REG - Greencoat Renewables - Result of AGM

Greencoat RenewablesAnnouncement

15/05/2025 12:30

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RNS Number : 8704I  Greencoat Renewables PLC  15 May 2025

 

Greencoat Renewables PLC AGM Result

 

Dublin, London, 15 May 2025: 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, 15 May 2025, Resolutions 1 to 10 all passed with the
requisite majority and that shareholders supported the continuation of the
Company, Resolution 11.

 

The Board acknowledges that 11.83% of shareholders voted in favour of
discontinuing the Company, which based on the number percentage of
shareholders who actually voted voting resulted in a 17.46% vote for
discontinuation at the AGM.

 

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           751,892,559     99.71%          2,168,540    0.29%   32,511

 2 (a)       742,662,460     99.14%          6,418,878    0.86%   5,012,272

 2 (b)       736,022,460     98.39%          12,058,878   1.61%   5,012,272

 2 (c)       645,168,380     86.13%          103,891,186  13.87%  5,034,044

 2 (d)       739,713,075     98.75%          9,368,263    1.25%   5,012,272
 3           754,025,244     100.00%         950          0.00%   67,416

 4           754,082,871     100.00%         0            0.00%   10,739

 5           747,884,980     99.18%          6,184,112    0.82%   24,518

 6           739,629,881     98.09%          14,439,211   1.91%   24,518

 7           716,361,699     95.00%          37,698,197   5.00%   33,714
 8           723,848,678     95.99%          30,242,186   4.01%   2,746
 9           754,048,036     100.00%         11,860       0.00%   33,714
 10          754,069,808     100.00%         11,860       0.00%   11,942
 11          131,679,782     17.46%          622,410,752  82.54%  3,076

 

*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 €3,711,783. 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
€1,135,300,

 

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 6 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 €1,135,300, 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.

 

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 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 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 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).

 

10.  THAT, Article 96 of the Articles of Association of the Company be
deleted and replaced with a new Article 96 as follows: "No person other than a
Director retiring by rotation or otherwise shall be appointed or reappointed a
Director at any general meeting unless he is recommended by the Directors or,
not less than forty-two days nor more than seventy (70) days before the date
appointed for the meeting, notice executed by a member qualified to vote at
the meeting has been given to the Company of the intention to propose that
person for appointment stating whether the person is proposed as an additional
Director or to replace a Director who is retiring or being removed and the
particulars which would be required, if he were so appointed, to be included
in the Company's register of Directors, together with notice executed by that
person of his willingness to be appointed."

 

SPECIAL BUSINESS - DISCONTINUATION VOTE

 

11.  THAT, the Company cease to continue in its present form.

 

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:

 

 Schroders Greencoat LLP (Investment Manager)
 Bertrand Gautier                                                  +44 20 7832 9400

 Paul O'Donnell

 John Musk

 FTI Consulting (Investor Relations & Media)
 Sam Moore                                                         +353 87 737 9089
 Aoife Mullen                                                      greencoat@fticonsulting.com (mailto:greencoat@fticonsulting.com)

 Barclays Bank PLC (Joint Broker)

 Dion Di Miceli                                                    +44 20 7623 2323

 Stuart Muress

 James Atkinson
 Davy (Broker, NOMAD and Euronext Growth Listing Sponsor)

 Brian Garrahy

 Ronan Veale                                                       +353 1 679 6363

 RBC Capital Markets (Joint Broker)                                +44 20 7653 4000

 Matthew Coakes

 Elizabeth Evans

 

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

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