REG - Greencoat Renewables - Result of AGM

Greencoat RenewablesAnnouncement

25/04/2024 12:30

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RNS Number : 0709M  Greencoat Renewables PLC  25 April 2024

 

Greencoat Renewables PLC AGM Result

 

Dublin, London, 25 April 2024: 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 AGM held
at 9.30 am today, 25 April 2024, each of the Resolutions was duly passed
without amendment.

 

All resolutions as set out in the Notice of AGM were voted on by way of poll
and the results were as follows:

 

             In Favour                       Against            Withheld*

             (including discretionary)
 Resolution  Votes           %               Votes       %      Votes
 1           719,193,182     100.00          0           0.00   2,472

 2 (a)       718,786,036     99.95           388,660     0.05   20,958

 2 (b)       713,146,036     99.16           6,028,660   0.84   20,958

 2 (c)       718,786,036     99.95           388,660     0.05   20,958

 2 (d)       627,576,439     87.26           91,598,257  12.74  20,958
 2 (e)       718,786,036     99.95           388,660     0.05   20,958

 3           719,175,518     100.00          0           0.00   20,136

 4           719,192,852     100.00          330         0.00   2,472

 5           719,192,852     100.00          0           0.00   2,802
 6           709,468,340     98.65           9,724,512   1.35   2,802
 7           709,468,340     98.65           9,723,360   1.35   3,954
 8           718,149,133     99.85           1,046,521   0.15   0
 9           719,169,749     100.00          8,571       0.00   17,334

 

*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, that were not ordinary business of the
AGM can be found below:-

 

To consider and, if thought fit, to pass the following resolutions as an
ordinary resolution:

 

5.            That the Directors be and are hereby generally and
unconditionally authorised, pursuant to Section 1021 of the Companies Act
2014, to exercise all of the powers of the Company to allot relevant
securities (within the meaning of the said Section 1021) up to an aggregate
nominal amount equal to €3,804,129. The authority hereby conferred shall
expire at the conclusion of the next annual general meeting of the Company
after the date of passing of this resolution or at the close of business on
the date which is 15 calendar months after the date of passing of this
resolution, whichever is earlier, unless previously renewed, varied or
revoked; provided that the Company may make an offer or agreement before the
expiry of the authority conferred by this Resolution which would or might
require relevant securities to be allotted after such authority has expired,
and the Directors may allot relevant securities in pursuance of such an offer
or agreement as if the power conferred by this resolution had not expired.

 

To consider and, if thought fit, to pass the following resolutions as special
resolutions:

 

6.          That the Directors be and are hereby empowered, pursuant
to Sections 1022 and 1023(3) of the Companies Act 2014, to allot equity
securities (within the meaning of the said Section 1023(1)) for cash pursuant
to the authority to allot relevant securities conferred on the Directors by
Resolution 5 of this Notice of AGM as if Section 1022(1) did not apply to any
such allotment, such power being limited to:

 

(a)  the allotment of equity securities in connection with any offer of
securities, open for a period fixed by the Directors, by way of rights issue,
open offer or otherwise in favour of the holders of equity securities and/or
any persons having or who may acquire a right to subscribe for equity
securities in the capital of the Company where the equity securities
respectively attributable to the interests of such holders are proportional
(as nearly as may reasonably be) to the respective number of equity securities
held by them, and subject thereto, the allotment by way of placing or
otherwise of any equity securities not taken up in such issue or offer to such
persons as the Directors may determine; and, generally, subject to such
exclusions or other arrangements as the Directors may deem necessary or
expedient in relation to legal or practical problems (including dealing with
any fractional entitlements and/or arising in respect of any oversees
shareholders) under the laws of, or the requirements of any regulatory body or
stock exchange in, any territory; and

 

(b)  the allotment of equity securities (otherwise than pursuant to
sub-paragraph (a) above) up to a nominal aggregate amount equal to
€1,141,238.

 

              provided that such power shall expire at the
conclusion of the next annual general meeting of the Company after the date of
passing of this resolution, or at the close of business on the date which is
15 calendar months after the date of passing of this resolution, whichever is
the earlier, unless previously varied, revoked or renewed, and provided
further 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.

 

7.            That the Directors be and are hereby empowered,
pursuant to Sections 1022 and 1023(3) of the Companies Act 2014 and in
addition to the power conferred by Resolution 6, to allot equity securities
(within the meaning of the said section 1023(1)) for cash pursuant to the
authority to allot relevant securities conferred on the Directors by
Resolution 5 of this Notice of AGM as if Section 1022 (1) did not apply to any
such allotment, such power being limited to the allotment of equity securities
up to a nominal aggregate amount equal to €1,141,238, provided that such
power shall expire at the conclusion of the next annual general meeting of the
Company after the date of passing this resolution, or at the close of business
on the date which is 15 calendar months after the date of passing of this
resolution, whichever is the earlier, unless previously varied, revoked or
renewed, and provided further 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.

