Jlen Environmental: Notice of Annual General Meeting
19/08/2024 07:00
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RNS Number : 6628A JLEN Environmental Assets Group Ltd 19 August 2024
19 August 2024
JLEN ENVIRONMENTAL ASSETS GROUP LIMITED
("JLEN" or the "Company")
Notice of Annual General Meeting
Annual General Meeting
JLEN has today published notice of its Annual General Meeting ("AGM") to be
held at 1 Royal Plaza, Royal Avenue, St Peter Port, Guernsey, GY1 2HL on
Friday 13 September 2024 at 10:00 a.m.
Copies of the Notice of AGM have been posted to shareholders electing to
receive printed materials from the Company and are available on the Company's
website jlen.com/investors/agm-vote/ and on the National Storage Mechanism.
Discontinuation Vote
In accordance with the Company's policy, as set out in its Prospectus, the
Board is proposing a discontinuation resolution at the AGM (Resolution 16).
The Notice of AGM includes details of the discontinuation resolution and the
reasons why the Board recommends shareholders VOTE AGAINST the resolution to
allow the Company to continue operating and delivering on its investment
strategy.
Action to be taken
Shareholders are encouraged to vote on the resolutions to be proposed at the
AGM which, to be valid, should be completed, signed and returned so as to be
received by the Company's Receiving Agent, Link Group, at PXS1, 34 Beckenham
Road, Beckenham, Kent BR3 4ZF as soon as possible but, in any event, so as to
arrive by 10.00 a.m. on 11 September 2024.
Shareholders are strongly encouraged to exercise their voting rights by
appointing a proxy where possible, using one of the following methods:
· By logging on to www.signalshares.com (http://www.signalshares.com)
and following the instructions; or
· By printing a copy of the form of proxy which is available for
download on the Company's website www.jlen.com (http://www.jlen.com) or by
requesting a hard copy form of proxy directly from the Company's registrars,
Link Group, via email at shareholderenquiries@linkgroup.co.uk
(mailto:shareholderenquiries@linkgroup.co.uk) or on tel: 0371 664 0300. Calls
are charged at the standard geographic rate and will vary by provider. Calls
outside the United Kingdom will be charged at the applicable international
rate. Lines are open between 09:00 - 17:30, Monday to Friday excluding public
holidays in England and Wales. Hard copy proxy forms should be returned by
post, by courier or by hand to PXS 1, Link Group, Central Square, 29
Wellington Street, Leeds, LS1 4DL; or
· In the case of CREST members, by utilising the CREST electronic proxy
appointment service in accordance with the procedure set out in the notes to
the Notice of AGM 2024.
Recommendation
The Board considers that Resolutions 1 to 15 to be proposed at the AGM are in
the best interests of the Company and its members. Accordingly, the Board
unanimously recommends shareholders VOTE IN FAVOUR of these Resolutions.
As stated above, the Board unanimously recommends that the shareholders VOTE
AGAINST Resolution 16.
The Board's full voting recommendations are detailed in the table below:
Ordinary Resolutions:
For Against
1 TO receive and consider the audited accounts, the Directors' report and the √
Auditors' report for the year ended 31 March 2024.
2 TO approve the Directors' Remuneration Report for the year ended 31 March √
2024, as set out on pages 130 and 131 of the Company's 2024 Annual Report.
3 TO approve the Directors' Remuneration Policy as set out on pages 130 and 131 √
of the Company's 2024 Annual Report.
4 THAT Mr Edmond Warner OBE be re-elected as a Director of the Company. √
5 THAT Ms Stephanie Coxon be re-elected as a Director of the Company. √
6 THAT Mr Alan Bates be re-elected as a Director of the Company. √
7 THAT Ms Joanne Harrison be re-elected as a Director of the Company. √
8 THAT Ms Nadia Sood be re-elected as a Director of the Company. √
9 THAT KPMG Channel Islands Limited be re-appointed as external auditor of the √
Company to hold office from the conclusion of this annual general meeting
until the conclusion of the next annual general meeting of the Company.
10 THAT the Directors be authorised to determine the remuneration of the external √
auditor for their next period of office.
Special Resolutions:
11 THAT the interim dividend of 1.89 pence per Ordinary Share in respect of the √
period 1 April 2023 to 30 June 2023,
the interim dividend of 1.89 pence per Ordinary Share in respect of the period
1July 2023 to 30 September 2023,
the interim dividend of 1.90 pence per Ordinary Share in respect of the period
1October 2023 to 31 December 2023
and the interim dividend of 1.89 pence per Ordinary Share in respect of the
period 1 January 2024 to 31 March 2024
declared by the Company be approved.
