REG - Foresight Solar Fund - Results of 2024 Annual General Meeting

Foresight Solar FundAnnouncement

12/06/2024 14:30

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RNS Number : 1898S  Foresight Solar Fund Limited  12 June 2024

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       403,538,045  99.93%   270,367      0.07%      403,808,412                   66.20%                                         191,089
      ended 31 December 2023
 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  403,505,900  99.93%   295,584      0.07%      403,801,484                   66.20%                                         199,771
      to hold any such Ordinary Shares it repurchases
 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
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

 

For more information, follow Foresight Solar on LinkedIn
(https://www.linkedin.com/showcase/foresight-solar/) or contact:

 

 Foresight Solar Fund Limited     +44 (0)1534 822 251

 Alexander Ohlsson

 Foresight Group                  +44 (0)2039 112 318

 Matheus Fierro

 (fsflir@foresightgroup.eu)

 Jefferies International Limited  +44 (0)2070 298 000

 Gaudi Le Roux

 Harry Randall

 Singer Capital Markets           +44 (0)2074 963 000

 Robert Peel

 Alaina Wong

 Powerscourt                      +44 (0)2072 501 446

 Justin Griffiths

 Gilly Lock

 

LEI: 213800VO4O83JVSSOX33

 

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