TIDMGOOD
RNS Number : 8105N
Good Energy Group PLC
14 August 2017
Good Energy Group PLC
("Good Energy" or the "Company")
Notice of General Meeting
Following the announcement made by Good Energy on 10 July 2017,
confirming that the Company had received a requisition for a
General Meeting from Ferlim Nominees Limited, acting on behalf of
Ecotricity Group Limited ("Ecotricity") to consider the appointment
of two Ecotricity representatives as directors, and further to the
announcement on 28 July 2017 that Good Energy and Ecotricity had
agreed to a short deferral of the General Meeting timetable, the
Company is today sending a Notice of General Meeting (together with
an explanatory circular) to its shareholders ("Shareholders").
The unanimous recommendation from the Board of the Company is
that Shareholders VOTE AGAINST the resolutions proposed by
Ecotricity to appoint Dale Vince, founder, sole recorded
shareholder and Chief Executive Officer of Ecotricity and Simon
Crowfoot, Managing Director of Ecotricity's Electric Highway
Division, as non-executive directors of the Company (the
"Resolutions").
The Resolutions will be put to the vote of Shareholders at a
General Meeting to be held at Chippenham Town Hall, High Street,
Chippenham, Wiltshire, SN15 3ER at 3pm on Wednesday 6 September
2017.
Below is a summary of the reasons why, in their view, the Board
UNANIMOUSLY RECOMMS that Shareholders VOTE AGAINST the
Resolutions:
-- Ecotricity is a direct competitor, which has actively sought
to undermine Good Energy over the past 18 years. Ecotricity's
stated motivations for calling this meeting are inconsistent with
its competitive behaviour.
-- The nominees are not independent, do not have any experience
on the board of a publicly listed company and these appointments
would create unacceptable conflicts of interest. As direct
competitors, the best interests of Good Energy and Ecotricity are
incompatible and there is no guarantee that any representative of
Ecotricity could ever put the interests of other Good Energy
Shareholders above their own.
-- Ecotricity would have the potential to disrupt decision
making at Good Energy. This could impair Good Energy's ability to
compete against Ecotricity and the wider market.
-- No Ecotricity nominee could act independently on behalf of
all Shareholders and Ecotricity's stated motivations do not add up.
Your Board believes their actions are not in your best
interests.
For additional detail on the reasons why, in their view, the
Board UNANIMOUSLY RECOMMS that Shareholders VOTE AGAINST the
Resolutions, please refer to the Chairman's letter in the
explanatory circular accompanying the Notice of General Meeting, a
copy of which is also provided below.
A copy of the Notice of General Meeting and explanatory circular
will shortly be available for inspection at the Company's
registered office and on the Company's dedicated website
www.supportgoodenergy.co.uk.
For any questions about the General Meeting or the Resolutions
either visit the website above or call the Good Energy information
line on 0808 189 3179 or +44 (0)203 883 4860 (if calling from
outside the UK).
Timetable for the General Meeting:
Event Date
------------------------------- --------------------------------
Latest time and date for 3pm Monday 4 September
receipt of Forms of Proxy 2017
from Good Energy Shareholders
------------------------------- --------------------------------
Voting Record Time for Close of business on Monday
the General Meeting 4 September 2017
------------------------------- --------------------------------
Time, date and location 3pm on Wednesday 6 September
of the General Meeting 2017 at Chippenham Town
Hall, High Street, Chippenham,
Wiltshire, SN15 3ER
------------------------------- --------------------------------
Chairman's Letter
Dear Good Energy Shareholder,
General Meeting of Good Energy Group PLC ("Good Energy" or the
"Company")
On 10 July 2017, Good Energy announced it had received a notice
from Ferlim Nominees Limited, acting on behalf of Ecotricity Group
Limited ("Ecotricity"), requisitioning a General Meeting to
consider Resolutions for the appointment of Dale Vince, founder and
Chief Executive Officer (CEO) of Ecotricity and Simon Crowfoot, a
Managing Director at Ecotricity as non-executive directors of the
Company (the "Resolutions"). A further announcement was made on 28
July 2017 by Good Energy stating that a short deferral of the
General Meeting timetable had been agreed.
This letter now includes the formal Notice of the General
Meeting (the "Notice"), which sets out the Resolutions to be
considered at the General Meeting.
