TIDMFSFL
RNS Number : 4742D
Foresight Solar Fund Limited
26 June 2019
26 June 2019
Foresight Solar Fund Limited
(the "Company")
Results of Annual General Meeting in accordance with LR
9.6.18
The Company is pleased to announce that, at the AGM held at 9:30
a.m. on Monday, 25 June 2019, each of the Resolutions were duly
passed without amendment.
In accordance with LR 9.6.18, details of those resolutions
passed are as follows:
Resolution Votes For (including % Votes For (including Votes % Votes Votes Total Votes Votes
discretion) discretion) Against Against Withheld Cast (excl. Cast as
Votes % of
Withheld) Issued
Share
Capital
RES:001 319,850,362 100.00 0 0.00 0 319,850,362 58.27%
----------------------- ----------------------- ----------- -------- ---------- ------------ --------
RES:002 319,826,062 100.00 15,000 0.00 9,300 319,841,062 58.27%
----------------------- ----------------------- ----------- -------- ---------- ------------ --------
RES:003 319,825,563 100.00 15,499 0.00 9,300 319,841,062 58.27%
----------------------- ----------------------- ----------- -------- ---------- ------------ --------
RES:004 312,585,713 100.00 2,500 0.00 7,262,148 312,588,213 56.94%
----------------------- ----------------------- ----------- -------- ---------- ------------ --------
RES:005 319,850,362 100.00 0 0.00 0 319,850,362 58.27%
----------------------- ----------------------- ----------- -------- ---------- ------------ --------
RES:006 319,850,362 100.00 0 0.00 0 319,850,362 58.27%
----------------------- ----------------------- ----------- -------- ---------- ------------ --------
RES:007 318,829,562 100.00 2,000 0.00 1,018,800 318,831,562 58.08%
----------------------- ----------------------- ----------- -------- ---------- ------------ --------
RES:008 279,854,422 87.50 39,995,939 12.56 0 319,850,361 58.27%
----------------------- ----------------------- ----------- -------- ---------- ------------ --------
RES:009 319,664,774 99.94 176,087 0.06 9,500 319,840,861 58.27%
----------------------- ----------------------- ----------- -------- ---------- ------------ --------
RES:010 312,539,942 97.71 7,310,419 2.29 0 319,850,361 58.27%
----------------------- ----------------------- ----------- -------- ---------- ------------ --------
RES:011 319,839,230 100.00 1,632 0.00 9,500 319,840,862 58.27%
----------------------- ----------------------- ----------- -------- ---------- ------------ --------
RES:012 319,823,873 100.00 4,689 0.00 21,800 319,828,562 58.26%
----------------------- ----------------------- ----------- -------- ---------- ------------ --------
RES:013 319,842,673 100.00 4,689 0.00 3,000 319,847,362 58.27%
----------------------- ----------------------- ----------- -------- ---------- ------------ --------
RES:014 319,842,673 100.00 4,689 0.00 3,000 319,847,362 58.27%
----------------------- ----------------------- ----------- -------- ---------- ------------ --------
RES:015 319,843,862 100.00 3,500 0.00 3,000 319,847,362 58.27%
----------------------- ----------------------- ----------- -------- ---------- ------------ --------
*A vote withheld is not a vote in law and is therefore not
counted towards the proportion of votes "for" or "against" the
Resolution.
The full wording of these resolutions can be found below:-
Ordinary Resolutions
1) To receive and adopt the Company's annual accounts for the
financial year ended 31 December 2017 together with the directors'
report and auditors' report on those accounts.
2) To approve the directors' remuneration report (excluding the
directors' remuneration policy, set out on page 49 of the
directors' remuneration report), as set out in the Company's annual
report and accounts for the financial year ended 31 December
2017.
3) To approve the directors' remuneration policy, as set out on
page 49 of the directors' remuneration report, which takes effect
immediately after the end of annual general meeting.
4) To re-appoint KPMG LLP as the Company's auditor to hold
office from the conclusion of this meeting until the conclusion of
the next annual general meeting at which accounts are laid before
the Company.
5) To authorise the directors of the Company to determine the auditor's remuneration.
6) To approve the Dividend Policy.
7) To elect Monique O'Keefe to the Board of the Company
following her appointment under article 101 of the Company's
articles of association (the "Articles").
8) To reappoint Alexander Ohlsson as a director of the Company.
9) To reappoint Chris Ambler as a director of the Company.
10) To reappoint Peter Dicks as a director of the Company.