12 THAT, in accordance with Article 45 of the Articles of Incorporation of the √
Company (the "Articles"), the Board may,
in respect of dividends declared for any financial period or periods of the
Company ending prior to the annual general
meeting of the Company to be held in 2025, offer shareholders the right to
elect to receive further shares, credited as
fully paid, in respect of all or any part of such dividend or dividends
declared in respect of any such period or periods.
13 THAT the Company be and is hereby generally and unconditionally authorised in √
accordance with Section 315 of
The Companies (Guernsey) Law, 2008 (as amended) (the "Law") (subject to the UK
Listing Rules and all other
applicable legislation and regulations) to make market acquisitions (as
defined in the Law) of its Ordinary Shares in
issue, provided that:
a. the maximum number of Ordinary Shares hereby authorised to be purchased is
14.99 per cent per annum of
the Ordinary Shares in issue immediately following the passing of this
resolution;
b. the minimum price (exclusive of expenses) which may be paid for an Ordinary
Share is 1 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) 5 per cent above the average market value for the five
business days prior to the day the purchase
is made and (ii) the higher of the price of the last independent trade and the
highest independent bid at the time
of the purchase for any number of the Ordinary Shares on the trading venues
where the purchase is carried out;
d. the authority hereby conferred shall expire at the conclusion of the next
annual general meeting of the Company
held in 2025 or 18 months from the date of this resolution, whichever is the
earlier, unless such authority is varied,
revoked or renewed prior to such time;
e. the Company may make a contract to purchase Ordinary Shares under the
authority hereby conferred prior to the
expiry of such authority which will or may be executed wholly or partly after
the expiration of such authority and
may make an acquisition of Ordinary Shares pursuant to any such contract; and
f. any Ordinary Share bought back may be held in treasury in accordance with
the Law or be subsequently cancelled
by the Company.
14 THAT pursuant to Article 7.7 of the Articles, the provisions of Article 7.2 of √
the Articles shall not apply and shall be
excluded in relation to the issue of up to an aggregate number of Ordinary
Shares as represents up to 10 per cent
of the number of Ordinary Shares admitted to trading on London Stock Exchange
plc's main market for listed
securities immediately following the passing of this resolution, provided that
such disapplication and exclusion shall
expire on the date which is 18 months from the date of the passing of this
resolution or, if earlier, at the conclusion
of the next annual general meeting of the Company following the date of the
passing of this resolution (unless
previously renewed, revoked or varied by the Company by special resolution)
save that the Company may before such
expiry make an offer or agreement which would or might require Ordinary Shares
to be allotted after such expiry and
the Directors may allot Ordinary Shares in pursuance of such an offer or
agreement as if the disapplication and
exclusion conferred hereby had not expired.
15 THAT in accordance with section 25(2) of the Law, the name of the Company be √
changed to Foresight Environmental
Infrastructure Limited.
16 THAT the Company ceases to continue in its present form. √
If you have any questions that you would like to put to the Board or to
Foresight Group, please contact the Company Secretary by email at
jlen@apexfs.group no later than close of business on Tuesday, 10 September
2024.
Foresight Group +44(0)20 3667 8100
Chris Tanner institutionalir@foresightgroup.eu
Edward Mountney
Wilna de Villiers
(-----)----
Winterflood Securities Limited +44(0)20 3100 0000
Neil Langford
SEC Newgate +44 (0)20 3757 6882
Elisabeth Cowell Jlen@secnewgate.co.uk
Alice Cho
Harry Handyside
Apex Fund and Corporate Services (Guernsey) Limited +44(0)20 3530 3600
Matt Lihou
Matt Falla
About JLEN
JLEN's investment policy is to invest in a diversified portfolio of
Environmental Infrastructure. Environmental Infrastructure is defined by the
Company as infrastructure assets, projects and asset-backed businesses that
utilise natural or waste resources or support more environmentally friendly
approaches to economic activity, support the transition to a low carbon
economy or which mitigate the effects of climate change. Such investments will
typically feature one or more of the following characteristics:
· long-term, predictable cash flows, which may be wholly or
partially inflation-linked cash flows;
· long-term contracts or stable and well-proven regulatory and
legal frameworks; or
· well-established technologies, and demonstrable operational
performance
JLEN's aim is to provide investors with a sustainable, progressive dividend
per share, paid quarterly and to preserve the capital value of the portfolio
over the long term on a real basis. The target dividend for the year to 31
March 2025 is 7.80 pence per share¹. The dividend is payable quarterly.
JLEN is an Article 9 fund under the EU Sustainable Finance Disclosure
Regulation and has a transparent and award winning approach to ESG.
Further details of the Company can be found on its website www.jlen.com
(http://www.jlen.com)
LEI: 213800JWJN54TFBMBI68
(1) These are targets only and not profit forecasts. There can be no
assurance that these targets will be met or that the Company will make any
distributions at all.
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