REG - VH Global Energy Inf - Result of AGM

VH Global Energy InfrastructureAnnouncement

21/05/2025 14:30

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RNS Number : 6457J  VH Global Energy Infrastructure PLC  21 May 2025

21 May 2025

 

VH Global Energy Infrastructure Plc

('ENRG' or the 'Company')

 

Result of Annual General Meeting

 

Following the Annual General Meeting ("AGM") of the Company held on 21 May
2025, the Board is pleased to announce that all the ordinary resolutions and
special resolutions, as set out in the Notice of AGM to shareholders dated 3
April 2025, were approved by shareholders. The resolutions put to the AGM were
voted on by way of a poll.

 

The text of all the resolutions is contained in the Notice of AGM.

 

The voting breakdown of all resolutions follow:

 

 Resolution     Votes For            Votes Against        Votes Withheld*
 1 - Ordinary   272,689,235  99.98%  44,659      0.02%    92,937
 2 - Ordinary   272,455,186  99.90%  284,441     0.10%    87,204
 3 - Ordinary   272,669,709  99.98%  54,785      0.02%    102,337
 4 - Ordinary   236,613,332  86.76%  36,101,455  13.24%   112,044
 5 - Ordinary   269,797,136  98.93%  2,908,651   1.07%    121,044
 6 - Ordinary   269,809,444  98.94%  2,896,343   1.06%    121,044
 7 - Ordinary   269,818,136  98.94%  2,896,651   1.06%    112,044
 8 - Ordinary   272,592,557  99.95%  127,279     0.05%    106,995
 9 - Ordinary   272,594,684  99.95%  127,642     0.05%    104,505
 10 - Ordinary  272,671,185  99.98%  62,799      0.02%    92,847
 11 - Ordinary  272,469,847  99.90%  260,237     0.10%    96,747
 12 - Ordinary  272,464,847  99.90%  265,237     0.10%    96,747
 13 - Special   272,232,585  99.81%  505,827     0.19%    88,419
 14 - Special   258,724,917  94.86%  14,013,495  5.14%    88,419
 15 - Special   259,107,062  95.00%  13,624,534  5.00%    95,235
 16 - Special   272,276,608  99.84%  432,746     0.16%    117,477

 

*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 text of the Special Resolutions is as follows:

 

13.  That, subject to the passing of Resolution 11, the Directors be and are
hereby generally empowered (pursuant to Sections 570 and 573 of the Companies
Act 2006 (the "Act")) to allot equity securities (within the meaning of
Section 560 of the Act) for cash pursuant to the authority conferred on them
in Resolution 11 above and/or to sell ordinary shares held by the Company as
treasury shares (as defined in Section 724 of the Act) for cash as if Section
561(1) of the Act did not apply to any such allotment or sale, such power
shall:

 

a)    be limited to the allotment or sale of equity securities up to an
aggregate nominal amount of £395,803.42 (being 10% of the issued share
capital of the Company as at 2 April 2025 comprising 395,803,422  ordinary
shares of £0.01 each in the Company (excluding treasury shares)) or, if
changed, the amount that represents 10% of the aggregate nominal value of the
Company's issued share capital (excluding treasury shares) at the date of the
passing of this resolution; and

b)    expire at the conclusion of the next annual general meeting of the
Company to be held after the date of the passing of this resolution or 15
months from the date of passing this resolution, whichever is earlier, unless
previously revoked, varied or renewed by the Company in general meeting, save
that the Company may, at any time prior to the expiry of such power, make an
offer or enter into an agreement which would or might require equity
securities to be allotted or sold from treasury after the expiry of such
power, and the Directors may allot or sell from treasury equity securities in
pursuance of such an offer or an agreement as if such power had not expired.

 

14.  That, in addition to the authority conferred by Resolution 13 above, but
subject to the passing of resolutions 11, 12 and 13, the Directors be and are
hereby generally empowered (pursuant to Sections 570 and 573 of the Companies
Act 2006 (the "Act") to allot equity securities (within the meaning of Section
560 of the Act) for cash pursuant to the authority conferred on them in
Resolution 12 above and/or to sell ordinary shares held by the Company as
treasury shares (as defined in Section 724 of the Act) for cash as if Section
561(1) of the Act did not apply to any such allotment or sale, such power
shall:

 

a.    be limited to the allotment or sale of equity securities up to an
aggregate nominal amount of £395,803.42  (being 10% of the issued share
capital of the Company as at 2 April 2025 comprising 395,803,422   ordinary
shares of £0.01 each in the Company (excluding treasury shares)) or if
changed, the amount that represents 10% of the aggregate nominal value of the
Company's issued share capital (excluding treasury shares) at the date of the
passing of this resolution; and

b.    expire at the conclusion of the next annual general meeting of the
Company to be held after the date of the passing of this resolution or 15
months from the date of passing this resolution, whichever is earlier, unless
previously revoked, varied or renewed by the Company in general meeting, save
that the Company may, at any time prior to the expiry of such power, make an
offer or enter into an agreement which would or might require equity
securities to be allotted or sold from treasury after the expiry of such
power, and the Directors may allot or sell from treasury equity securities in
pursuance of such an offer or an agreement as if such power had not expired.

 

15.  That the Company be and is generally and unconditionally authorised in
accordance with Section 701 of the Companies Act 2006 (the "Act") to make one
or more market purchases (within the meaning of Section 693(4) of the Act) of
its ordinary shares on such terms and in such manner as the Directors of the
Company may form time to time determine, provided that:

a.    the maximum aggregate number of ordinary shares that may be purchased
is 59,330,932 ordinary shares or, if changed, the number representing 14.99%
of the Company's issued share capital (excluding treasury shares) at the date
of the meeting of the Company at which this resolution is passed;

b.    the minimum price (exclusive of any expenses) which may be paid for
an ordinary share is £0.01;

c.     the maximum price (exclusive of expenses) which may be paid for an
ordinary share shall be the higher of: (i) 105% 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 prior to the date of
the market purchase; and (ii) the higher of the price of the last independent
trade of an ordinary share and the highest current independent bid for the
ordinary share on the trading venue where the purchase is carried out;

d.    this authority shall expire at the conclusion of the next annual
general meeting of the Company to be held after the date of the passing of
this resolution or, if earlier, on the expiry of 15 months from the date of
the passing of this resolution, unless such authority is revoked, varied or
renewed prior to that time; and

e.    the Company may make a contract to purchase ordinary shares under the
authority, which will or may be executed wholly or partly after the expiration
of such authority and may make a purchase of ordinary shares pursuant to any
such contract.

 

16.  That, a general meeting of the Company (other than an annual general
meeting) may be called on not less that 14 clear days' notice, provided that
this authority shall expire at the conclusion of the next annual general
meeting of the Company to be held after the date of the passing of this
resolutions or, if earlier, on the expiry of 15 months from the date of the
passing of the this resolution.

 

 

In accordance with Listing Rule 9.6.2, copies of the resolutions passed at the
AGM, other than resolutions concerning ordinary business, will be submitted to
the National Storage Mechanism and will shortly be available for inspection
at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

 

 

The Company's LEI is 213800RFHAOF372UU580.

 

 

For further information:

 

Edelman Smithfield (PR Adviser)

Ged Brumby                 + 44 (0)7540 412 301

Hamza Ali                      + 44 (0)7976 308914

 

Victory Hill Capital Partners LLP (Investment Manager)

Navin Chauhan              info@victory-hill.com

 

Deutsche Numis            (Corporate Broker)

Hugh Jonathan              +44 (0)20 7260 1000

Matt Goss

 

Ocorian Administration (UK) Limited (Company Secretary)

oaukcosecteam@ocorian.com (mailto:oaukcosecteam@ocorian.com)

 

 

 

About Victory Hill Capital Partners LLP

Victory Hill Capital Partners LLP ("Victory Hill") is authorised and regulated
by the Financial Conduct Authority (FRN
961570).

 

Victory Hill is based in London and was founded in May 2020 by an experienced
team of energy financiers that spun-out of a large established global project
finance banking group. The team has participated in more than $200bn in
transaction values across 91 conventional and renewable energy-related
transactions in over 30 jurisdictions worldwide. Victory Hill is the
investment manager of the Company.

 

The Victory Hill team deploys its experience across different financial
disciplines in order to assess investments holistically from multiple points
of view. The firm pursues operational stability and well-designed corporate
governance to generate sustainable positive returns for investors. It focuses
on supporting and accelerating the energy transition and the attainment of the
UN sustainable development goals.

 

Victory Hill is a signatory of the United Nations Principles for Responsible
Investment (UN PRI), the United Nations Global Compact (UN GC), Net Zero Asset
Managers Initiative (NZAMI), a member of the Global Impact Investing Network
(GIIN) and is a formal supporter of the Financial Stability Board's Task Force
on Climate-related Disclosures (TCFD).

 

 

 

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