We, as your Board, unanimously recommend Shareholders VOTE
AGAINST all the Resolutions as we do not believe the Resolutions
are in the best interests of the Company and the Shareholders as a
whole.
Each of the Directors of Good Energy intends to VOTE AGAINST the
Resolutions in respect of their own beneficial holdings.
Ecotricity already owns 25.3% of the Company and, if more than
50% of the votes cast are in favour of these two Resolutions,
Ecotricity will succeed in obtaining seats on the Good Energy
Board.
This means EVERY VOTE MATTERS to Good Energy, and the Board
unanimously recommends Shareholders to VOTE AGAINST the
Resolutions.
Why you should vote against the Resolutions
The Board views Ecotricity as a direct competitor with a track
record of seeking to undermine Good Energy:
-- Good Energy is a well-run, innovative and successful
purpose-led business, with a clear strategy and a great future
ahead of it.
-- We have a track record of profitable growth, delivering
consistent revenue, gross profit, EBITDA and customer growth for
the last five years, underpinned with a strong balance sheet,
diversified funding strategy and healthy cash generation.
-- We are a purpose-led company with a business model built for
the long-term, rooted in ethics, and backed by our values to be
straightforward, determined, inclusive and fair.
-- We believe in the importance of aligning our interests with
our stakeholders, and through our crowdfunding, share issues and
bond issues, more than 60% of our Shareholders are Good Energy
customers.
-- We have a history of successful innovation, and continue to
evolve our business to ensure we are well-positioned to deliver on
our purpose in the fast-changing UK energy market.
-- We are already investing in the people, digital and
technological expertise required to successfully navigate the
transition to the energy market of the future.
-- We have high employee engagement and a gender-balanced Board
and workforce, and are supported by our customers and partners.
-- We have proven that renewable energy can be a commercial
success story - because of our values, not despite them - and have
delivered a Total Shareholder Return of in excess of 250% since
listing as a public company.
-- Ecotricity has been an aggressive competitor of Good Energy
since our founding more than 18 years ago, launching legal action
against us in our early days of operation, and regularly attacking
our management and business model through the press and other
regulatory means.
-- Ecotricity has actively campaigned against Good Energy to our
customers, partners, and Shareholders, and is now seeking to
further disrupt our business by trying to put its own executives on
to your Board.
-- Ecotricity's stated motivations, in our view, do not add up.
Your Board believes their action is not in your best interests.
Ecotricity says its action is motivated by concerns regarding
our performance, corporate governance and related party
transactions. In our view these motivations do not add up:
-- Good Energy has robust corporate governance in place,
exceeding the requirements for an AIM listed company, and wherever
appropriate aligning with best practice of the UK Corporate
Governance Code. We seek to be transparent in the way we run your
business, going beyond AIM disclosure requirements where it is in
the interests of our Shareholders as a whole, as well as our
customers and other stakeholders.
-- Neither Dale Vince or Simon Crowfoot have any public company
board experience and would not meet the criteria set out by the
Good Energy Board for a director.
-- Good Energy fully discloses transactions with related
parties, which are reviewed and approved by an independent
committee, in line with best practice and the AIM rules, and has
secured significant value and opportunity for Shareholders through
agreements with related parties. All of this was in the public
domain before Ecotricity took a stake in Good Energy, and is fully
visible to Ecotricity in our most recent accounts.
-- Good Energy and Ecotricity have a different approach to the
transition taking place in the UK energy market. In particular we
will not be investing in a similar business model to Ecotricity on
electric vehicle charging network which, by its own admission, is
loss making.
-- Good Energy has a track record of profitable growth,
delivering consistent revenue, gross profit, EBITDA and customer
growth for the last five years, underpinned with a strong balance
sheet, diversified funding strategy and healthy cash generation. We
have a clear strategy in place to secure the opportunities
presented by the transition taking place in the UK energy
market.
-- Since Ecotricity acquired their shareholding in Good Energy
we have sought to have a constructive dialogue with Dale Vince and
Ecotricity, but they have consistently acted against the best
interests of our Shareholders as a whole. Through their actions,
they have sought to distract management from the delivery of the
Company's stated strategy and we have had to divert resources to
defend Good Energy against their actions.
