Company number 119412
THE COMPANIES (JERSEY) LAW 1991
A PUBLIC COMPANY LIMITED BY SHARES
ARTICLES OF ASSOCIATION
of
GCP ASSET BACKED INCOME FUND LIMITED
(Adopted by Special Resolution passed on 6 June 2018[●] May 2024)
1
TABLE OF CONTENTS | ||
2. | LIMITED LIABILITY | 1617 |
3. | STATED CAPITAL ACCOUNTS | 17 |
4. | RIGHTS ATTACHED TO SHARES | 1718 |
5. | SWITCHING OF ORDINARY SHARES | 1819 |
6. | OFFERS TO SHAREHOLDERS TO BE ON A PRE-EMPTIVE BASIS | 1920 |
7. | POWER TO PAY COMMISSION AND BROKERAGE | 2122 |
8. | ALTERATION OF SHARE CAPITAL | 2122 |
9. | POWER TO ISSUE REDEEMABLE SHARES | 22 |
10. | POWER TO PURCHASE OWN SHARES | 22 |
11. | TREASURY SHARES | 2223 |
12. | POWER TO REDUCE CAPITAL | 2223 |
13. | TRUSTS NOT RECOGNISED | 2223 |
14. | RIGHTS AND CONVERSION MECHANICS OF C SHARES | 23 |
15. | VARIATION OF CLASS RIGHTS | 33 |
16. | ISSUE OF CERTIFICATES | 34 |
17. | CHARGES FOR AND REPLACEMENT OF CERTIFICATES | 35 |
18. | LIEN ON PARTLY PAID SHARES | 35 |
19. | ENFORCEMENT OF LIEN | 36 |
20. | CALLS | 36 |
21. | INTEREST ON CALLS | 36 |
22. | SUMS TREATED AS CALLS | 37 |
23. | POWER TO DIFFERENTIATE | 37 |
24. | PAYMENT OF CALLS IN ADVANCE | 37 |
2 |
25. | NOTICE OF UNPAID CALLS | 37 |
26. | FORFEITURE FOLLOWING NON-COMPLIANCE WITH NOTICE | 37 |
27. | POWER TO ANNUL FORFEITURE OR SURRENDER | 38 |
28. | DISPOSAL OF FORFEITED OR SURRENDERED SHARES | 38 |
29. | ARREARS TO BE PAID NOTWITHSTANDING FORFEITURE OR SURRENDER | 38 |
30. | SALE OF SHARES OF UNTRACED MEMBERS | 39 |
31. | APPLICATION OF PROCEEDS OF SALE | 39 |
32. | RIGHT TO TRANSFER SHARES | 40 |
33. | TRANSFER OF CERTIFICATED SHARES | 40 |
34. | TRANSFER OF UNCERTIFICATED SHARES | 40 |
35. | INFORMATION RIGHTS AND FORCED TRANSFER | 40 |
36. | POWER TO REFUSE REGISTRATION OF TRANSFERS OF CERTIFICATED SHARES | 43 |
37. | POWER TO REFUSE TRANSFERS OF UNCERTIFICATED SHARES | 43 |
38. | OTHER PROVISIONS ON TRANSFERS | 43 |
39. | OVERSEAS BRANCH REGISTER | 44 |
40. | RENUNCIATIONS OF ALLOTMENT | 44 |
41. | TRANSMISSION ON DEATH | 44 |
42. | ELECTION OF PERSON ENTITLED BY TRANSMISSION | 44 |
43. | RIGHTS OF PERSON ENTITLED BY TRANSMISSION | 45 |
44. | UNCERTIFICATED SHARES - GENERAL POWERS | 45 |
45. | DISCLOSURE OF INTERESTS IN SHARES | 47 |
46. | ANNUAL GENERAL MEETINGS | 50 |
47. | CONVENING OF GENERAL MEETINGS | 50 |
48. | ORDERLY CONDUCT OF MEETINGS | 50 |
49. | NOTICE OF GENERAL MEETINGS | 52 |
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50. | AMENDMENTS TO RESOLUTIONS | 53 |
51. | OMISSION OR NON-RECEIPT OF NOTICE | 5453 |
52. | PROCEEDINGS AT GENERAL MEETINGS | 54 |
53. | CHAIRMAN | 5554 |
54. | DIRECTORS AND OTHERS ENTITLED TO ATTEND AND SPEAK | 55 |
55. | ADJOURNMENT | 55 |
56. | METHOD OF VOTING AND DEMAND FOR POLL | 5655 |
57. | TAKING A POLL | 56 |
58. | CONTINUANCE OF BUSINESS AFTER DEMAND FOR POLL | 57 |
59. | VOTING RIGHTS | 57 |
60. | VOTING RIGHTS OF JOINT HOLDERS | 57 |
61. | VOTING RIGHTS OF MEMBERS INCAPABLE OF MANAGING THEIR AFFAIRS | 57 |
62. | VOTING RIGHTS SUSPENDED WHERE SUMS OVERDUE | 5857 |
63. | OBJECTIONS TO ADMISSIBILITY OF VOTES | 58 |
64. | PROXIES | 58 |
65. | FORM OF PROXY | 58 |
66. | DEPOSIT OF PROXY | 59 |
67. | NOTICE OF REVOCATION OF PROXY | 61 |
68. | NUMBER OF DIRECTORS | 61 |
69. | DIRECTORS NEED NOT BE MEMBERS | 61 |
70. | AGE OF DIRECTORS | 61 |
71. | APPOINTMENT OF DIRECTORS | 6261 |