11) THAT, subject to resolution 12 below being passed, in
addition to any existing power and authority granted to the
Directors, the Directors of the Company be and are hereby
authorised pursuant to Article 153.1 to exercise the power
conferred on them by Article 152(b) of the Articles to offer
holders of ordinary shares in the capital of the Company the right
to elect to receive ordinary shares credited as fully paid, instead
of cash in respect of the whole (or some part to be determined by
the Directors) of dividends declared, made or paid during the
period starting with the date of this Resolution and ending at the
conclusion of the third annual general meeting of the Company
following the date of this Resolution and shall be permitted to do
all acts and things required or permitted to be done in accordance
with the Articles in connection therewith.
Special Resolutions
12) THAT the following alterations be made to the Articles:
(a) In respect of Article 10.1.6, the cross-reference to Article
150 be deleted and replaced with a cross-reference to Article 152;
and
(b) In respect of Article 152, the words 'at par' in Articles
152(a) and 152(b) be deleted and replaced with the words 'at stated
value'.
13) THAT the Company be and is hereby generally and
unconditionally authorised, pursuant to and in accordance with
Article 57 of the Companies (Jersey) Law, 1991 (as amended) (the
"Law") to make market purchases of its own ordinary shares of no
par value in the capital of the Company (the "Ordinary Shares") on
such terms and in such manner as the directors of the Company shall
from time to time determine, subject always to the terms of any
class rights in the articles of association and provided that:
a) the maximum aggregate number of Ordinary Shares hereby
authorised to be purchased shall be such number as represents 14.99
per cent of the aggregate number of Ordinary Shares in issue as at
25 June 2019;
b) the minimum price which may be paid for an Ordinary Share shall be GBP0.01;
c) the maximum price exclusive of any expenses which may be paid
for an Ordinary Share is an amount equal to the higher of (i) 105%
of the average of the middle market quotations for an Ordinary
Share (as derived from the Daily Official List of the London Stock
Exchange plc) for the five business days immediately preceding the
date on which such Ordinary Share is contracted to be purchased;
and (ii) the higher of the last independent trade and the highest
current independent bid on the trading venue on which the purchase
is carried out.
d) the authority hereby conferred is in addition to all and any
authorities in place in respect of market purchases by the Company
and shall expire at the conclusion of the Company's next annual
general meeting or on the date falling 18 months from the date of
the passing of this resolution, whichever is earlier, unless
previously revoked, varied or renewed by the Company in general
meeting;
e) the Company may at any time prior to the expiry of such
authority make a contract or contracts to purchase Ordinary Shares
under such authority which will or might be completed or executed
wholly or partly after the expiration of such authority and may
make a purchase of Ordinary Shares in pursuance of any such
contract or contracts; and
f) the directors of the Company provide a statement of solvency
in accordance with the Articles 55 and 57 of the Law.
14) THAT, subject to resolution 13 ("Resolution 13") above being
passed, the Company be and is hereby generally and unconditionally
authorised to cancel any shares it repurchases pursuant to
Resolution 13 or pursuant to Article 58A(1)(b) of the Law to hold
such shares it repurchases pursuant to Resolution 13 as treasury
shares to be dealt with in accordance with the provisions of the
Law as the directors of the Company see fit.
15) THAT, in addition to any existing power and authority
granted to the Directors, the Directors of the Company be and are
hereby generally empowered to allot Ordinary Shares of no par value
carrying the rights, privileges and subject to the restrictions
attached to the Ordinary Shares as set out in the articles of
association of the Company (the "Ordinary Shares") or to grant
rights to subscribe for or, to convert securities into Ordinary
Shares ("equity securities"), including the allotment and grant of
rights to subscribe for, or to convert securities into or the sale
of, Ordinary Shares held by the Company as treasury shares in each
case for cash as if any pre-emption rights in relation to the issue
of or sale of shares, as set out in Article 10.2 of the articles of
association of the Company and in the Listing Rules made by the
Financial Conduct Authority under Part VI of the Financial Services
and Markets Act 2000 (as amended), did not apply to any such
allotment of or grant of rights to subscribe for or to convert into
equity securities or sale, provided that this power:
a) shall expire at the conclusion of the Company's next annual
general meeting or on the date falling 15 months after the passing
of this resolution, whichever is earlier, save that the Company
may, before such expiry, make an offer or agreement which would or
might require equity securities to be allotted after such expiry
and the Directors may allot equity securities in pursuance of any
such offer or agreement as if the power conferred hereby had not
expired; and
b) shall be limited to the allotment of up to 44,995,209
Ordinary Shares of no par value (representing as at 21 February
2018 approximately 10% per cent. of the issued share capital of the
Company).
ENDS
For further information, please contact:
Foresight Group
Joanna Andrews +44 (0) 20 3763 6951
JTC (Jersey) Limited +44 (0) 1534 700 000
Christopher Gibbons
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
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of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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