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Foresight Solar Fund Limited held its 2024 Annual General Meeting on June 12, 2024, where shareholders voted on a poll for all proposed resolutions. All resolutions, including the re-appointment of directors and auditors, were passed except for Resolution 16. Resolution 16, proposing the discontinuation of the Company, failed with 24.44% of votes cast in favour and 75.56% against, representing 16.06% of the Company's total issued Ordinary Shares.
| Date | 12 Jun 2024 |
| Time | 14:18:17 |
| Category | AGMs and other meetings |
| ID | 1898S |
12 June 2023
Foresight Solar Fund Limited
("Foresight Solar", "FSFL" or the "Company")
Results of 2024 Annual General Meeting
Foresight Solar Fund Limited announces that, at its 2024 Annual General Meeting, held on Wednesday, 12 June 2024 at 9:30am, all resolutions were voted on by way of a poll. The results of the poll, including all proxy votes received, are set out below.
|
No. |
Resolution 1 |
Votes For 2 |
Votes Against 3 |
Total votes validly cast 4 |
Total votes cast as % of issued share capital |
Votes Withheld 5 |
||
|
Votes |
% |
Votes |
% |
|||||
|
1 |
To receive and adopt the Company's annual accounts for the financial year ended 31 December 2023 |
403,538,045 |
99.93% |
270,367 |
0.07% |
403,808,412 |
66.20% |
191,089 |
|
2 |
Approve directors' remuneration report for the period ended 31 December 2023 |
395,495,076 |
97.95% |
8,260,620 |
2.05% |
403,755,696 |
66.19% |
245,559 |
|
3 |
Approve the directors' remuneration policy |
395,432,711 |
97.94% |
8,317,328 |
2.06% |
403,750,039 |
66.19% |
251,216 |
|
4 |
Approve the Dividend Policy |
395,869,379 |
99.94% |
231,430 |
0.06% |
396,100,809 |
64.94% |
7,900,446 |
|
5 |
Re-appoint Alexander Ohlsson as a Director |
374,613,283 |
95.33% |
18,358,863 |
4.67% |
392,972,146 |
64.43% |
11,029,109 |
|
6 |
Re-appoint Ann Markey as a Director |
381,952,997 |
97.20% |
11,009,885 |
2.80% |
392,962,882 |
64.42% |
11,038,373 |
|
7 |
Re-appoint Monique O'Keefe as a Director |
308,144,045 |
81.73% |
68,863,158 |
18.27% |
377,007,203 |
61.81% |
26,994,052 |
|
8 |
Re-appoint Chris Ambler as a Director |
348,395,052 |
88.71% |
44,319,172 |
11.29% |
392,714,224 |
64.38% |
11,037,031 |
|
9 |
Elect Lynn Cleary as a Director |
395,638,365 |
97.99% |
8,103,374 |
2.01% |
403,741,739 |
66.19% |
259,516 |
|
10 |
Re-appoint KPMG LLP as the Company's auditors |
399,559,589 |
98.96% |
4,185,106 |
1.04% |
403,744,695 |
66.19% |
256,560 |
|
11 |
Authorise the directors to determine the auditors' remuneration |
402,026,447 |
99.57% |
1,728,054 |
0.43% |
403,754,501 |
66.19% |
246,754 |
|
12 |
Approve and adopt the proposed investment objective and investment policy |
384,968,266 |
95.34% |
18,807,669 |
4.66% |
403,775,935 |
66.20% |
225,320 |
|
13 |
Authorise the Directors to allot shares in the Company |
392,405,818 |
97.18% |
11,407,554 |
2.82% |
403,813,372 |
66.20% |
187,883 |
|
14 |
Authorise the Company to make market purchases of its own Ordinary Shares |
403,470,658 |
99.91% |
343,637 |
0.09% |
403,814,295 |
66.20% |
186,960 |
|
15 |
Subject to the passing of resolution 14, to authorise the Company to cancel or to hold any such Ordinary Shares it repurchases |
403,505,900 |
99.93% |
295,584 |
0.07% |
403,801,484 |
66.20% |
199,771 |
|
16 |
To discontinue the Company in its present form |
97,969,486 |
24.44% |
302,874,396 |
75.56% |
400,843,882 |
65.72% |
3,152,373 |
1 Resolutions 1 to 12 were proposed as ordinary resolutions and resolutions 13 to 16 were proposed as special resolutions
2 Includes discretionary votes on resolutions 1 to 15
3 Includes discretionary votes on resolution 16
4 Shares held in treasury count to the total issued share capital but are not voted
5 A vote withheld is not a vote in law and is not counted in the calculation of the votes for or against a resolution
While the Board is pleased that a significant majority of shareholders supported the Board's recommendations, the Directors acknowledge that 97,969,486 votes, representing 16.06% of the Company's total issued Ordinary Shares and 24.44% of the valid votes at the AGM, were cast in favour of Resolution 16 and for the discontinuation of the Company in its current form.
The Board and its advisors maintain an active engagement programme and have regularly consulted with shareholders to better understand their views. Investors expressed a range of preferences to address the headwinds affecting the alternatives sector.
The challenging macroeconomic landscape has also impacted the Company, and the Directors share the frustration with the share price trading at a significant discount to net asset value. Several initiatives are already underway to address the issue, including paying down debt and returning capital via the sector's largest buyback programme relative to NAV.
Alexander Ohlsson, Chair of Foresight Solar, said:
"The Board recognises shareholders' concerns and will continue to engage with all shareholders, particularly those that voted for discontinuation. In the meantime, the Directors will deliberate further on what additional strategic actions may best address these views in the near term."
Note
Every shareholder has one vote for every Ordinary Share held. As at close of business on Monday, 10 June 2024, the share capital of the Company consisted of 609,958,720 Ordinary Shares of which 572,786,297 shares held voting rights. The Company held 37,172,423 Ordinary Shares in treasury.
In accordance with Listing Rule 9.6.2, copies of all the resolutions passed, other than 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.
For more information, follow Foresight Solar on LinkedIn or contact:
|
Foresight Solar Fund Limited Alexander Ohlsson
|
+44 (0)1534 822 251 |
|
Foresight Group Matheus Fierro
|
+44 (0)2039 112 318 |
|
Jefferies International Limited Gaudi Le Roux Harry Randall
|
+44 (0)2070 298 000 |
|
Singer Capital Markets Robert Peel Alaina Wong
|
+44 (0)2074 963 000 |
|
Powerscourt Justin Griffiths Gilly Lock |
+44 (0)2072 501 446 |
LEI: 213800VO4O83JVSSOX33