REG - EcofinGlobal U&I Tst - Notice of AGM

Ecofin Global Utilities and Infrastructure TrustAnnouncement

24/02/2025 07:00

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RNS Number : 1307Y  Ecofin Global Utilities Inf Tst PLC  24 February 2025

Ecofin Global Utilities and Infrastructure Trust

 

("EGL" or the "Company")

 

 

Notice of AGM

 

Update on AGM arrangements

 

 

EGL, the essential utilities and infrastructure asset investment trust,
provides shareholders with an update on its forthcoming Annual General
Meeting, ("AGM") which will take place at 3:00 pm on Wednesday 5 March 2025 in
the Clermont Hotel, 101 Buckingham Palace Road, London, SW1W 0SJ.

 

The Company encourages shareholders to attend the AGM and to vote on the
resolutions put before the meeting, whether held directly or via those
entities through which they hold their shares in EGL.

 

Shareholders are additionally invited to submit questions to the Board which
will be answered during the AGM and made available on the Company's website
after the meeting. Questions should be submitted to: EGL_AGM@redwheel.com
(mailto:EGL_AGM@redwheel.com) no later than 12:00 pm on Monday 3 March.

 

In addition, at the AGM, the Portfolio management team, led by Jean-Hugues de
Lamaze, will provide an update to shareholders on the Trust and its
performance. The presentation will be made available on the Company's website,
together with a companion video following the conclusion of the AGM. No new
material information will be disclosed in this presentation.

 

The Company's investor relations pages can be viewed at:
www.redwheel.com/uk/en/individual/ecofin-global-utilities-and-infrastructure-trust-plc/
(http://www.redwheel.com/uk/en/individual/ecofin-global-utilities-and-infrastructure-trust-plc/)

 

 

Resolutions to be put before the AGM

The resolutions put before the AGM are as follows:

 

As ordinary resolutions:

1.   To receive the Directors' Report and the audited Financial Statements
of the Company for the year ended 30 September 2024.

 

2.   To receive and approve the annual report on remuneration included in
the Directors' Remuneration Report for the year ended 30 September 2024.

 

3.   To approve the Company's dividend policy as set out on page 20 of the
2024 annual report and accounts.

 

4.   To re-elect Malcolm King, in accordance with the Company's articles of
association, as a director of the Company

 

5.   To re-elect Susannah Nicklin, in accordance with the Company's articles
of association, as a director of the Company.

 

6.   To re-elect David Simpson, in accordance with the Company's articles of
association, as a director of the Company.

 

7.   To re-elect Joanna Santinon as a Director of the Company.

 

8.   To re-appoint BDO LLP as the Independent Auditor to the Company, to
hold office until the conclusion of the next AGM at which the Financial
Statements are laid before the members.

 

9.   To authorise the directors to determine the Auditor's remuneration.

 

10.  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 of the Companies Act 2006 ("the
Act"), to exercise all the powers of the Company 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 aggregate nominal value of £356,814 (being
approximately one third of the issued ordinary share capital of the Company
(excluding treasury shares) as at 10 December 2024) or, if changed, the
nominal value which represents one third of the issued ordinary share capital
at the date the resolution is passed.

 

The authority hereby conferred on the directors shall expire at the conclusion
of the next AGM of the Company after the passing of this resolution or 5 June
2026, whichever is the earlier, save that 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.

 

As special resolutions:

11.  THAT, subject to the passing of resolution 10 above and 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 of the Act, to
allot equity securities (within the meaning of Section 560 of the Act) for
cash pursuant to the authority conferred by resolution 10 or by way of sale of
treasury shares as if Section 561(1) of the Act did not apply to any such
allotment, provided that this power shall be limited to the allotment of
equity securities:

a.   in connection with a rights issue or open offer of securities to
ordinary shareholders in proportion (as nearly as may be practicable) to their
existing holdings and to holders of other equity securities as required by
the rights of those securities or as the directors otherwise consider
necessary, but in each case subject to such exclusions, limits, restrictions
or other arrangements as the directors may consider necessary or appropriate
to deal with any treasury shares, fractional entitlements or securities
represented by depository 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.   (otherwise than under paragraph (a) of this resolution) to any person
or persons up to an aggregate nominal value of £108,125 (being approximately
10 per cent of the issued ordinary share capital of the Company (excluding
treasury shares) as at 10 December 2024) or, if changed, the nominal value
which represents 10 per cent of the issued share capital at the date the
resolution is passed, and shall expire at the conclusion of the next AGM of
the Company after the passing of this resolution or on 5 June 2026, whichever
is the earlier, except 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 such offer or agreement as if the power conferred hereby had
not expired

