REG - US Solar Fund PLC US Solar Fund - USFP - Result of AGM

Us Solar FundAnnouncement

21/05/2024 18:30

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RNS Number : 3639P  US Solar Fund PLC  21 May 2024

21 May 2024

US SOLAR FUND PLC (USF, the "Company")

Result of 2024 Annual General Meeting (the "AGM")

 

US Solar Fund plc (LON: USF (USD)/USFP (GBP)), announces that at the Company's
2024 AGM held today, all resolutions were passed by way of a poll and the
results of the poll are set out below.

Resolutions 1 to 9 (inclusive) were proposed as ordinary resolutions and
resolutions 10 to 13 (inclusive) were proposed as special resolutions.

 

 Resolution                                                                           Votes For*   %      Votes Against  %      Total votes validly cast  Total votes cast as % of issued share capital  Vote Withheld **
 1       Receive annual accounts for period ended 31 December 2023                    211,156,701  95.68  9,529,058      4.32   220,685,759               66.43                                          7,051,580
 2       Approve directors' remuneration report                                       210,710,810  95.51  9,903,659      4.49   220,614,469               66.41                                          7,122,870
 3       Appointment of external auditor                                              218,012,846  95.78  9,615,513      4.22   227,628,359               68.52                                          108,980
 4       Authorise the Directors to fix the auditor's remuneration                    218,042,123  95.79  9,586,236      4.21   227,628,359               68.52                                          108,980
 5       Re-elect Gillian Nott as a director                                          148,011,894  65.02  79,635,060     34.98  227,646,954               68.53                                          90,385
 6       Re-elect Jamie Richards as a director                                        184,462,822  81.04  43,157,504     18.96  227,620,326               68.52                                          117,013
 7       Re-elect Thomas Plagemann as a director                                      217,824,889  95.70  9,795,437      4.30   227,620,326               68.52                                          117,013
 8       Approval of dividend policy                                                  217,970,572  95.79  9,568,393      4.21   227,538,965               68.50                                          198,374
 9       To authorise the allotment of Ordinary shares                                215,237,787  94.59  12,309,571     5.41   227,547,358               68.50                                          189,981
 10      To authorise the disapplication of statutory pre-emption rights              213,833,662  93.97  13,719,653     6.03   227,553,315               68.50                                          184,024
 11      To authorise the Company to make market purchase of its own ordinary shares  217,076,866  95.36  10,553,580     4.64   227,630,446               68.52                                          106,893
 12      To permit general meetings to be called on 14 days' notice                   217,931,000  95.77  9,632,803      4.23   227,563,803               68.50                                          173,536
 13      That the Company ceases to continue as an investment trust                   74,446,601   35.37  136,045,906    64.63  210,492,507               63.36                                          17,244,832

* Includes discretionary votes

** A vote withheld is not a vote in law and is not counted in the calculation
of the votes for or against a resolution.

 

Director Retirement

Rachael Nutter, who has served on the Board since the Company's inception in
2019, was not standing for re-election at the AGM and accordingly she stands
down as a Director of the Company with effect from today. The Board thanks
Rachael for her valued contributions and wise counsel over the past five
years.

Statements on resolutions 5 and 13

The Board notes that all resolutions were passed by a majority in accordance
with the relevant thresholds.

In addition, and as announced separately today, the proposed Tender Offer has
been approved by an overwhelming majority of shareholders.

The Board acknowledges that significant minority votes were cast against the
re-election of Gill Nott (34.98%) and were cast for the discontinuation of the
Company (35.37%). The Board will continue its engagement with shareholders and
notes that discussions with shareholders since the announcement of the Tender
Offer have been constructive. In the view of the Board and Investment Manager,
the plans set out last month regarding the Tender Offer, interim dividend
policy and refinancing plans, reflect the best approach to deliver maximum
value for all shareholders. Wide-ranging support from shareholders for the
Company's strategy has been expressed. The Board and Investment Manager look
forward to continuing constructive and supportive discussions with all
shareholders.

For further information, please contact:

 Amber Infrastructure               +44 20 7939 0550

 Meredith Frost

 Cavendish Capital Markets Limited  +44 20 7397 8900

 Tunga Chigovanyika

 James King

 Will Talkington

 JTC (UK) Limited                   USSolarFund-CompanySecretary@jtcgroup.com

 Ruth Wright                        +44 207 409 0181

 KL Communications                   USF@kl-communications.com

 Charles Gorman                     +44 779 597 7967

 Charlotte Francis                  +44 773 809 9560

 

LEI: 2138007BIUWE7AHS5Y90

Notes:

Every shareholder has one vote for every Ordinary Share held. As at close of
business on 17 May 2024, the share capital of the Company consisted of
332,192,361 Ordinary Shares with voting rights. The Company does not hold any
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) .

 

About US Solar Fund plc

US Solar Fund plc, established in 2019, listed on the premium segment of the
London Stock Exchange in April 2019. The Company's investment objective is to
provide investors with attractive and sustainable dividends with an element of
capital growth by owning and operating solar power assets in North America and
other OECD countries in the Americas.

The solar power assets that the Company acquires or constructs are expected to
have an asset life of at least 30 years and generate stable and uncorrelated
cashflows by selling electricity to creditworthy offtakers under long-term
power purchase agreements (or PPAs). The Company's portfolio currently
consists of 41 operational solar projects with a total capacity of 443MWDC,
all located in the United States.

Further information on the Company can be found on its website at
http://www.ussolarfund.co.uk (http://www.ussolarfund.co.uk) .

About Amber Infrastructure Group

Amber Infrastructure (Amber) is an international infrastructure specialist,
focused on investment origination, development, asset management and in
Europe, fund management. Amber's core business focuses on infrastructure
assets across the public, transport, energy, digital and demographic
infrastructure sectors that support the lives of people, homes and businesses
internationally.

Among other funds, Amber Infrastructure advises International Public
Partnerships, a FTSE 250-listed Company with a market cap of approximately
£2.5 billion and 15-year track record of long-term investment in
infrastructure assets globally. Amber is headquartered in London with offices
in Europe, North America and Australia and employs c.180 infrastructure
professionals. Amber has had a strategic partnership with the Hunt Group of
Companies in the US since 2015. Learn more at www.amberinfrastructure.com.

 

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