REG - Greencoat UK Wind - Result of AGM

Greencoat UK WindAnnouncement

24/04/2024 16:15

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20240424:nRSX9128La&default-theme=true

RNS Number : 9128L  Greencoat UK Wind PLC  24 April 2024

24 April 2024

Greencoat UK Wind plc

Results of AGM

The Company is pleased to announce that at the AGM held at 2.00 pm today, 24
April 2024, Resolutions 1 to 16 all passed with the requisite majority and
that shareholders supported the continuation of the Company, Resolution 17.

 

The Board, however, notes that 11.31% voted for discontinuation and will
therefore continue to consult with those shareholders to better understand
their views.

 

In accordance with LR 9.6.18, details of those resolutions passed, which were
not ordinary business of the AGM, follow:

 

             In Favour              Against                Withheld*

 Resolution  Votes          %       Votes          %       Votes
 12          1,589,456,605  99.53%  7,474,116      0.47%   1,028,416
 13          1,569,994,307  98.31%  26,961,921     1.69%   1,002,909
 14          1,569,174,989  98.26%  27,792,956     1.74%   991,192
 15          1,594,624,198  99.85%  2,396,071      0.15%   938,868
 16          1,590,321,262  99.58%  6,781,583      0.42%   856,292
 17          180,350,802    11.31%  1,413,806,623  88.69%  3,908,894

 

*A vote withheld is not a vote in law and is therefore not counted towards the
proportion of votes "for" or "against" the Resolution.

 

The full wording of these resolutions can be found below:

 

Resolution 12 - Special Resolution

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 Companies Act 2006 ("CA 2006"), to exercise all
the powers of the Company to allot ordinary shares of one penny each in the
capital of the Company and the grant rights to subscribe for, or to convert
any security into shares in the Company up to an aggregate nominal amount of
£7,682,380.39.

 

The authority hereby conferred on the Directors shall expire at the conclusion
of the next AGM of the Company after the date of the passing of this
Resolution or 30 June 2025, whichever is the earlier, save that under this
authority the Company may, before such expiry, make offers or enter into
agreements 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.

 

 

Resolution 13 - Special Resolution

 

THAT, subject to the passing of Resolution 12 above, in substitution for all
substituting authorities to the extent unused, the Directors be and they are
hereby authorised, pursuant to section 570 and section 573 Companies Act 2006
("CA 2006"), to allot equity securities (within the meaning of section 560 CA
2006) for cash either pursuant to the authority conferred by Resolution 12 or
by way of a sale of treasury share, as if section 561(1) CA 2006 did not apply
to any such allotment, provided that such authority shall be limited to:

(a)       the allotment or sale of equity securities up to an aggregate
nominal amount equal to £2,304,714.12 (being approximately 10% of the issued
Ordinary Share capital of the Company at the date of this Notice); and

(b)       the allotment or sale of equity securities at a price not less
than the net asset value per share.

This authority shall expire at the conclusion of the next AGM of the Company
after the passing of this resolution or 30 June 2025, whichever is the
earlier, save that the Company may, before such expiry, make offers and enter
into agreements which would or might require equity securities to be allotted
after such expiry and the Directors may allot equity securities in pursuance
of such offers and agreements as if the authority conferred hereby had not
expired.

 

Resolution 14 - Special Resolution

 

THAT subject to the passing of both Resolutions 12 and 13 above, the Directors
be and they are hereby authorised, pursuant to section 570 and section 573
Companies Act 2006 ("CA 2006"), to allot equity securities (within the meaning
of section 560 CA 2006) for cash, either pursuant to the authority conferred
by Resolution 12 or by way of a sale of treasury share, as if section 561(1)
CA 2006 did not apply to any such allotment, provided that such authority
shall be limited to:

(a)       the allotment or sale of equity securities up to an aggregate
nominal amount equal to an additional £2,304,714.12 (being approximately 10%
of the issued Ordinary Share capital of the Company at the date of this Notice
which, together with the authority under Resolution 13, is in aggregate
approximately 20% of the issued Ordinary Share capital of the Company at the
date of this Notice); and

(b)       the allotment or sale of equity securities at a price not less
than the net asset value per share.

 

This authority shall expire at the conclusion of the next AGM of the Company
after the passing of this resolution or 30 June 2025, whichever is the
earlier, save that the Company may, before the expiry of this authority make
any offers or enter into any agreements which would or might require equity
securities to be allotted, or treasury shares sold, after such expiry and the
Directors may allot equity securities or sell treasury shares in pursuance of
any such an offer or agreement as if the authority conferred by this
resolution had not expired.

 

Resolution 15 - Special Resolution

THAT             the Company be and is hereby generally and
unconditionally authorised for the purposes of section 701 Companies Act 2006
("CA 2006"), to make market purchases (within the meaning of section 693(4) CA
2006) of ordinary shares of one penny 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 number of Ordinary Shares hereby authorised to be
purchased is 345,476,645;

(b)      the minimum price (exclusive of expenses) which may be paid for
an Ordinary Share is one 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) an amount equal to
105 per cent. of the average of the middle market quotations for an Ordinary
Share (as derived from the London Stock Exchange Daily Official List) for the
five business days immediately preceding the date on which that Ordinary Share
is contracted to be purchased, and (ii) an amount equal to the higher of the
price of the last independent trade of an Ordinary Share and the highest
current independent bid on the trading venues where the purchase is 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 30 June
2025 whichever is the earlier (unless previously revoked, varied or renewed by
the Company in general meeting prior to such time); 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 may be completed or executed
wholly or partly after the expiration of such authority and the Company may
purchase Ordinary Shares in pursuance of any such contract or contracts as if
the authority conferred hereby had not expired.

 

Resolution 16

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

 

 

Resolution 17

THAT the Company cease to continue its business as a closed-ended investment
company.

 

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) .

 

For further information, please contact:

Greencoat UK Wind
PLC
020 7832 9425

Stephen Lilley

Matt Ridley

 

Headland
Consultancy
020 3805 4822

Stephen Malthouse

 

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  RAGIIMATMTBTBMI