 

12.  THAT, the Company be and is hereby generally and unconditionally
authorised, pursuant to and in accordance with Section 701 of the Act, to make
market purchases (within the meaning of Section 693(4) of the Act) of ordinary
shares of 1p 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 aggregate number of ordinary shares hereby authorised to be
purchased is 16,208,006 (being approximately 14.99% of the number of
ordinary shares in issue (excluding treasury shares) as at 10 December 2024);

 

b.   the minimum price (exclusive of all expenses) which may be paid for an
ordinary share is its nominal value, being 1p;

 

c.   the maximum price (exclusive of all expenses) which may be paid for an
ordinary share is the higher of (i) an amount equal to 5% above the average of
the closing mid-market price of an ordinary share (as derived from the Daily
Official List of the London Stock Exchange) for the five business days
immediately preceding the date on which that ordinary share is contracted to
be purchased and (ii) the higher of the price of the last independent trade
and the highest current independent bid for a share in the Company on the
trading venues where the market purchases by the Company pursuant to the
authority conferred by this resolution will be 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 on 5 June
2026, whichever is the earlier unless previously revoked, varied or renewed
by the Company in General meeting; and

 

e.   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 might be completed or executed wholly or partly after
the expiration of such authority and the Company may make a purchase of
ordinary shares in pursuance of any such contract or contracts as if the
authority conferred hereby had not expired.

 

13.  THAT, a General meeting of the Company, other than an AGM may be called
on not less than 14 clear days' notice.

 

 

- Ends -

 

For more information

 

 EGL

 c/o Montfort Communications

 Montfort Communications                         ecofin@montfort.london

 Gay Collins

 Olly Scott

 Charlotte Merlin-Jones

 Michael Schutzer-Weissmann

 RWC Asset Management LLP (Redwheel)             +44 (0)20 7227 6000

 Investment Manager

 Apex Fund Administration Services (UK) Limited  +44 (0)12 4539 8317

 Company Secretary

 

 

About Ecofin Global Utilities and Infrastructure Trust plc

Ecofin Global Utilities and Infrastructure Trust plc, (LSE: EGL) invests in
essential utilities and infrastructure assets that underpin modern economies
and enable them to grow. It aims to achieve a high, secure dividend yield on
its investments and realise long term growth in the value of the portfolio
while taking care to preserve capital through difficult market phases.

 

The Trust is managed by Redwheel's Ecofin team, led by Jean-Hugues de Lamaze
and has over 100  years of directly relevant global sector experience,
focusing on opportunities in listed utilities, environmental services,
transport and adjacent infrastructure sub-sectors.

 

An experienced, independent Board oversees the Trust, protecting shareholders'
interests, providing best practice governance and ensuring accountability.

 

LEI: 2138005JQTYKU92QOF30

 

 

Notes to the Notice of the Annual General Meeting

 

1.   Only holders of ordinary shares of 1p each are entitled to attend and
vote at the meeting. Each shareholder entitled to attend and vote at the
meeting may appoint one or more persons to act as his/her proxy to attend,
speak and vote at the meeting. A proxy need not be a member of the Company but
must attend the meeting for the shareholder's vote to be carried. If a member
appoints more than one proxy to attend the meeting, each proxy must be
appointed to exercise the rights attached to a different share or shares held
by the member.

 

2.   You can vote either:

•     by logging on to www.investorcentre.co.uk/eproxy and following the
instructions. To vote electronically you will be asked to provide your
Control Number, Shareholder Reference Number and PIN which are detailed on
your Form of Proxy.

•     by returning your hard copy form of proxy. If you require
an additional copy of the form of proxy you can obtain one directly from the
registrars, Computershare Investor Services PLC, on Tel: 0370 703 6234. Lines
are open between 08:30 - 17:30, Monday to Friday excluding public holidays in
England and Wales; or

•     in the case of CREST members, by utilising the CREST electronic
proxy appointment service in accordance with the procedures set out below.

 

In order for a proxy appointment to be valid a form of proxy must be
completed. In each case the form of proxy must be received by Computershare
Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY by
3:00pm on Monday 3 March 2025.

 

If you return more than one proxy appointment, either by paper or electronic
communication, the appointment received last by the Registrar before the
latest time for the receipt of proxies will take precedence. You are advised
to read the terms and conditions of use carefully. Electronic communication
facilities are open to all shareholders and those who use them will not be
disadvantaged.

 

The return of a completed form of proxy, electronic filing or any CREST Proxy
Instruction (as described in note 5 below) will not prevent a shareholder from
attending the meeting and voting in person if he/she wishes to do so.

