REG - Octopus Renewables - Notice of GM

Octopus Renewables Infrastructure TrustAnnouncement

11/05/2021 07:00

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RNS Number : 1502Y  Octopus Renewables Infra Trust PLC  11 May 2021

11 May 2021

 

LEI: 213800B81BFJKWM2JV13

 

Octopus Renewables Infrastructure Trust plc

 

("ORIT" or the "Company")

 

Notice of General Meeting

 

As set out in the Company's announcement of its Final Results released on 15
March 2021, the Directors identified a potential procedural issue in respect
of the payment of the first interim dividend covering the period from the
Company's IPO on 10 December 2019 to 30 June 2020 of 1.06 pence per Ordinary
Share paid on 21 August 2020 (the "First Interim Dividend"), which may have
resulted in the First Interim Dividend having been made otherwise than in
accordance with the Companies Act 2006 (the "Act"). The total aggregate amount
of the First Interim Dividend was £3,710,000.

 

The Company's historic reported trading results and financial condition, the
dividends declared in respect of Q3 2020, Q4 2020 and Q1 2021 and the
Company's ability to pay future dividends are entirely unaffected.

 

Whilst the Company had sufficient distributable reserves to pay the First
Interim Dividend at the time it was made, the Companies Act required this to
be demonstrated by reference to initial accounts being delivered to Companies
House prior to payment of the First Interim Dividend. Initial accounts
covering the period from the Company's incorporation on 11 October 2019 to 29
February 2020 (the "Initial Accounts") were approved by the Directors on 7 May
2020 and sent to Companies House on 12 May 2020 and it is likely that they
were received by Companies House in the ordinary course of business shortly
after this date. However, Companies House has recorded the Initial Accounts as
having been received on 21 October 2020, a significant amount of time after
the Initial Accounts were sent and also, regrettably, after the payment of the
First Interim Dividend.

 

While the Directors are confident that the Initial Accounts were received by
Companies House prior to payment of the First Interim Dividend, it has not
been possible to evidence this. The Company has also been advised that if the
First Interim Dividend was not made in accordance with applicable law the
Company may have claims against past and present Shareholders who were
recipients of the First Interim Dividend (the "Recipient Shareholders") and
against the directors of the Company.

 

The Resolution

 

Accordingly, out of an abundance of caution and in order to ensure that the
Company cannot make any such claims, the Directors have concluded that the
First Interim Dividend was not made in accordance with applicable law and the
Company is today publishing, and will post to Shareholders an explanatory
circular (the "Circular") convening a general meeting to be held on 4 June
2021 (the "General Meeting"), at which a resolution (the "Resolution")
authorising various rectifying actions will be proposed which will, if passed,
put all potentially affected parties, so far as possible, in the position in
which they were always intended to be had the dividend been properly made.
Shareholders are advised to read the Circular and Notice of General Meeting in
its entirety.

 

If the Resolution is not passed, the Company may continue to have claims
against the Directors and Recipient Shareholders.

 

Related Party Transaction

 

The entry by the Company into the Directors' Deed of Release constitutes a
"smaller related party transaction" (as defined in the Listing Rules) as the
Directors are considered related parties under the Listing Rules (being
persons who are, or were within the last 12 months, directors of the Company)
and each of them is a beneficiary of the deed. As required by the Articles,
the Resolution will also seek the specific approval of the Shareholders of the
entry into the Directors' Deed of Release.

 

Given the interests of the Board in the Resolution, and as required by the
Listing Rules, the Board cannot recommend that Shareholders vote in favour of
the Resolution, but recommends that Shareholders vote on it. However, the
Board notes that, in accordance with its obligations under the Listing Rules
as a premium listed company proposing to enter into a smaller related party
transaction, the Company has obtained written confirmation from Peel Hunt that
the entry into the Directors' Deed of Release is fair and reasonable so far as
the Shareholders are concerned.

 

As related parties under the Listing Rules, the Directors are precluded from
voting on the Resolution. Therefore, each of them has undertaken to abstain,
and to take all reasonable steps to ensure that their respective associates
abstain, from voting on the Resolution. As at 10 May 2021 (being the latest
practicable date before the publication of this document), Philip Austin,
James Cameron and Audrey McNair held a total of 53,665,  31,221 and 32,028
Shares in the capital of the Company, respectively, representing approximately
0.015, 0.009 and 0.009 per cent. of the Company's existing ordinary share
capital, respectively and Elaina Elzinga held no Shares.