72. | SEPARATE RESOLUTIONS FOR APPOINTMENT OF EACH DIRECTOR | 62 |
73. | RETIREMENT OF DIRECTORS | 62 |
74. | SELECTION OF DIRECTORS TO RETIRE BY ROTATION | 6362 |
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75. | REMOVAL OF DIRECTORS | 63 |
76. | VACATION OF OFFICE OF DIRECTOR | 6463 |
77. | EXECUTIVE DIRECTORS | 64 |
78. | POWER TO APPOINT ALTERNATE DIRECTORS | 6564 |
79. | REMUNERATION OF DIRECTORS | 65 |
80. | SPECIAL REMUNERATION | 6665 |
81. | EXPENSES | 66 |
82. | PENSIONS AND OTHER BENEFITS | 66 |
83. | GENERAL POWERS OF THE BOARD TO MANAGE COMPANY'S BUSINESS | 66 |
84. | POWER TO ACT NOTWITHSTANDING VACANCY | 6766 |
85. | PROVISIONS FOR EMPLOYEES | 6766 |
86. | POWER TO CHANGE NAME | 67 |
87. | POWER TO BORROW MONEY | 67 |
88. | DELEGATION TO INDIVIDUAL DIRECTORS | 67 |
89. | COMMITTEES | 67 |
90. | LOCAL BOARDS | 68 |
91. | POWERS OF ATTORNEY | 68 |
92. | DESIGNATION AS "DIRECTOR" | 6968 |
93. | DIRECTORS' INTERESTS AND VOTING | 6968 |
94. | AUTHORISATION OF CONFLICTS OF INTEREST | 7271 |
95. | BOARD MEETINGS | 73 |
96. | NOTICE OF BOARD MEETINGS | 73 |
97. | QUORUM | 7473 |
98. | CHAIRMAN OR DEPUTY CHAIRMAN TO PRESIDE | 7473 |
99. | COMPETENCE OF MEETINGS | 7473 |
5 |
100. | VOTING | 74 |
101. | TELEPHONE AND VIDEO CONFERENCE MEETINGS | 74 |
102. | RESOLUTIONS IN WRITING | 7574 |
103. | VALIDITY OF ACTS OF DIRECTORS IN SPITE OF FORMAL DEFECT | 75 |
104. | MINUTES | 75 |
105. | SECRETARY | 7675 |
106. | SEAL | 7675 |
107. | AUTHENTICATION OF DOCUMENTS | 7776 |
108. | DECLARATION OF DIVIDENDS BY THE COMPANY | 7776 |
109. | FIXED AND INTERIM DIVIDENDS | 7776 |
110. | CALCULATION AND CURRENCY OF DIVIDENDS | 77 |
111. | METHOD OF PAYMENT | 7877 |
112. | DIVIDENDS NOT TO BEAR INTEREST | 7978 |
113. | CALLS OR DEBTS MAY BE DEDUCTED FROM DIVIDENDS | 7978 |
114. | UNCLAIMED DIVIDENDS ETC | 7978 |
115. | UNCASHED DIVIDENDS | 79 |
116. | DIVIDENDS IN SPECIE | 8079 |
117. | SCRIP DIVIDENDS | 8079 |
118. | CAPITALISATION OF RESERVES | 8180 |
119. | FIXING OF RECORD DATES | 8281 |
120. | ACCOUNTING RECORDS | 82 |
121. | FORM OF NOTICES | 8382 |
122. | SERVICE OF NOTICES | 8382 |
123. | SUSPENSION OF POSTAL SERVICES | 8483 |
124. | NOTICE BY ADVERTISEMENT | 8483 |
6 |
125. | EVIDENCE OF SERVICE | 8483 |
126. | RECORD DATE FOR SERVICE | 85 |
127. | ADDRESSES OF MEMBERS | 8685 |
128. | SERVICE OF NOTICE ON PERSON ENTITLED BY TRANSMISSION | 86 |
129. | AUTHENTICATION OF DOCUMENTS SENT BY ELECTRONIC MEANS | 8786 |
130. | DESTRUCTION OF DOCUMENTS | 8786 |
131. | DIRECTORS' POWER TO WIND UP | 8887 |
132. | POWERS TO DISTRIBUTE IN SPECIE | 8887 |
133. | INDEMNITY OF OFFICERS | 8988 |
134. | FUNDING OF DEFENCE PROCEEDINGS | 8988 |
135. | DIRECTORS' AND OFFICERS' LIABILITY INSURANCE | 8988 |
136. | COMPULSORY REDEMPTION MECHANISM | 89 |
137. | RIGHTS ATTACHED TO THE DEFERRED SHARE | 90 |
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Company number 119412
THE COMPANIES (JERSEY) LAW 1991
A PUBLIC COMPANY LIMITED BY SHARES
ARTICLES OF ASSOCIATION
of
GCP ASSET BACKED INCOME FUND LIMITED
(Adopted by Special Resolution passed on 6 June 2018[●] May 2024)
PRELIMINARY
1. DEFINITIONS AND INTERPRETATION
The Standard Table shall be excluded from application in its entirety to the Company and the following provisions shall constitute the articles of the Company in place of the Standard Table.