 

3.   Pursuant to Regulation 41(1) of the Uncertificated Securities
Regulations 2001 (as amended) and for the purposes of Section 360B of the Act,
the Company has specified that only those members registered on the register
of members of the Company at the close of business on Monday 3 March 2025 (the
Specified Time) (or, if the meeting is adjourned, 48 hours prior to the time
of the adjourned meeting) shall be entitled to attend and vote at the meeting
in respect of the number of ordinary shares registered in their names at that
time. If the meeting is adjourned to a time not more than 48 hours after the
Specified Time, that time will also apply for the purpose of determining the
entitlement of members to attend and vote (and for the purposes of determining
the number of votes that may be cast) at the adjourned meeting. Changes to
entries in the register of members after the close of business on Monday 3
March 2025 or other relevant deadline will be disregarded in determining the
rights of any person entitled to vote at the meeting.

 

4.   Members (and any proxies or corporate representatives appointed) agree,
by attending the meeting, that they are expressly requesting and are willing
to receive any communications relating to the Company's securities made at
the meeting.

 

5.   CREST members who wish to appoint a proxy or proxies through the CREST
electronic proxy appointment service may do so for the meeting and any
adjournment(s) thereof by using the procedures described in the CREST Manual
(available via www.euroclear.com/CREST). CREST personal members or other CREST
sponsored members, and those CREST members who have appointed a voting service
provider(s), should refer to their CREST sponsor or voting service
provider(s), who will be able to take the appropriate action on their behalf.

 

In order for a proxy appointment or instruction made using the CREST service
to be valid, the appropriate CREST message (a CREST Proxy Instruction') must
be properly authenticated in accordance with Euroclear UK & Ireland
Limited's specifications and must contain the information required for such
instructions, as described in the CREST Manual. The message, regardless of
whether it constitutes the appointment of a proxy or is an amendment to an
instruction given to a previously appointed proxy, must, in order to be valid,
be transmitted so as to be received by the Company's agent (ID 3RA50) by the
latest time(s) for receipt of proxy appointments specified in note (2) above.
For this purpose, the time of receipt will be taken to be the time (as
determined by the timestamp applied to the message by the CREST Application
Host) from which the Company's agent is able to retrieve the message by
enquiry to CREST in the manner prescribed by CREST. After this time, any
change of instructions to proxies appointed through CREST should be
communicated to the appointee through other means.

 

CREST members and, where applicable, their CREST sponsors or voting service
providers should note that Euroclear UK & Ireland Limited does not make
available special procedures in CREST for any particular messages. Normal
system timings and limitations will therefore apply in relation to the input
of CREST Proxy Instructions. It is the responsibility of the CREST member
concerned to take (or, if the CREST member is a CREST personal member or
sponsored member or has appointed a voting service provider, to procure that
his CREST sponsor or voting service provider takes) such action as shall be
necessary to ensure that a message is transmitted by means of the CREST system
by any particular time. In this connection, CREST members and, where
applicable, their CREST sponsors or voting service provider(s) are referred,
in particular, to those sections of the CREST Manual concerning practical
limitations of the CREST system and timings.

 

The Company may treat a CREST Proxy Instruction as invalid in the
circumstances set out in regulation 35(5)(a) of the Uncertificated Securities
Regulations 2001 (as amended).

 

6.   Any member attending the meeting has the right to ask questions.
Pursuant to Section 319A of the Act, the Company must cause to be answered any
question relating to the business being dealt with at the meeting put by a
member attending the meeting. However, members should note that no answer need
be given in the following circumstances if to do so would interfere unduly
with the preparation for the meeting or would involve a disclosure of
confidential information:

a.   if the answer has already been given on a website in the form of an
answer to a question; or

b.   if it is undesirable in the interests of the Company or the good order
of the meeting that the question be answered.

 

7.   If the chairman, as a result of any proxy appointments, is given
discretion as to how the votes the subject of those proxies are cast and the
voting rights in respect of those discretionary proxies, when added to the
interests in the Company's securities already held by the chairman, result
in the chairman holding such number of voting rights that he has a
notifiable obligation under the Disclosure Guidance and Transparency Rules,
the chairman will make the necessary notifications to the Company and the FCA.
As a result, any member holding 3% or more of the voting rights in the Company
who grants the chairman a discretionary proxy in respect of some or all of
those voting rights, and so would otherwise have a notification obligation
under the Disclosure Guidance and Transparency Rules, need not make a separate
notification to the Company and the FCA.

