader in financial protection and wealth management. AXA IM is one of the largest European-based asset managers with €607 billion in assets under management as of the end of September 2014. AXA IM employs approximately 2,300 people around the world and operates out of 21 countries.
CONTACTS
Company Secretary
Sanne Group (Guernsey) Limited
+44 (0) 1481 739810
Portfolio Administrator
Sanne Group (Guernsey) Limited
For the Investment Manager
AXA Investment Managers Paris
Serge Demay
serge.demay@axa-im.com
+33 (0) 1 44 45 84 47
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This press release is for information only and does not constitute an invitation or inducement to acquire shares in Volta Finance. Its circulation may be prohibited in certain jurisdictions and no recipient may circulate copies of this document in breach of such limitations or restrictions.
This document is not an offer for sale of the securities referred to herein in the United States or to persons who are "U.S. persons" for purposes of Regulation S under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or otherwise in circumstances where such offer would be restricted by applicable law. Such securities may not be sold in the United States absent registration or an exemption from registration from the Securities Act. The company does not intend to register any portion of the offer of such securities in the United States or to conduct a public offering of such securities in the United States.
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This communication is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). The securities referred to herein are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
Past performance cannot be relied on as a guide to future performance.
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This press release contains statements that are, or may deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "anticipated", "expects", "intends", "is/are expected", "may", "will" or "should". They include the statements regarding the level of the dividend, the current market context and its impact on the long-term return of Volta`s investments. By their nature, forward-looking statements involve risks and uncertainties and readers are cautioned that any such forward-looking statements are not guarantees of future performance. Volta Finance`s actual results, portfolio composition and performance may differ materially from the impression created by the forward-looking statements. Volta Finance does not undertake any obligation to publicly update or revise forward-looking statements.
Any target information is based on certain assumptions as to future events which may not prove to be realised. Due to the uncertainty surrounding these future events, the targets are not intended to be and should not be regarded as profits or earnings or any other type of forecasts. There can be no assurance that any of these targets will be achieved. In addition, no assurance can be given that the investment objective will be achieved.
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This announcement is distributed by NASDAQ OMX Corporate Solutions on behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Volta Finance Limited via GlobeNewswire
HUG#1876926