 

General Meeting

 

Enclosed within the Circular is the Notice of the General Meeting which will
be held at Charter Place, 23/27 Seaton Place, St Helier, Jersey JE1 1JY at
10.00 a.m. on Friday, 4 June 2021.

 

The Circular will be posted to Shareholders today and a copy of the Circular
can be found on the Company's website at
https://octopusrenewablesinfrastructure.com/
(https://octopusrenewablesinfrastructure.com/) .

 

A copy of the Circular has been submitted to the National Storage Mechanism
and will shortly be available for viewing online at the following website
address: https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

 

Terms used and not defined in this announcement shall have the meanings given
to them in the Circular.

 

 

For further information please contact:

 Octopus Investments Limited (Investment Manager)               Via Buchanan

 Matt Setchell, Chris Gaydon, David Bird

 Peel Hunt (Sponsor)                                            020 7418 8900

 Liz Yong, Luke Simpson, Tom Pocock (Investment Banking)

 Alex Howe, Chris Bunstead, Ed Welsby, Richard Harris (Sales)

 Buchanan (Financial PR)                                          020 7466 5000

 Charles Ryland, Kelsey Traynor, Hannah Ratcliff

 PraxisIFM (Company Secretary)                                  020 4513 9260

 

Notes to editors

 

About Octopus Renewables Infrastructure Trust

 

Octopus Renewables Infrastructure Trust plc is a closed end investment company
incorporated in England and Wales focused on providing investors with an
attractive and sustainable level of income returns, with an element of capital
growth, by investing in a diversified portfolio of renewable energy assets in
Europe and Australia.

 

Further details can be found at www.octopusrenewablesinfrastructure.com
(http://www.octopusrenewablesinfrastructure.com)

 

About Octopus Renewables

 

Octopus Renewables is a specialist clean energy investor. Launched in 2010 its
mission is to accelerate the transition to a future powered by renewable
energy. It has a diverse portfolio of assets with a capacity of over 2.8GW,
making it the largest commercial solar investor in Europe and a leading
investor in onshore wind.

 

Octopus Renewables is also leading the next wave of renewables being built
across Europe and Australia without government subsidies. There is a
significant opportunity to unblock much needed investment by building bespoke
portfolios of renewable assets at scale, across technologies and countries, to
create better outcomes for our investors.

 

Further details can be found at www.octopusrenewables.com
(http://www.octopusrenewables.com)

 

Neither the content of any website referred to in this announcement nor the
content of any website accessible from hyperlinks is incorporated into, or
forms part of, this announcement.

 

Further information regarding the General Meeting

 

The well-being and safety of Shareholders and service providers is a primary
concern for the Directors of the Company and taking into account the
prevailing regulations and guidance relating to the COVID-19 crisis, the
Directors have determined that the General Meeting will be run as a combined
physical and electronic meeting. Shareholders and their proxies will not be
permitted to attend the meeting in person. Instead, Shareholders can
participate in the General Meeting virtually via video conference, where they
will be able to vote and ask questions. Further details of how to attend by
video conference can be found in Note 4 of the Notes to the Notice of General
Meeting in the Circular.

 

Even if you intend to attend the General Meeting via video conference, the
Board  strongly encourages Shareholders to appoint the "Chair of the Meeting"
as their proxy with their voting instructions. Details of how to vote, either
electronically, by form or proxy or through CREST, can be found in the Notes
to the Notice of General Meeting in the Circular.

 

As Shareholders will currently be unable to attend the General Meeting, all
resolutions will be decided on a poll to be called by the "Chair of the
Meeting". This reflects current best practice and ensures that Shareholders
who have appointed the "Chair of the Meeting" as their proxy have their votes
fully taken into account. The results of the poll will be announced via a
regulatory information service and placed on the Company's website as soon as
practicable after the conclusion of the General Meeting.

 

Shareholders are invited to send any questions in advance by email
to oritcosec@PraxisIFM.com by close of business on 2 June 2021. Should any
changes be required to be made to the arrangements for the General Meeting,
they will be announced via a regulatory information service and included on
the Company's website, www.octopusrenewablesinfrastructure.com
(http://www.octopusrenewablesinfrastructure.com) . Alternatively, Shareholders
can contact the Registrar, Computershare Investor Services PLC, for updated
information (please see Notes to the Notice of General Meeting in the Circular
for the Registrar's contact details).

 

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