TIDMUKW
RNS Number : 2915X
Greencoat UK Wind PLC
26 April 2019
26 April 2019
Greencoat UK Wind plc
Results of AGM
The Company is pleased to announce that at the AGM held at 2.00
pm today, 26 April 2019, each of the Resolutions was duly passed
without amendment.
In accordance with LR 9.6.18, details of those resolutions
passed, which were not ordinary business of the AGM, follow:
In Favour Against Withheld*
(including discretionary)
Resolution Votes % Votes % Votes
------------------ --------- ---------- ----- ----------
11 747,080,722 99.27 5,497,577 0.73 67,498
------------------ --------- ---------- ----- ----------
12 752,072,235 99.94 485,596 0.06 87,966
------------------ --------- ---------- ----- ----------
13 751,920,424 99.91 661,983 0.09 63,390
------------------ --------- ---------- ----- ----------
14 752,163,617 99.94 447,853 0.06 34,327
------------------ --------- ---------- ----- ----------
*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:-
11. To consider and, if thought fit, to pass the following
resolution as an ordinary resolution:
That article 84 of the articles of association be amended by
deleting the figure of "GBP300,000" and replacing with the figure
of "GBP400,000".
12. To consider and, if thought fit, to pass the following as an ordinary resolution:
THAT, in substitution for all subsisting authorities to the
extent unused, the Directors be and they are hereby generally and
unconditionally authorised, in accordance with section 551
Companies Act 2006 ("CA 2006"), to exercise all the powers of the
Company to allot ordinary shares of one penny each in the capital
of the Company and to grant rights to subscribe for, or to convert
any security into, shares in the Company up to an aggregate nominal
amount of GBP4,115,561.24.
The authority hereby conferred on the Directors shall expire at
the conclusion of the next AGM of the Company after the date of the
passing of this Resolution or 30 June 2020, whichever is the
earlier save that under this authority the Company may, before such
expiry, make an offer or agreement which would or might require
shares to be allotted or rights to subscribe for, or to convert any
security into, shares to be granted after such expiry and the
Directors may allot shares or grant rights to subscribe for, or to
convert any security into, shares (as the case may be) in pursuance
of such an offer or agreement as if the authority conferred hereby
had not expired.
13. To consider and, if thought fit, to pass the following as a special resolution:
THAT, subject to the passing of Resolution 12 above, in
substitution for all subsisting authorities to the extent unused,
the Directors be and they are hereby empowered, pursuant to section
570 and section 573 Companies Act 2006 ("CA 2006"), to allot equity
securities (within the meaning of section 560 CA 2006) for cash
either pursuant to the authority conferred by Resolution 12 or by
way of a sale of treasury shares, as if section 561(1) CA 2006 did
not apply to any such allotment, provided that this power shall be
limited to:
(a) the allotment of equity securities in connection with an offer of equity securities:
(i) to ordinary shareholders in proportion (as nearly as may be
practicable) to their existing holdings; and
(ii) to holders of other equity securities as required by the
rights of those securities or as the Directors otherwise consider
necessary,
and so that the Directors may impose any limits or restrictions
and make any arrangements which they consider necessary or
appropriate to deal with any treasury shares, fractional
entitlements or securities represented by depositary receipts,
record dates, legal, regulatory or practical problems in, or under
the laws of, any territory or the requirements of any regulatory
body or stock exchange or any other matter; and
(b) the allotment (otherwise than under paragraph (a) of this
Resolution 13) of equity securities up to an aggregate nominal
amount of GBP1,234,668.37 (of which it is intended that nominal
amounts in excess of GBP617,334.17 would only be used in connection
with a recent or prospective acquisition),
and shall expire at the conclusion of the next AGM of the
Company after the passing of this Resolution or 30 June 2020,
whichever is the earlier save that the Company may, before such
expiry, make an offers and enter into agreements which would or
might require equity securities to be allotted after such expiry
and the Directors may allot equity securities in pursuance of such
offer or agreement as if the authority conferred hereby had not
expired.
14. To consider and, if thought fit, to pass the following as a special resolution:
THAT the Company be and is hereby generally and unconditionally
authorised for the purposes of section 701 Companies Act 2006 ("CA
2006"), to make market purchases (within the meaning of section
693(4) CA 2006) of ordinary shares of one penny each in the capital
of the Company ("Ordinary Shares") on such terms and in such manner
as the Directors shall from time to time determine, provided
that:-
(a) the maximum number of Ordinary Shares hereby authorised to be purchased is 185,076,789;
(b) the minimum price (exclusive of expenses) which may be paid
for an Ordinary Share is one pence;
(c) the maximum price (exclusive of expenses) which may be paid
for an Ordinary Share shall be not more than the higher of (i) an
amount equal to 105 per cent. of the average of the middle market
quotations for an Ordinary Share (as derived from the London Stock
Exchange Daily Official List) for the five business days
immediately preceding the date on which that Ordinary Share is
contracted to be purchased, and (ii) an amount equal to the higher
of the price of the last independent trade of an Ordinary Share and
the highest current independent bid on the trading venues where the
purchase is carried out;
(d) the authority hereby conferred shall expire at the
conclusion of the next AGM of the Company after the passing of this
Resolution or 30 June 2020 whichever is the earlier (unless
previously revoked, varied or renewed by the Company in general
meeting prior to such time); and
the Company may at any time prior to the expiry of such
authority enter into a contract or contracts under which a purchase
of Ordinary Shares under such authority will or may be completed or
executed wholly or partly after the expiration of such authority
and the Company may purchase Ordinary Shares in pursuance of any
such contract or contracts as if the authority conferred hereby had
not expired.
The full text of each resolution and a summary of proxy votes
received will shortly be available on the Company's website and
will also be submitted to the National Storage Mechanism for
inspection at www.morningstar.com.
For further information, please contact:
Greencoat UK Wind PLC 020 7832 9400
Stephen Lilley
Laurence Fumagalli
Tom Rayner
Tulchan 020 7353 4200
Stephen Malthouse
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END
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