In these Articles unless the context or law otherwise requires, the following words and expressions shall have the meanings respectively assigned to them below:
"address" | means in relation to a notice or other communication in writing, |
a postal address and, in relation to a notice or another | |
communication in electronic form, a number or address used for | |
the purposes of sending or receiving documents or information | |
by electronic means (including in the case of an uncertificated | |
proxy instruction permitted pursuant to Article 66.4, an | |
identification number of a participant in the relevant system | |
concerned). | |
"Administrator" | means Link Alternative Fund Services (Jersey) Limited or such |
administrator as may be appointed from time to time by the | |
Company. | |
"AML Legislation" | means the Proceeds of Crime (Jersey) Law 1999, the Money |
Laundering (Jersey) Order 2008 or any other applicable anti- | |
money laundering legislation or regulation. | |
"Articles" | means these articles of association, as amended from time to |
time. |
8
"Associated Company" | means a company or other body corporate which is (or, where | |
the context admits, was at any relevant time) associated with the | ||
Company. For the purposes of this definition: | ||
(a) | bodies corporate are associated if one is a subsidiary of the | |
other or both are subsidiaries of the same body corporate; | ||
and | ||
(b) | companies are associated if one is a subsidiary of the other | |
or both are subsidiaries of the same body corporate. | ||
"benefit plan investor" | has the meaning ascribed to it in in section 3(42) of ERISA and | |
any regulations promulgated thereunder including without | ||
limitation: | ||
(a) | any "employee benefit plan" as defined in section 3(3) of | |
ERISA that is subject to the provisions of Part 4 of Title I of | ||
ERISA; | ||
(b) | a "plan" as defined in and subject to section 4975 of the U.S. | |
Code, including an individual retirement account or other | ||
arrangement that is subject to section 4975 of the U.S. | ||
Code; and | ||
(c) | any entity which is deemed to hold the assets of any of the | |
foregoing types of plans, accounts or arrangements by | ||
reason of any such plans' investment in the entity, a "plan" | ||
that is subject to the prohibited transaction provisions of | ||
section 4975 of the U.S. Code, and entities the assets of | ||
which are treated as "plan assets" under section 3(42) of | ||
ERISA by reason of investment therein by benefit plan | ||
investors. | ||
"board" | means the board of directors for the time being of the Company. | |
"business day" | means a day (except Saturday or Sunday) on which banks in the | |
City of London and Jersey are normally open for business or such | ||
other day as the directors may determine. | ||
"C Shares" | means "C" shares of no par value in the capital of the Company | |
of such classes (denominated in such currencies) as the directors | ||
may determine in accordance with these Articles having the | ||
rights set out in these Articles and which will convert into |
9
Ordinary Shares of the relevant class in accordance with the | |
terms of these Articles. | |
"certificated" | means in relation to a share, that title to the share is recorded |
on the register as being held in certificated form. | |
"CIF Law" | means the Collective Investment Funds (Jersey) Law 1998. |
"clear days" | means in relation to the period of a notice or other |
communication, that period excluding the day when the notice | |
or other communication is given or deemed to be given and the | |
day for which it is given or on which it is to take effect. | |
"committee" | means a committee of the board. |
"Companies Law" | means the Companies (Jersey) Law 1991, as amended, and any |
subsidiary legislation from time to time made thereunder, | |
including any statutory modifications or re-enactments for the | |
time being in force. | |
"Company" | means GCP Asset Backed Income Fund Limited, a company |
incorporated in Jersey and a Listed Fund pursuant to the CIF Law | |
and the JFSC Codes. | |
"CRS" | means the Common Reporting Standard, developed by the OECD |
with G20 countries and approved by the OECD Council on 15 July | |
2014, on the standard for automatic exchange of financial | |
account information for tax purposes and published by the | |
OECD, and Council Directive 2014/107/EU of 9 December 2014 | |
amending Directive 2011/16/EU as regards mandatory | |
automatic exchange of information in the field of taxation, | |
together with any regulations, forms, instructions or other | |
guidance issued thereunder (now or in the future). | |
"Currency Conversion | has the meaning set out at Article 5. |
Calculation Date" | |
"Deferred Share" | the non-redeemable deferred share in the capital of the |
Company, having the rights and being subject to the restrictions | |
set out in these Articles. | |
"Deferred Shareholder" | means the holder of the Deferred Share. |
"director" | means a director for the time being of the Company. |
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GCP Asset Backed Income Fund Ltd. published this content on 02 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 02 May 2024 09:35:41 UTC.