 

8.            That pursuant to Section 1074 of the Companies Act
2014, the Company and any subsidiary of the Company be and they are each
hereby generally authorised to make market purchases or overseas market
purchases (as defined by Section 1072 of that Act) of ordinary shares of
€0.01 each in the capital of the Company ("Ordinary Shares") on such terms
and conditions and in such manner as the Directors may determine from time to
time; but subject however to the provisions of that Act and to the following
restrictions and provisions:

 

(a)       the maximum number of Ordinary Shares authorised to be
acquired shall not exceed 14.99 per cent. of the ordinary share capital in
issue in the Company as at close of business on the date on which this
resolution is passed;

 

(b)       the minimum price (excluding expenses) which may be paid for
any Ordinary Share shall be an amount equal to the nominal value thereof;

 

(c)       the maximum price (excluding expenses) which may be paid for
any Ordinary Share (a "Relevant Share") shall be the higher of:

 

(i)     5 per cent. above the average market price of an Ordinary Share as
determined in accordance with this sub-paragraph (c); and

 

(ii)    the amount stipulated by Article 5(6) of Regulation No. 596/2014 of
the European Parliament and Council (or by any corresponding provision of
legislation replacing that regulation);

 

where the average market value of an Ordinary Share for the purpose of
sub-paragraph (i) shall be the amount equal to the average of the five amounts
resulting from determining whichever of the following ((A), (B) or (C)
specified below) in respect of Ordinary Shares shall be appropriate for each
of the five business days immediately preceding the day on which the Relevant
Share is purchased as determined from the information published by the trading
venue where the purchase will be carried out reporting the business done on
each of those five days:

 

(A)      if there shall be more than one dealing reported for the day,
the average of the prices at which such dealings took place; or

 

(B)      if there shall be only one dealing reported for the day, the
price at which such dealing took place; or

 

(C)      if there shall not be any dealing reported for the day, the
average of the closing bid and offer prices for the day,

 

and if there shall be only a bid (but not an offer) price or an offer (but not
a bid) price reported, or if there shall not be any bid or offer price
reported, for any particular day, that day shall not be treated as a business
day for the purposes of this sub-paragraph (c); provided that, if for any
reason it shall be impossible or impracticable to determine an appropriate
amount for any of those five days on the above basis, the Directors may, if
they think fit and having taken into account the prices at which recent
dealings in such shares have taken place, determine an amount for such day and
the amount so determined shall be deemed to be appropriate for that day for
the purposes of calculating the maximum price; and if the means of providing
the foregoing information as to dealings and prices by reference to which the
maximum price is to be determined is altered or is replaced by some other
means, then the maximum price shall be determined on the basis of the
equivalent information published by the relevant authority in relation to
dealings on the Euronext Dublin or its equivalent; and

(d)       the authority conferred by this resolution shall expire on
close of business on the date of the next annual general meeting of the
Company after the date of passing this resolution or the date which is 15
calendar months after the date of passing of this resolution (whichever is
earlier), unless previously varied, revoked or renewed in accordance with the
provisions of Section 1074 of the Companies Act 2014. The Company or any
subsidiary may, before such expiry, enter into a contract for the purchase of
Ordinary Shares which would or might be executed wholly or partly after such
expiry and may complete any such contract as if the authority conferred hereby
had not expired.

 

9.            That:

 

(a)       subject to the passing of Resolution No. 8 above, for the
purposes of section 1078 of the Companies Act, the re-allotment price range at
which any treasury shares (as defined by the said Companies Act) for the time
being held by the Company may be re-allotted off-market as ordinary shares of
€0.01 each of the Company ("Ordinary Shares") shall be as follows:

 

(i) the maximum price at which a treasury share may be re-allotted off-market
shall be an amount equal to 120 per cent. of the Appropriate Price; and

 

(ii) the minimum price at which a treasury share may be re-allotted off-market
shall be an amount equal to 95 per cent. of the Appropriate Price;

 

(b)       for the purposes of this resolution the expression
"Appropriate Price" shall mean the average of the five amounts resulting from
determining whichever of the following ((i), (ii) or (iii) specified below) in
respect of Ordinary Shares shall be appropriate for each of the five business
days immediately preceding the day on which such treasury share is
re-allotted, as determined from information published in the Euronext Dublin
Daily Official List (or any successor publication thereto or any equivalent
publication for securities admitted to trading on the Euronext Growth Market)
reporting the business done on each of those five business days:

 

(i) if there shall be more than one dealing reported for the day, the average
of the prices at which such dealings took place; or

 

(ii) if there shall be only one dealing reported for the day, the price at
which such dealing took place; or

 

(iii) if there shall not be any dealing reported for the day, the average of
the closing bid and offer prices for the day:

 

and if there shall be only a bid (but not an offer) price or an offer (but not
a bid) price reported, or if there shall not be any bid or offer price
reported, for any particular day, then that day shall not be treated as a
business day for the purposes of this sub-paragraph (b); provided that if for
any reason it shall be impossible or impracticable to determine an appropriate
amount for any of those five days on the above basis, the Directors may, if
they think fit and having taken into account the prices at which recent
dealings in such shares have taken place, determine an amount for such day and
the amount so determined shall be deemed to be appropriate for that day for
the purposes of calculating the Appropriate Price; and if the means of
providing the foregoing information as to dealings and prices by reference to
which the Appropriate Price is to be determined is altered or is replaced by
some other means, then the Appropriate Price shall be determined on the basis
of the equivalent information published by the relevant authority in relation
to dealings on the Euronext Dublin or its equivalent; and

 

(c)       the authority hereby conferred shall expire on close of
business on the date of the next annual general meeting of the Company after
the date of passing this resolution or the date which is 15 calendar months
after the date of passing of this resolution (whichever is earlier).

 

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

 

            --- ENDS ---

 

            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 Listing Sponsor)
 
   +353 1 6796363

            Ronan Veale

            Brian Garrahy

 

            RBC (Joint Broker)
 
            +44 20 7653 4000

            Matthew Coakes

            Elizabeth Evans

 

            FTI Consulting (Media Enquiries)
 
 +353 1 765 0886

            Melanie Farrell

            Aoife Mullen

 

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 European countries with
stable and robust renewable energy frameworks. It is managed by Greencoat
Schroders LLP, an experienced investment manager in the listed renewable
energy infrastructure sector.

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