-- We believe Ecotricity could use their Board seats to continue
their attempts to disrupt the business of Good Energy, negatively
impacting the value of our shares. We do not believe this would be
in the best interests of all Shareholders, either in the short or
longer term.
In our view, these appointments would create unacceptable
conflicts of interest on your Board:
-- Any member of Ecotricity's management would have unacceptable
conflicts of interest in all areas of business during any Good
Energy Board meeting. The Board of Good Energy regularly discusses
confidential and commercially sensitive information including
information around strategy, commercial policy, business plans,
pricing, opportunities, risks and detailed performance results. It
would not be appropriate for that information to be shared with
representatives of a direct competitor in the Boardroom.
-- As direct competitors, the best interests of Good Energy and
Ecotricity are incompatible. No Ecotricity nominee could fulfil
their obligations to Ecotricity and Good Energy at the same
time.
-- No Ecotricity nominee could act independently on behalf of
all Shareholders. Ecotricity already has the ability to block
special resolutions, and over 50% of the votes needed to block
ordinary resolutions. There is no guarantee that any representative
of Ecotricity could ever put the interests of other Good Energy
Shareholders above their own and those of Ecotricity, particularly
when Dale Vince is the sole recorded shareholder in Ecotricity.
Conclusion
I have been Chairman of Good Energy for nearly five years. My
firm belief is that your Board is well equipped to implement Good
Energy's strategy in order to create significant value for all
Shareholders as a whole.
Ecotricity has a corporate purpose and business model that are
in direct competition with our own and a corporate governance
structure that is not accountable to external shareholders. There
is no guarantee that any representative of Ecotricity could ever
put the interests of other Good Energy Shareholders above their own
and those of Ecotricity, which has Dale Vince as its sole recorded
shareholder (or a company which is 100% owned by Dale Vince).
Neither can Dale Vince provide any guarantee that his ambitions
would not destabilise your Board and its ability to act in a
unified way on key matters of commercial and strategic importance
to the continuing success of Good Energy.
Recommendation
For the reasons set out above, the Board of Good Energy
considers that the Resolutions to approve the appointment of Dale
Vince and Simon Crowfoot as Non-Executive Directors of the Company
are not in the best interests of the Company or Shareholders as a
whole and the Board therefore unanimously recommends that you VOTE
AGAINST all the Resolutions to be proposed at the General
Meeting.
Your Directors intend to VOTE AGAINST the Resolutions in respect
of their own beneficial holdings. Your Board thanks you for your
continued support and looks forward to welcoming you to the General
Meeting.
- ENDS -
Enquiries:
+44 (0) 1249 766
Good Energy Group PLC 795
Juliet Davenport, Chief Executive
Officer
Denise Cockrem, Chief Financial
Officer
Stephen Rosser, Company Secretary
Smithfield Consultants +44 (0) 20 3047 2476
Alex Simmons
Brett Jacobs
Investec Bank plc +44 (0) 207 597 4000
Jeremy Ellis
Sara Hale
Notes to editors:
-- Good Energy is a fast growing green energy company,
generating and selling 100% renewable electricity and green gas to
households and businesses across the UK.
-- An AIM-listed PLC, and founding member of the Social Stock
Exchange, Good Energy's purpose is to power the choice for a
cleaner, greener, future together.
-- The Company has been awarded 4 out of 5 stars by Which? for
customer service in 2016 and 2017 and has been awarded 'Best Buy'
status by Ethical Consumer.
-- As at 31 December 2016, Good Energy had over 71,400 renewable
electricity customers and 44,100 carbon neutral gas customers. It
also provides Feed-in Tariff administration services to over
133,000 sites, bringing the total number of customers to
248,500.
-- Good Energy is the owner of Delabole Wind Farm, the UK's
first commercial onshore wind farm and owns and operates Hampole
Wind Farm, near Doncaster. The Company also owns and operates seven
solar farms.
-- Good Energy received an average customer advocacy of 45. A
net promoter score is an index ranging from -100 to 100 that
measures the willingness of customers to recommend a company's
products or services to others. It is used as a proxy for gauging
the customer's overall satisfaction with a company's product or
service and the customer's loyalty to the brand.
-- Good Energy has won a number of awards, including Renewable
Energy Association Company of the Year Award 2016, Business Green
Company of the Year 2015, and was named Social Impact Company of
the Year at the 2014 and 2015 Small Cap awards.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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