REG - Foresight Group Hldg - Result of AGM

Foresight groupAnnouncement

Yesterday 08:30

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250801:nRSA5038Ta&default-theme=true

RNS Number : 5038T  Foresight Group Holdings Limited  01 August 2025

 

 

 

LEI: 213800NNT42FFIZB1T09

1 August 2025

 

 

 

 

Foresight Group Holdings Limited (the "Company")

Results of Annual General Meeting

 

The Company announces the results of voting at its Annual General Meeting
("AGM") held on 31(st) July 2025 and confirms that all resolutions were duly
passed as set out below:

 

 

 Resolution                                                                                   Votes For    % of votes cast  Votes Against  % of votes cast  Total votes cast  % TVR Voted*  Votes Withheld
 Ordinary Resolution
 1              To receive the accounts of the Company for the financial year ended 31(st)    85,506,657   99.96            37,943         0.04             85,544,600        76.03         265,509
                March 2025 and the report of the Directors and auditors thereon.
 2              That the Directors' Remuneration Report for the financial year ended 31(st)   83,230,281   97.00            2,572,089      3.00             85,802,370        76.26         7,739
                March 2025 be approved.
 3              That the final dividend recommended by the Directors of 16.8 pence per        85,765,516   99.96            37,943         0.04             85,803,459        76.26         6,650
                ordinary share for the financial year ended 31(st) March 2025 be declared
                payable on 3(rd) October 2025 to all members whose names appear on the
                Company's register of members at 6.00 p.m. on 19(th) September 2025..
 4              To re-appoint Bernard Fairman as a Director of the Company.                   82,975,618   96.71            2,824,396      3.29             85,800,014        76.26         10,095
 5              To re-appoint Gary Fraser as a Director of the Company.                       85,187,562   99.29            612,452        0.71             85,800,014        76.26         10,095
 6              To re-appoint Geoffrey Gavey as a Director of the Company.                    80,976,542   94.38            4,823,472      5.62             85,800,014        76.26         10,095
 7              To re-appoint Michael Liston, OBE, as a Director of the Company.              79,445,902   92.79            6,174,899      7.21             85,620,801        76.10         189,308
 8              To re-appoint Alison Hutchinson, CBE, as a Director of the Company.           84,411,055   98.38            1,392,404      1.62             85,803,459        76.26         6,650
 9              To re-appoint BDO LLP of 55 Baker Street, London W1U 7EU, as the Company's    85,695,327   99.87            108,132        0.13             85,803,459        76.26         6,650
                auditors until the conclusion of the next general meeting of the Company at
                which accounts are laid.
 10             That the Directors be authorised to agree the auditors' remuneration.         85,391,156   99.52            411,777        0.48             85,802,933        76.26         7,176
 Special Resolutions
 11             Authority to allot shares.                                                                 97.41            2,225,851      2.59             85,802,459        76.26         7,650

                                                                                              83,576,608
 12             Disapplication of pre-emption rights.                                         83,729,466   97.72            1,952,593      2.28             85,682,059        76.15         128,050
 13             Additional disapplication of pre-emption rights.                              83,614,060   97.59            2,067,999      2.41             85,682,059        76.15         128,050
 14             Authority to purchase own shares.                                             84,669,750   98.69            1,124,276      1.31             85,794,026        76.25         16,083
 Ordinary Resolution

 (Independent votes only)
 15             That the waiver of Rule 9 be approved.                                        34,514,625   74.76            11,652,507     25.24            46,167,132        63.35%        8,727

 

* percentage of the total votes cast vs the total voting rights attributable
to the 112,510,455 ordinary voting shares of nil par value.

 

As the Company has a controlling shareholder (as defined in the Financial
Conduct Authority's UK Listing Rules), being the Concert Party (as defined in
the Notice of Annual General Meeting), the resolutions to elect the
independent directors (being resolutions 7 to 9) have, under UK Listing Rule
6.2.5, been approved by a majority of the votes cast by:

 

 ·             the shareholders of the Company as a whole; and
 ·             the independent shareholders of the Company (being the Non-Concert Party
               Shareholders), that is, all the shareholders entitled to vote on each
               resolution excluding the controlling shareholder

 

In accordance with the Takeover Code, Resolution 15, to waive the application
of Rule 9 of the Takeover Code has been approved by a majority of the votes
cast by the Non-Concert Party Shareholders.

