FSFL: Notice of Annual General Meeting - 10.06.19

Foresight Solar Fund Limited

NOTICE OF ANNUAL GENERAL MEETING

 

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

 

Click here to download the announcement.

 

If you are in any doubt as to what action you should take, you are recommended to seek your own financial advice from your stockbroker or other independent adviser authorised under the Financial Services and Markets Act 2000.

If you have recently sold or transferred all of your shares in Foresight Solar Fund Limited, please forward this document, together with the accompanying documents, as soon as possible, either to the purchaser or transferee or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares.

NOTICE is hereby given that the Annual General Meeting (“AGM”) of the Company will be held at 28 Esplanade, St Helier, Jersey, JE2 3QA on Tuesday, 25 June 2019, at 9:30am (BST), or at any adjournment thereof, for the purpose of considering and, if thought fit, passing the following resolutions which resolutions 1 to 11 will be proposed as ordinary resolutions and resolutions 12 to 15 will be proposed as special resolutions:

 

Ordinary Resolutions

1. To receive and adopt the Company’s annual accounts for the financial year ended 31 December 2018 together with the directors’ report and auditors’ report on those accounts.

2. To approve the directors’ remuneration report (excluding the directors’ remuneration policy), as set out on page 43 of the Company’s annual report and accounts for the financial year ended 31 December 2018.

3. To approve the directors’ remuneration policy, as set out on page 43 of the Company’s annual report and accounts for the financial year ended 31 December 2018, which takes effect immediately after the end of annual general meeting.

4. To re-appoint KPMG LLP as the Company’s auditor to hold office from the conclusion of this meeting until the conclusion of the next annual general meeting at which accounts are laid before the Company.

5. To authorise the directors of the Company to determine the auditor’s remuneration.

6. To approve the Dividend Policy.

7. To elect Monique O’Keefe to the Board of the Company following her appointment under article 101 of the Company’s articles of association (the “Articles”).

8. To reappoint Alexander Ohlsson as a director of the Company.

9. To reappoint Chris Ambler as a director of the Company.

10. To reappoint Peter Dicks as a director of the Company.

11. THAT, subject to resolution 12 below being passed, in addition to any existing power and authority granted to the Directors, the Directors of the Company be and are hereby authorised pursuant to Article 153.1 to exercise the power conferred on them by Article 152(b) of the Articles to offer holders of ordinary shares in the capital of the Company the right to elect to receive ordinary shares credited as fully paid, instead of cash in respect of the whole (or some part to be determined by the Directors) of dividends declared, made or paid during the period starting with the date of this Resolution and ending at the conclusion of the third annual general meeting of the Company following the date of this Resolution and shall be permitted to do all acts and things required or permitted to be done in accordance with the Articles in connection therewith.

 

Special Resolutions

12. THAT the following alterations be made to the Articles:

10. In respect of Article 10.1.6, the cross-reference to Article 150 be deleted and replaced with a cross-reference to Article 152; and

1. In respect of Article 152, the words 'at par' in Articles 152(a) and 152(b) be deleted and replaced with the words 'at stated value'.

13. THAT the Company be and is hereby generally and unconditionally authorised, pursuant to and in accordance with Article 57 of the Companies (Jersey) Law, 1991 (as amended) (the "Law") to make market purchases of its own ordinary shares of no par value in the capital of the Company (the “Ordinary Shares”) on such terms and in such manner as the directors of the Company shall from time to time determine, subject always to the terms of any class rights in the Articles and provided that:

14. the maximum aggregate number of Ordinary Shares hereby authorised to be purchased shall be such number as represents 14.99 per cent of the aggregate number of Ordinary Shares in issue as at 25 June 2019;

1. the minimum price which may be paid for an Ordinary Share shall be £0.01;

1. the maximum price exclusive of any expenses which may be paid for an Ordinary Share is an amount equal to the higher of (i) 105% of the average of the middle market quotations for an Ordinary Share (as derived from the Daily Official List of the London Stock Exchange plc) for the five business days immediately preceding the date on which such Ordinary Share is contracted to be purchased; and (ii) the higher of the last independent trade and the highest current independent bid on the trading venue on which the purchase is carried out.

1. the authority hereby conferred is in addition to all and any authorities in place in respect of market purchases by the Company and shall expire at the conclusion of the Company's next annual general meeting or on the date falling 18 months from the date of the passing of this resolution, whichever is earlier, unless previously revoked, varied or renewed by the Company in general meeting;

1. the Company may at any time prior to the expiry of such authority make a contract or contracts to purchase Ordinary Shares under such authority which will or might be completed or executed wholly or partly after the expiration of such authority and may make a purchase of Ordinary Shares in pursuance of any such contract or contracts; and

1. the directors of the Company provide a statement of solvency in accordance with the Articles 55 and 57 of the Law.

14. THAT, subject to resolution 13 (“Resolution 13”) above being passed, the Company be and is hereby generally and unconditionally authorised to cancel any shares it repurchases pursuant to Resolution 13 or pursuant to Article 58A(1)(b) of the Law to hold such shares it repurchases pursuant to Resolution 13 as treasury shares to be dealt with in accordance with the provisions of the Law as the directors of the Company see fit.

15. THAT, in addition to any existing power and authority granted to the Directors, the Directors of the Company be and are hereby generally empowered to allot Ordinary Shares of no par value carrying the rights, privileges and subject to the restrictions attached to the Ordinary Shares as set out in the Articles of the Company (the “Ordinary Shares”) or to grant rights to subscribe for or, to convert securities into Ordinary Shares (‘‘equity securities’’), including the allotment and grant of rights to subscribe for, or to convert securities into or the sale of, Ordinary Shares held by the Company as treasury shares in each case for cash as if any pre-emption rights in relation to the issue of or sale of shares, as set out in Article 10.2 of the articles of association of the Company and in the Listing Rules made by the Financial Conduct Authority under Part VI of the Financial Services and Markets Act 2000 (as amended), did not apply to any such allotment of or grant of rights to subscribe for or to convert into equity securities or sale, provided that this power:

1. shall expire at the conclusion of the Company's next annual general meeting or on the date falling 15 months after the passing of this resolution, whichever is earlier, save that the Company may, before such expiry, make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of any such offer or agreement as if the power conferred hereby had not expired; and

1. shall be limited to the allotment of up to 54,894,155 Ordinary Shares of no par value (representing approximately 10% per cent. of the issued share capital of the Company).

 

By order of the Board

Alexander Ohlsson - Chairman

Foresight Solar Fund Limited

6 June 2019

Registered Office: 28 Esplanade, St Helier, Jersey JE2 3 QA

Registered Number: 113721

LEI: 213800VO4O83JVSSOX33