AGM Information • Jul 14, 2025
AGM Information
Open in ViewerOpens in native device viewer
Notice of Extraordinary General Meeting 2025
If you are in any doubt about the contents of this document, or the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant, independent financial advisor or other person duly authorised under the Financial Services and Markets Act 2000 if you are taking advice in the United Kingdom, under the Financial Services (Jersey) Law 1998 if you are taking advice in Jersey, or from an appropriately authorised independent financial advisor if you are in a territory outside the United Kingdom or Jersey.
If you have sold or transferred all of your holding of shares in Henderson Far East Income Limited please forward this document, the attached Notices and accompanying Form of Proxy to the purchaser or agent through whom the sale was effected for transmission to the purchaser or transferee. The distribution of this document and/or the accompanying Form of Proxy in jurisdictions other than Jersey or the United Kingdom may be restricted by law and therefore persons into whose possession this document and/or the accompanying Form of Proxy comes should inform themselves about and observe such restrictions. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction.
(incorporated and registered in Jersey with registration number 95064)
To consider the proposal to authorise the directors to allot ordinary shares on a non-pre-emptive basis up to 10 per cent of the issued share capital as at the date of the Meeting
Notice of an Extraordinary General Meeting to be held at the offices of Janus Henderson Investors, 201 Bishopsgate, London, EC2M 3AE on 5 August 2025 at 10.30 am set out at the end of this document.
Shareholders are requested to complete and return the personalised Form of Proxy accompanying this document for use at the Extraordinary General Meeting. To be valid, the Form of Proxy must be completed and returned in accordance with the instructions printed thereon by post or by hand (during normal business hours) to the Company's Registrar, Computershare Investor Services (Jersey) Limited, c/o The Pavilions, Bridgewater Road, Bristol BS99 6ZY, United Kingdom as soon as possible, but in any event so as to be received by no later than 10.30 am on 1 August 2025.
| Below | |
|---|---|
| Letter from the Chairman 2 - 3 | |
| Notice of Extraordinary General Meeting 4 | |
| Notes 5 |
| Latest time and date for receipt of Form of Proxy10.30 am on Friday, 1 August 2025 | |
|---|---|
| Extraordinary General Meeting 10.30 am on Tuesday, 5 August 2025 |
(incorporated and registered in Jersey with registration number 95064)
Ronald Gould (Chairman) 1IFC, The Esplanade Julia Chapman St Helier Timothy Clissold Jersey Carole Ferguson JE1 4BP Nicholas George Susan Rippingall
Directors: Registered office:
Principal place of business:
201 Bishopsgate London EC2M 3AE
Henderson Far East Income Limited (the 'Company') is proposing to hold an Extraordinary General Meeting on 5 August 2025 at 10.30 am (the 'Meeting'). The sole purpose of the Meeting will be to approve the directors' authority to allot ordinary shares on a non-pre-emptive basis up to a number of ordinary shares equivalent to 10 per cent of the total number of ordinary shares in issue as at the date of the Meeting. The purpose of this document is to provide you with the background to and details of the resolution and to seek your approval for the resolution proposed. The Notice convening the Extraordinary General Meeting is set out on page 4 of this document.
The Board believes that approval of the resolution at the Meeting is in the best interests of shareholders as a whole and recommends that you vote in favour of the resolution at the Meeting. You are therefore urged to complete and return the Form of Proxy without delay.
At the annual general meeting ('AGM') held on 24 January 2025, shareholders authorised the directors to allot ordinary shares on a non-pre-emptive basis of up to 10 per cent of the issued share capital as at the date of the resolution. Since the AGM, 10,435,000 new ordinary shares have been issued. The Board believes that the current capacity under the existing shareholder authority will prove insufficient to allow the Board to continue to satisfy demand for the ordinary shares during the period up to the Company's next annual general meeting. If such authority is granted by shareholders, the directors will only use the authority to issue shares on a non-pre-emptive basis: (i) at a premium to net asset value; (ii) to meet demand from investors; and (iii) when the directors believe that it is in the best interests of the Company and its shareholders to do so.
The Board believes that the Company's continuing ability to issue ordinary shares at a premium to net asset value increases liquidity, spreads the fixed costs of the Company over a larger asset base and reduces volatility by preventing the build-up of excessive demand for shares. The Fund Manager continues to find investments into which fresh capital can be deployed effectively. The costs of seeking fresh authorities are minimal and are well covered by the premium on issuing new ordinary shares, and shares issued at a premium increase the net asset value for existing shareholders. Therefore, the Board believes that it is advantageous for the Company to be able to continue to issue new shares to investors when the directors consider that it is in the best interests of shareholders to do so.
To ensure that the Company will be able to continue to issue new shares, the directors are seeking shareholder approval for authority to allot ordinary shares on a non-pre-emptive basis up to a number equal to 10 per cent of the issued share capital at the date of the Meeting. The proceeds of any such issue will be available for investment in line with the Company's investment objective and policy.
