NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES
Guernsey, 3 December 2012 - The sixth Annual General Meeting (AGM) of Volta Finance Limited (the "Company" or "Volta Finance" or "Volta") was held on 3rd December 2012. All resolutions (listed below) were passed.
1. To adopt the audited financial statements of the Company for the year ended 31 July 2012, including the reports of the Directors and the Auditors (the "Accounts").
2. To re-appoint KPMG Channel Islands Limited of 20 New Street, St Peter Port, Guernsey as the Company's Auditors to hold office until the conclusion of the next AGM.
3. To authorise the Board to negotiate and fix the remuneration of the Auditors in respect of the year ending 31 July 2013.
4. To re-elect Joan Musselbrook as an Independent Director of the Company for a term of three years.
5. To approve a final dividend for the period ended 31 July 2012 in respect of the Company's ordinary shares*, Class B share and Class C shares of €0.26 per share, with an ex-dividend date of 5 December 2012, a record date of 7 December 2012 and a payment date of 28 December 2012.
* Provided always that no dividend shall be paid in respect of any shares held by the Company as treasury shares
6. To renew the authorisation of the Company unconditionally and generally for the purposes of Section 315 of The Companies (Guernsey) Law, 2008 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
Ø 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);
c. such authority shall expire at the conclusion of the next Annual General Meeting of the Company.
In line with the computation mechanism set out in Resolution 6 of the fifth AGM, adopted the 16th of December 2011, the reference price that has been retained is €5.3343 per share. As a consequence, every Volta's shareholder will have to choose to receive either €26 cents per share or to receive one new share for every 20 shares** or any combination of both formulas. The default option will be payment in cash.
Ex dividend date is the 5th December 2012, record date the 7th December 2012 and payment date the 28th of December 2012.
** The payment of dividend in shares in certain jurisdictions may be restricted (for example, such payment may not be offered within the United States or to of the account of US persons without a public offering duly documented and accepted by the relevant U.S. authorities) or prohibited by law. Shareholders are required to inform themselves about and to observe any such restriction and prohibition. [Nothing contained in this notice constitutes legal advice nor is it to be relied on in making an investment or other decision].
ABOUT VOLTA FINANCE LIMITED
Volta Finance Limited is incorporated in Guernsey under the Companies (Guernsey) Laws, 1994 to 1996 (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 €547 billion in assets under management as of the end of June 2012. AXA IM employs approximately 2,415 people around the world and operates out of 21 countries.
State Street (Guernsey) Limited
+44 (0) 1481 715601
For the Investment Manager
AXA Investment Managers Paris
+33 (0) 1 44 45 84 47
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 press release is not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"). Volta Finance has not registered, and does not intend to register, any portion of any offering of its securities in the United States or to conduct a public offering of any securities in the United States.
This document is being distributed by Volta Finance Limited in the United Kingdom only to investment professionals falling within article 19(5) of the Financial Services and Market Act 2000 (Financial Promotion) Order 2005 (the "Order") or high net worth companies and other persons to whom it may lawfully be communicated, falling within article 49(2)(A) to (E) of the Order ("Relevant persons"). The shares are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire the shares will be engaged 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.
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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Source: Volta Finance Limited via Thomson Reuters ONE