 

The votes of the independent shareholders in respect of such resolutions are
as follows:

 

 Votes of the Independent Shareholders on the resolutions concerning the                                          % of votes cast                  % of votes cast                     % TVR Voted*
 election of the Independent Non-Executive Directors

                                                                                                      Votes For                    Votes Against                    Total votes cast                 Votes Withheld
 Ordinary Resolution
 6                                     To re-appoint Geoffrey Gavey as a Director of the Company.     41,342,292  89.55%           4,823,472       10.45%           46,165,764         63.35%        10,095

 7                                     To re-appoint Michael Liston as a Director of the Company.     39,811,652  86.57%           6,174,899       13.43%           45,986,551         63.10%        189,308

 8                                     To re-appoint Alison Hutchinson as a Director of the Company.  44,776,805  96.98%           1,392,404       3.02%            46,169,209         63.35%        6,650

** percentage of the total votes cast vs the total voting rights attributable
to the 46,175,859 ordinary voting shares of nil par value held by the
Non-Concert Party Shareholders as at 29th July 2025.

 

The Board is pleased that all resolutions were duly passed but notes the
proportion of votes cast against Resolution 15 by the independent shareholders
was over 20%. The Board considers that the views of all the Company's
shareholders is extremely important, and it will seek to engage with them in
regard to that Resolution to better understand the reasons behind their
dissent.  An update will be published on that engagement within six months.

 

Notes

 

A 'Vote Withheld' is not a vote in law and has not been counted in the
calculation of the proportion of the votes 'For' and 'Against' a resolution.

 

The total number of shares on the register at the close of business on 29(th)
July 2025, being those eligible to be voted on at the AGM, was 116,347,803, of
which 3,837,348 are held as non-voting treasury shares .  A copy of the
resolutions can be found in the Notice of Meeting available at:
https://www.fsg-investors.com/shareholder-centre
(https://www.fsg-investors.com/shareholder-centre)

 

This announcement is made pursuant to the requirements of Listing Rules 9.6.2
and 9.6.18. Copies of the Special Resolutions approved by shareholders will be
submitted as soon as practicable to the UK Listing Authority and will
shortly be available for inspection via the National Storage Mechanism:

 

https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism)

The results will also be made available on the Company's website:

 

https://www.fsg-investors.com/shareholder-centre
(https://www.fsg-investors.com/shareholder-centre)

 

For further information contact:

 

Foresight Group - Company Secretary

Jo Nicolle                      jnicolle@foresightgroup.gg
(mailto:jnicolle@foresightgroup.gg)
            +44 (0) 7790 804263

Foresight Group Investors

Liz Scorer / Ben McGrory

+44 (0) 7966 966956 / +44 (0) 7443 821577
ir@foresightgroup.eu
(https://www.globenewswire.com/Tracker?data=SV5Z0lkJX1cz-onNwksZN4kLP9xcpNePqyx2QO8ys4g5LrhM4v9k0u4_6hgzf_B1ymBOJ-tk0WgtT10hApAX8HeCg9hcr4tVuNK60pbNHG4=)

Berenberg (Joint Corporate Broker)

James Felix / John Welch / Dan Gee-Summons

+44 (0) 203 753 7800

Jefferies (Joint Corporate Broker)

James Umbers / Taha Ahmed

+44 (0) 207 029 8000

H-Advisors Maitland

Sam Cartwright

+44 (0) 782 725 4561
Foresight@h-advisors.global
(https://www.globenewswire.com/Tracker?data=FGlGyFlQNM7AZmOs-1TKpabQdIItwEOU-oQS3PzcE-jMbh0V75d_kW1T0BHxo4wjq3kcTZJGvkhKNS8aXzzxw0tk6FFPK84_QBfaeMnPPqYDn8rsUNaL69iWFIWf3uEn)

About Foresight Group Holdings Ltd.

Founded in 1984, Foresight is a leading investment manager in real assets and
capital for growth, operating across the UK, Europe, and Australia.

 

With decades of experience, Foresight offers investors access to attractive
investment opportunities at the forefront of change. Foresight actively builds
and grows investment solutions to support the energy transition, decarbonise
industry, enhance nature recovery and realise the economic potential of
ambitious companies.

 

A constituent of the FTSE 250 index, Foresight's diversified investment
strategies combine financial and operational skillsets to maximise asset value
and provide attractive returns to its investors. Its wide range of private and
public funds is complemented with a variety of investment solutions designed
for the retail market.

 

Foresight is united by a shared commitment to build a sustainable future and
grow thriving companies and economies.

 

Visit https://foresight.group
(https://www.globenewswire.com/Tracker?data=IZTjq1FzYEhL9UOqJ78I1jjUL9mQJLAW2EKCAoyDefJiGdqeKv-lJ3U3xq9ceHj_fR6wNJUY-OzPlB4ytI8cL7i6EDxO3LC9kZvUEQsaKVeC5IGbHeCI8hFVhSAxfuTP)
for more information.

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  RAGSDLFAFEISESW