HFL - Notice of Extraordinary General Meeting
JANUS HENDERSON FUND MANAGEMENT UK LIMITED
HENDERSON FAR EAST INCOME LIMITED
LEGAL ENTITY IDENTIFIER: 2138008DIQREOD38O596
14 July 2025
HENDERSON FAR EAST INCOME LIMITED
Notice of Extraordinary General Meeting
Henderson Far East Income Limited (the "Company") has today published a Notice of
Extraordinary General Meeting (the “Notice”) to be held at 10:30am on 5 August 2025 at the
offices of Janus Henderson Investors, 201 Bishopsgate, London EC2M 3AE 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.
A copy of the Notice has been submitted to the National Storage Mechanism and will be
available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
For further information please contact:
Janus Henderson Secretarial Services UK Limited
Corporate Secretary to Henderson Far East Income Limited
Telephone: 020 7818 1818
Harriet Hall
PR Manager, Investment Trusts
Janus Henderson Investors
Telephone: 020 7818 2919
Neither the contents of the Company’s website nor the contents of any website accessible from hyperlinks
on the Company’s website (or any other website) is incorporated into, or forms part of, this announcement.
Henderson Far East Income Limited
Notice of Extraordinary General Meeting 2025
Henderson Far East Income Limited Notice of Extraordinary General Meeting
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
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.
Henderson Far East Income Limited Notice of Extraordinary General Meeting 1
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.
Contents
Below
Letter from the Chairman .........................................................................................................................................................................2 - 3
Notice of Extraordinary General Meeting ...................................................................................................................................................4
Notes ..................................................................................................................................................................................................................5
Expected timetable
Latest time and date for receipt of Form of Proxy .......................................................................10.30 am on Friday, 1 August 2025
Extraordinary General Meeting ....................................................................................................10.30 am on Tuesday, 5 August 2025
Notice of Extraordinary General Meeting
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
Henderson Far East Income Limited
(incorporated and registered in Jersey with registration number 95064)
2 Henderson Far East Income Limited Notice of Extraordinary General Meeting
Letter from the Chairman
Dear Shareholders
Introduction
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.
Background
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.
Extraordinary General Meeting
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.
Henderson Far East Income Limited
(incorporated and registered in Jersey with registration number 95064)
Directors: Registered office:
Ronald Gould (Chairman) 1IFC, The Esplanade
Julia Chapman St Helier
Timothy Clissold Jersey
Carole Ferguson JE1 4BP
Nicholas George
Susan Rippingall
Principal place of business:
201 Bishopsgate London
EC2M 3AE
Henderson Far East Income Limited Notice of Extraordinary General Meeting 3
Action to be taken
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.
Recommendation
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
4 Henderson Far East Income Limited Notice of Extraordinary General Meeting
Notice of Extraordinary General Meeting
Henderson Far East Income Limited
(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
Notes
1 Voting record date
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.
2 Rights to attend and vote
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.
3 Rights to appoint proxies
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.
4 Receipt and termination of proxies
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.
5 Communication with the Company
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.
6 Electronic receipt of proxies
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.
7 Website
A copy of the Notice of the Extraordinary General Meeting
is available on the Company’s website,
www.hendersonfareastincome.com
8 Total voting rights
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.
Henderson Far East Income Limited Notice of Extraordinary General Meeting 5
1395050/0725
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