The resolution to be considered at the Meeting will, if passed, authorise the directors to allot up to 17,818,467 ordinary shares or such amount being equivalent to 10 per cent of the issued share capital at the date of the Meeting.
Shareholders will find enclosed a personalised Form of Proxy for use in relation to the Meeting. This should be completed and returned to the Company's Registrar, Computershare Investor Services (Jersey) Limited, c/o The Pavilions, Bridgewater Road, Bristol BS99 6ZY, United Kingdom as soon as possible, but in any event so as to be received by no later than 10.30 am on 1 August 2025.
The Board considers the passing of the resolution to be in the best interests of the Company and shareholders as a whole. Accordingly, the Board unanimously recommends that shareholders vote in favour of the resolution to be proposed at the Meeting as the directors intend to do so in respect of their own beneficial holdings.
Yours faithfully
Ronald Gould
Chairman 8 July 2025
(incorporated and registered in Jersey with registration number 95064)
Notice is hereby given that an extraordinary general meeting of Henderson Far East Income Limited ('the Company') will be held at 201 Bishopsgate, London, EC2M 3AE on 5 August 2025 at 10.30 am for the following purpose:
Special business
1 Allotment of ordinary shares on a non-pre-emptive basis (Special resolution requiring two thirds of voting shareholders to approve)
THAT, the directors are authorised to allot on a non-pre-emptive basis, a number of unissued ordinary shares up to a number equivalent to 10 per cent of the total number of ordinary shares in issue as at the date of the Meeting, provided that this authority shall expire (unless and to the extent previously revoked, varied or renewed by the Company in general meetings) at the earlier of the conclusion of the next annual general meeting of the Company or 15 months from the date of this resolution but so that this power shall enable the Company to make offers or agreements before such expiry which would or might require ordinary shares to be issued after such expiry and the directors of the Company may issue ordinary shares in pursuance of any such offer or agreement as if such expiry had not occurred.
By Order of the Board For and on behalf of Janus Henderson Secretarial Services UK Limited Company Secretary
Registered Office: IFC1, The Esplanade St. Helier Jersey JE1 4BP
8 July 2025
Pursuant to Article 40 of the Companies (Uncertificated Securities) (Jersey) Order 1999, the Company specifies that only those shareholders entered on the Register of Members of the Company as at 10.30 am on 1 August 2025 or, in the event that the Meeting is adjourned, on the Register of Members 48 hours before the time of any adjourned meeting, shall be entitled to attend and vote at the Meeting in respect of the number of ordinary shares registered in their name at that time. Changes to the entries on the Register of Members after 10.30 am on 1 August 2025 or, in the event that the Meeting is adjourned, in the Register of Members 48 hours before the time of any adjourned meeting, shall be disregarded in determining the rights of any person to attend or vote at the Meeting, notwithstanding any provisions in any enactment, the Articles of Association of the Company or other instrument to the contrary.
A member entitled to attend and vote is entitled to appoint a proxy or proxies to attend and, on a poll, to vote instead of him. A proxy need not be a member of the Company. A Form of Proxy is enclosed.
Instruments of proxy and the power of attorney or other authority, if any, under which they are signed or a notarially certified copy of that power of attorney or authority should be sent to The Registrars, Computershare Investor Services (Jersey) Limited, c/o The Pavilions, Bridgwater Road, Bristol BS99 6ZY so as to arrive not less than 48 hours before the time fixed for the Meeting.
A Form of Proxy is enclosed and to be valid must be lodged with the Company's Registrars (Computershare Investor Services (Jersey) Limited, c/o The Pavilions, Bridgwater Road, Bristol BS99 6ZY) before 10.30 am on 1 August 2025. A member may terminate a proxy's authority at any time before the commencement of the Meeting. Termination must be provided in writing and submitted to the Company's Registrar at the above address.
Members may not use any electronic address provided either in the Notice or any related documents (including the Form of Proxy) to communicate with the Company for any purpose other than those expressly stated.
CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for the Meeting and any adjournment(s) thereof by utilising the procedures described in the CREST manual, which is available to download from the Euroclear website (www.euroclear.com/CREST). CREST personal members
or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a 'CREST Proxy Instruction') must be properly authenticated in accordance with Euroclear UK & Ireland Limited's specifications and must contain the information required for such instructions, as described in the CREST manual. The message must be transmitted so as to be received by the Issuer's agent (ID 3RA50) by the latest time for receipt of proxy appointments specified in note (4) above. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST applications host) from which the Issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.
CREST members and, where applicable, their CREST sponsors or voting service provider(s) should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility
of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST manual concerning practical limitations of the CREST system and timings.
The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Article 34 of the Companies (Uncertificated Securities) (Jersey) Order 1999.
A copy of the Notice of the Extraordinary General Meeting is available on the Company's website, www.hendersonfareastincome.com
As at 8 July 2025 (being the last practicable date prior to the publication of this Notice) the Company's issued share capital comprised 178,184,679 ordinary shares of no par value. Each ordinary share carries the right to one vote at a general meeting of the Company and, therefore, the total number of voting rights in the Company as at 8 July 2025 was 178,184,679.
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.