Foresight Slr Fnd Ld Foresight Solar Fund Limited : Notice Of Agm
March 01 2018 - 6:20AM
UK Regulatory
TIDMFSFL
FORESIGHT SOLAR FUND LIMITED: NOTICE OF ANNUAL GENERAL MEETING
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to what action you should take, you are
recommended to seek your own financial advice from your stockbroker or
other independent adviser authorised under the Financial Services and
Markets Act 2000.
If you have recently sold or transferred all of your shares in Foresight
Solar Fund Limited, please forward this document, together with the
accompanying documents, as soon as possible either to the purchaser or
transferee or to the person who arranged the sale or transfer so they
can pass these documents to the person who now holds the shares.
NOTICE is hereby given that the Annual General Meeting ("AGM") of the
Company will be held at 28 Esplanade, St Helier, Jersey, JE2 3QA on
Monday, 11 June 2018 at 9:30am (BST), or at any adjournment thereof, for
the purpose of considering and, if thought fit, passing the following
resolutions which resolutions 1 to 9 will be proposed as ordinary
resolutions and resolutions 10 to 12 will be proposed as special
resolutions:
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 reappoint Alexander Ohlsson as a director of the Company.
8. To reappoint Chris Ambler as a director of the Company.
9. To reappoint Peter Dicks as a director of the Company.
Special Resolutions
1. 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 11 June
2018;
(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.
1. THAT, subject to resolution 11 ("Resolution 10") above being passed, the
Company be and is hereby generally and unconditionally authorised to
cancel any shares it repurchases pursuant to Resolution 11 or pursuant to
Article 58A(1)(b) of the Law to hold such shares it repurchases pursuant
to Resolution 10 as treasury shares to be dealt with in accordance with
the provisions of the Law as the directors of the Company see fit.
1. 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).
By order of the Board
Alexander Ohlsson - Chairman
Foresight Solar Fund Limited
21 February 2018
Registered Office: 28 Esplanade, St Helier, Jersey JE2 3 QA
Registered Number: 113721
Notes:
1. As a member you are entitled to appoint a proxy or proxies to
exercise all or any of your rights to attend, speak and vote at the
annual general meeting and you should have received a proxy form. . A
proxy need not be a member of the Company but must attend the annual
general meeting to represent you. You may appoint more than one proxy
provided each proxy is appointed to exercise rights attached to
different shares. You can only appoint a proxy using the procedure set
out in these notes and the notes to the proxy form. You may not use any
electronic address provided either in this notice or any related
documents (including the circular and proxy form) to communicate with
the Company for any purpose other than those expressly stated.
2. To be valid any proxy form or other instrument appointing a proxy,
together with any power of attorney or other authority under which it is
signed or a certified copy thereof, must be received by post or (during
normal business hours only) by hand at Computershare Investor Services
(Jersey) Limited, Queensway House, Hilgrove Street, St. Helier, Jersey,
JE1 1ES no later than 48 hours before the time of the meeting or any
adjourned meeting.
3. The return of a completed proxy form or other instrument of proxy
will not prevent you attending the annual general meeting and voting in
person if you wish.
4. In the case of joint holders, the vote of the senior who tenders a
vote, whether in person or by proxy, will be accepted to the exclusion
of the votes of the other joint holders and, for this purpose, seniority
will be determined by the order in which the names stand in the register
of members in respect of the joint holding.
5. Only those shareholders registered in the Company's register of
members at 9.30am, on 9 June 2018 (or, if the meeting is adjourned, 48
hours (excluding non-working days) before the time fixed for the
adjourned meeting) shall be entitled to attend, speak and vote at the
meeting in respect of the number of Ordinary Shares registered in their
name at that time. In each case, changes to entries on the register of
members of the Company after that time shall be disregarded in
determining the rights of any person to attend, speak and vote at the
meeting.
6. A vote withheld is not a vote in law, which means that the vote will
not be counted in the calculation of votes for or against the
resolution. If [you either select the "Discretionary" option or if]no
voting indication is given, your proxy vote will or abstain from voting
at his or her discretion. Your proxy will vote (or abstain from voting)
as he or she thinks fit in relation to any other matter which is put
before the meeting.
7. Any person holding five per cent. or more of the total voting rights
of the Company who appoints a person other than the chairman of the
meeting as his proxy will need to ensure that both he and his proxy
complies with their respective disclosure obligations under the UK
Disclosure and Transparency Rules.
Explanation of business
The Notice of Annual General Meeting contains certain items of business
which are of a technical nature and are therefore explained below:
Resolution 10 - Authority to purchase own Ordinary Shares
Resolution 11 seeks shareholder authority for the directors of the
Company to make market purchases of Ordinary Shares in accordance with
the provisions of the Law. In some circumstances companies may find it
advantageous to use surplus funds to purchase their own shares in the
market. This can lead to increases in net asset value per share on those
shares not purchased. The directors of the Company confirm that they
will only purchase Ordinary Shares where they believe the effect would
be to increase net asset value per share and would be in the best
interests of shareholders.
The buy back of the Ordinary Shares referred to in Resolution 11 will
allow the Company to cancel such shares or hold them as treasury shares.
Resolution 11 - Treasury Shares
Resolution 10 seeks shareholder authority for the directors of the
Company to hold shares it repurchases pursuant to special resolution 11
as treasury shares. The Company is able under Jersey law to hold its own
shares as treasury shares. If the Company elects to hold the Ordinary
Shares it buys back as treasury shares, it will not be treated as a
member by virtue of holding such shares. Indeed, it will not be allowed
to exercise any voting rights in respect of such shares and the number
of treasury shares in issue will not be taken into account when
calculating, for the purposes of any resolutions, the total number or
any required proportion of shares in issue. The Company cannot make or
receive any dividend in respect of treasury shares and cannot exercise
or enforce any rights or obligations in respect of such shares.
Resolution 12 - Authority to allot Shares on a non pre-emptive basis
Generally, the directors may only allot shares or securities in the
Company (or grant rights to subscribe for, or to convert any security
into, shares in the Company) if they have been authorised to do so by
shareholders and they must first offer such shares or securities to
shareholders in proportion to their existing holdings. If passed, in
addition to any existing power and authority granted to the Directors,
the special resolution will authorise the directors to allot shares in
the Company (and to grant rights to subscribe for, or to convert any
security into, shares in the Company) up to an additional 44,995,209
Ordinary Shares of no par value as if pre-emption rights did not apply
to such allotment immediately following the adoption of this resolution.
For further information please contact:
Foresight Group
Ricardo Piñeiro 020 3667 8150
Tom Moore 020 3667 8156
Stifel Nicolaus Europe Limited 020 7710 7600
Mark Bloomfield
Neil Winward
Tunga Chigovanyika
This announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the information
contained therein.
Source: Foresight Solar Fund Limited via Globenewswire
(END) Dow Jones Newswires
March 01, 2018 07:20 ET (12:20 GMT)
Copyright (c) 2018 Dow Jones & Company, Inc.
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