TIDMGRP
RNS Number : 2589N
Greencoat Renewables PLC
28 January 2021
Greencoat Renewables PLC EGM Result
Dublin, London, 28 January 2021: Greencoat Renewables PLC
("Greencoat Renewables" or the "Company") the renewable
infrastructure company invested in euro-dominated assets, is
pleased to announce that at the Company's EGM held at 9.00 am
today, 28 January 2021, each of the Resolutions were duly passed
without amendment.
All resolutions as set out in the Notice of EGM were voted on by
way of a poll and the results were as follows:
In Favour
(including discretionary) Against Withheld*
Resolution Votes % Votes % Votes
1 446,711,124 100 5,900 0 10,347
2 446,710,924 100 5,900 0 10,547
3 446,711,124 100 5,900 0 10,347
*A vote withheld is not a vote in law and is therefore not
counted towards the proportion of votes "in favour" or "against"
the Resolution.
The full wording of the resolutions can be found below:-
SPECIAL BUSINESS
1. Special Resolution within the meaning of sections 4, 5 and 8
of the Migration of Participating Securities Act 2019
"WHEREAS:-
(a) the Company has notified Euroclear Bank by a letter dated 10
November 2020 of the proposal that the relevant Participating
Securities in the Company are to be the subject of the Migration,
in accordance with the Migration of Participating Securities Act
2019 (the "Migration Act");
(b) the Company has received a statement in writing from
Euroclear Bank dated 11 November 2020 (as required by section
5(6)(a) of the Migration Act) to the effect that the provision of
the services of Euroclear Bank's settlement system to the Company
will, on and from the Live Date, be in compliance with Article 23
of Regulation (EU) No 909/2014 of the European Parliament and of
the Council of 23 July 2014 (CSDR); and
(c) the Company has received the statement from Euroclear Bank
dated 11 November 2020 (as required by section 5(6)(b) of the
Migration Act) to the effect that following:
(i) such enquiries as have been made of the Company by Euroclear Bank, and
(ii) the provision of such information by or on behalf of the
Company, in writing, to Euroclear Bank as specified by Euroclear
Bank,
Euroclear Bank is satisfied that the relevant Participating
Securities in the Company meet the criteria stipulated by Euroclear
Bank for the entry of the Participating Securities into the
settlement system operated by Euroclear Bank.
IT IS HEREBY RESOLVED that this meeting approves of the Company
giving its consent to the Migration of the Migrating Shares to
Euroclear Bank's central securities depository (which is authorised
in Belgium for the purposes of CSDR) on the basis that the
implementation of the Migration shall be determined by and take
effect subject to a resolution of the board of directors of the
Company (or a committee thereof) at its discretion and provided
that, as part of the Migration, the title to the Migrating Shares
will become and be vested in Euroclear Nominees Limited being a
company incorporated under the laws of England and Wales with
registration number 02369969 ("Euroclear Nominees") acting in its
capacity as the trustee for Euroclear Bank for the purposes of the
Migrating Shares being admitted to the Euroclear System. It being
understood that:-
"Circular" means the circular issued by the Company to its
shareholders and dated 17 December 2020;
"Euroclear System" has the same meaning as defined in the
Circular;
"Live Date" has the same meaning as defined in the Circular;
"Migration" has the same meaning as defined in the Circular;
"Migrating Shares" has the same meaning as defined in the
Circular;
"Participating Securities" has the same meaning as defined in
the Circular; and
"relevant Participating Securities" means all Participating
Securities recorded in the register of members of the Company on
the Live Date."
2. Special Resolution for the purposes of the Companies Act 2014
"That, subject to the adoption of Resolution 1 in the Notice of
this meeting and subject to the board of directors of the Company
(or a committee thereof) adopting a resolution to implement the
Migration as described in Resolution 1, the Articles of Association
of the Company, which have been signed by the Chairman of this
Extraordinary General Meeting for identification purposes and which
have been available for inspection at the registered office of the
Company since the date of the Notice of this Extraordinary General
Meeting, be approved and adopted as the new Articles of Association
of the Company to the exclusion of, the existing Articles of
Association of the Company."
ORDINARY BUSINESS
3. Ordinary Resolution for the purposes of the Companies Act 2014
"That, subject to the adoption of Resolutions 1 and 2 in the
Notice of this meeting, the Company be and hereby is authorised
to:
(a) take any and all actions which the Directors, in their
absolute discretion, consider necessary or desirable to implement
the Migration and/or the matters in connection with the Migration
referred to in the Circular (including the procedures and processes
described in the EB Migration Guide (as amended from time to
time)); and
(b) appoint any persons as attorney or agent for the holders of
the Migrating Shares to do any and all things, including the
execution and delivery of all such documents and/or instructions as
may, in the opinion of the attorney or agent, be necessary or
desirable to implement the Migration and/or the matters in
connection with the Migration referred to in the Circular
(including the procedures and processes described in the EB
Migration Guide (as amended from time to time)) including:
(i) instructing Euroclear Bank and/or Euroclear Nominees to
credit the interests of the holders of the Migrating Shares in the
Migrating Shares (i.e. the Belgian Law Rights representing the
Migrating Shares to which such holder was entitled) to the account
of the CREST Nominee (CIN (Belgium) Limited) in the Euroclear
System, as nominee and for the benefit of the CREST Depository (or
the account of such other nominee(s) of the CREST Depository as it
may determine);
(ii) any action necessary or desirable to enable the CREST
Depository to hold the interests in the Migrating Shares referred
to in sub-paragraph (i) above on trust pursuant to the terms of the
CREST Deed Poll or otherwise and for the benefit of the holders of
the CREST Depository Interests ("CDIs") (being the relevant holders
of the Migrating Shares);
(iii) any action necessary or desirable to enable the issuance
of CDIs by the CREST Depository to the relevant holders of the
Migrating Shares, including any action deemed necessary or
desirable in order to authorise Euroclear Bank, the CREST Nominee
and/or any other relevant entity to instruct the CREST Depository
and/or EUI to issue the CDIs to the relevant holders of the
Migrating Shares pursuant to the terms of the CREST Deed Poll or
otherwise; and
(iv) the release by the Company's registrar, the secretary of
the Company and/or EUI of such personal data of a holder of
Migrating Shares to the extent required by Euroclear Bank, the
CREST Depository and/or EUI to effect the Migration and the issue
of the CDIs;
It being understood that capitalised terms used in this
Resolution shall have the meaning given to them in the circular
issued by the Company to its shareholders on 17 December 2020."
T he 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
https://data.fca.org.uk/#/nsm/nationalstoragemechanism .
---S ---
For further information on the Announcement, please contact:
Greencoat Renewables PLC: +44 20 7832 9400
Bertrand Gautier
Paul O'Donnell
Tom Rayner
Davy (Joint Broker, Nomad and
Euronext Growth Adviser) +353 1 6796363
Fergal Meegan
Ronan Veale
Barry Murphy
RBC (Joint Broker) +44 20 7653 4000
Matthew Coakes
Duncan Smith
Elizabeth Evans
FTI Consulting (Media Enquiries) +353 1 765 0886
Jonathan Neilan
Melanie Farrell
About Greencoat Renewables PLC
Greencoat Renewables PLC is an investor in euro-denominated
renewable energy infrastructure assets. Initially focused solely on
the acquisition and management of operating wind farms in Ireland,
the Company is now also investing in wind and solar assets in
certain other Northern European countries with stable and robust
renewable energy frameworks. It is managed by Greencoat Capital
LLP, an experienced investment manager in the listed renewable
energy infrastructure sector.
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END
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