An extraordinary General Meeting of Baltic Horizon Fund investors took place on 29 January 2019 in Stockholm, Sweden.
No investors registered as attending. Quorum was not reached, investors were not able to adopt the proposed resolution, and so a new General Meeting is scheduled with the same agenda.
The new meeting will be held on 19 February 2019 at 15:00 (CET, local Swedish time) at Wallingatan 34, 111 24, Stockholm, Sweden. Registration for the meeting will begin at 14:00 CET.
The meeting is convened in accordance with sections 8.3, 8.7, 10.3.1, 10.4 and 10.11 of the Rules of Baltic Horizon Fund and sections 47-1 and 55-9 of the Investment Funds Act of Estonia.
The total number of units and votes in Baltic Horizon Fund amounts to 78,752,800.
Agenda
- Resolution on the issuance of new units by way of private placement
Unit-holders are invited to send questions and comments on the agenda to the Baltic Horizon fund manager at Tarmo.Karotam@nh-cap.com by 12 February 2019. Northern Horizon Capital AS will respond to these questions and comments at the meeting itself.
Participation – requirements and notice
Investors who are entered in the Baltic Horizon Fund registry of unit-holders maintained by Nasdaq CSD SE ten days before the date of the new General Meeting, i.e. at the end of business of Nasdaq CSD SE on 8 February 2019, are entitled to participate in the meeting.
In order to facilitate the registration process, investors whose units are registered in their own name are invited to provide notice of their attendance by 12 February to bhfmeeting@nh-cap.com. Notice should include name, personal identification number (or the registration number of the legal person), address, number of units represented and, if applicable, attendance of any representatives, along with the name and personal identification number of the representatives. The attendance of a representative does not deprive the unit-holder of the right to participate at the meeting.
Instructions to holders of Baltic Horizon Fund units registered with Euroclear Sweden AB in Sweden
Notice of participation should be sent by 16:00 CET on 12 February 2019 to bhfmeeting@nh-cap.com. Notice should include name, personal identification number (or the registration number of the legal person), address, number of units represented and, if applicable, attendance of any representatives, along with the name and personal identification number of the representatives. The attendance of a representative does not deprive the unit-holder of the right to participate at the meeting.
Representation under a power of attorney
Unit-holders whose representatives are acting under a power of attorney are requested to prepare a written power of attorney for the representative in Estonian or English (templates can be found at Annex 1).
A copy of the executed power of attorney should be sent to bhfmeeting@nh-cap.com together with the notice of participation. In case the power of attorney is issued by a legal person, a certified copy of the registration certificate (or equivalent certificate of authority) shall also be submitted together with, as applicable, the documents certifying the authority of the representative in case the power of attorney is signed by a person under a power of attorney.
Baltic Horizon Fund is registered in Estonia, which means that any power of attorney (or any certified copy of the registration certificate of a legal person) issued in a foreign country should be notarised and accompanied by an apostille. The apostille requirement applies, for example, to powers of attorney issued and notarised in Sweden or Finland.
Instructions for the day of the General Meeting
We kindly ask investors to bring a personal identification document, and for their representatives also to present the original written power of attorney in English or Estonian. In case the unit-holder is a legal person, documentation in Estonian or English certifying the authority of the unit-holder’s representative or the signatory of the power of attorney will also be requested.
Data collected by Northern Horizon Capital AS from powers of attorney, the unitholders registry maintained by Nasdaq CSD SE, and the list of holders of units registered in the Euroclear Sweden AB system will be used for the purpose of registration and preparing the voting list for the meeting.
Northern Horizon Capital AS proposals on the agenda item
Northern Horizon Capital AS proposes that the General Meeting resolves to issue new Baltic Horizon Fund units under the following conditions:
- The new units are to be issued at a price corresponding to the weighted average price of Baltic Horizon Fund units on the Nasdaq Tallinn Stock Exchange during the 90 days preceding to (as applicable):
- the date of concluding a subscription agreement with an investor; or
- first day of the subscription period; or
- the date of the subscription order.
- Proceeds from the issuance of new units will be used for new investments into real estate properties;
- The new units will be issued at once or on several occasions in 2019, as decided by Northern Horizon Capital AS, based on the funding needs for new acquisitions of real estate properties;
- The new units will be issued by way of private placement, i.e. no public offering will be made and no prospectus registered. The new units to be issued represent, over a period of 12 months, less than 20 % of the number of Baltic Horizon Fund units already admitted to trading.
Annex 1:
Form of power of attorney to appoint a representative for the General Meeting (in Estonian)
Form of power of attorney to appoint a representative for the General Meeting (in English)
For additional information, please contact:
Tarmo Karotam
Baltic Horizon Fund manager
E-mail tarmo.karotam@nh-cap.com
www.baltichorizon.com
Baltic Horizon Fund is a registered contractual public closed-end real estate fund that is managed by Alternative Investment Fund Manager license holder Northern Horizon Capital AS.
Distribution: GlobeNewswire, Nasdaq Tallinn, Nasdaq Stockholm, www.baltichorizon.com
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