 

8.   Any person receiving a copy of this Notice as a person nominated by a
member to enjoy information rights under Section 146 of the Act ("Nominated
Person") should note that the provisions in notes 1 and 2 concerning the
appointment of a proxy or proxies to attend the meeting in place of a member
do not apply to a Nominated Person, as only shareholders have the right to
appoint a proxy. However, a Nominated Person may have a right under an
agreement between the Nominated Person and the member by whom he or she was
nominated to be appointed, or to have someone else appointed, as a proxy for
the meeting.

 

If a Nominated Person has no such proxy appointment right or does not wish to
exercise it, he/she may have a right under such an agreement to give
instructions to the member as to the exercise of voting rights at the meeting.
Nominated Persons should also remember that their main point of contact in
terms of their investment in the Company remains the member who nominated the
Nominated Person to enjoy information rights (or perhaps the custodian or
broker who administers the investment on their behalf). Nominated Persons
should continue to contact that member, custodian or broker (and not the
Company) regarding any changes or queries relating to the Nominated Person's
personal details and interest in the Company (including any administrative
matters). The only exception to this is where the Company expressly requests a
response from a Nominated Person.

 

9.   Under Section 527 of the Act, members meeting the threshold
requirements set out in that Section have the right to require the Company to
publish on a website a statement setting out any matter relating to:

a.   the audit of the Company's accounts (including the Auditor's Report and
the conduct of the audit) that are to be laid before the meeting; or

b.   any circumstance connected with an auditor of the Company ceasing to
hold office since the previous meeting at which the annual report and accounts
were laid in accordance with Section 437 of the Act.

 

The Company may not require the members requesting any such website
publication to pay its expenses in complying with Sections 527 or 528 of the
Act. Where the Company is required to place a statement on a website under
Section 527 of the Act, it must forward the statement to the Company's auditor
no later than the time when it makes the statement available on the website.
The business which may be dealt with at the meeting includes any statement
that the Company has been required under Section 527 of the Act to publish on
a website.

 

10.  At 10 December 2024, the latest practicable date in advance of the date
of this Notice, the Company's issued capital consisted of 108,125,462 ordinary
shares carrying one vote per share (total voting rights).

 

11.  This Notice, together with information about the total numbers of shares
in the Company in respect of which members are entitled to exercise voting
rights at the date of this Notice, and (if applicable) any members'
statements, members' resolutions or members' matters of business received by
the Company after the date of this Notice, will be available on the web pages
of the Investment Manager, Ecofin UK, at
www.redwheel.com/uk/en/individual/ecofin-global-utilities-and-infrastructure-trust-plc/

 

12.  No electronic address provided in this Notice or in any related
documents (including the form of proxy) may be used to communicate with the
Company for any purposes other than those expressly stated.

 

13.  The biographies of the directors offering themselves for election and
re-election are set out on page 12 of this annual report and accounts and
include each director's experience. These, along with the disclosure in the
Corporate Governance Statement on page 25, explain why the directors'
contributions are important to the Company's long-term success

 

14.  No director has a service agreement with the Company. Copies of the
directors' letters of appointment will be available for inspection at the
registered office of the Company during usual business hours on any weekday
(Saturdays, Sundays and Bank Holidays excluded) until the date of the AGM.

 

15.  As soon as practicable following the AGM, the results of the proxy
voting at the meeting and the number of proxy votes received for and against
and the number of votes withheld, in respect of each resolution, as well as a
result of any poll, will be announced via a Regulatory Information Service and
placed on the Investment Manager's website.

 

16.  Shareholders have the right, under Section 338 of the Act, to require
the Company to give its shareholders notice of a resolution which the
shareholders wish to be moved at an AGM of the Company. Additionally,
shareholders have the right under Section 338A of the Act to require the
Company to include a matter (other than a proposed resolution) in the business
to be dealt with at the AGM. The Company is required to give such notice of a
resolution or include such matter once it has received requests from
shareholders representing at least 5% of the total voting rights of all the
shareholder who have a right to vote at the AGM or from at least 100
shareholders with the same right to vote who hold shares in the Company on
which there has been paid up an average sum per shareholder of at least £100.
This request must be received by the Company not later than six weeks before
the AGM (or, if later, the time at which notice is given of the AGM). In the
case of a request relating to Section 338A of the Act, the request must be
accompanied by a statement setting out the grounds for the request.

 

17.  A copy of this Notice, and other information required by Section 311A of
the Act, can be viewed and/or downloaded
at www.redwheel.com/uk/en/individual/ecofin-globalutilities-and-infrastructure-trust-plc/
and, if applicable, any member's statements, resolutions or matters of
business received by the Company after the date of this Notice will be
available on the Investment Manager's website.

 

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