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Foresight Environmental Infrastructure Limited

Notice of Annual General Meeting

Source: RNS
RNS Number : 6628A
JLEN Environmental Assets Group Ltd
19 August 2024
 

19 August 2024

JLEN ENVIRONMENTAL ASSETS GROUP LIMITED

("JLEN" or the "Company")

 

Notice of Annual General Meeting

 

Annual General Meeting
 JLEN has today published notice of its Annual General Meeting ("AGM") to be held at 1 Royal Plaza, Royal Avenue, St Peter Port, Guernsey, GY1 2HL on Friday 13 September 2024 at 10:00 a.m.

Copies of the Notice of AGM have been posted to shareholders electing to receive printed materials from the Company and are available on the Company's website jlen.com/investors/agm-vote/ and on the National Storage Mechanism. 

Discontinuation Vote

In accordance with the Company's policy, as set out in its Prospectus, the Board is proposing a discontinuation resolution at the AGM (Resolution 16). The Notice of AGM includes details of the discontinuation resolution and the reasons why the Board recommends shareholders VOTE AGAINST the resolution to allow the Company to continue operating and delivering on its investment strategy.

 

Action to be taken

Shareholders are encouraged to vote on the resolutions to be proposed at the AGM which, to be valid, should be completed, signed and returned so as to be received by the Company's Receiving Agent, Link Group, at PXS1, 34 Beckenham Road, Beckenham, Kent BR3 4ZF as soon as possible but, in any event, so as to arrive by 10.00 a.m. on 11 September 2024.

Shareholders are strongly encouraged to exercise their voting rights by appointing a proxy where possible, using one of the following methods:

 

·    By logging on to www.signalshares.com and following the instructions; or

·    By printing a copy of the form of proxy which is available for download on the Company's website www.jlen.com or by requesting a hard copy form of proxy directly from the Company's registrars, Link Group, via email at shareholderenquiries@linkgroup.co.uk or on tel: 0371 664 0300. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 09:00 - 17:30, Monday to Friday excluding public holidays in England and Wales. Hard copy proxy forms should be returned by post, by courier or by hand to PXS 1, Link Group, Central Square, 29 Wellington Street, Leeds, LS1 4DL; or

·    In the case of CREST members, by utilising the CREST electronic proxy appointment service in accordance with the procedure set out in the notes to the Notice of AGM 2024.

 

Recommendation

The Board considers that Resolutions 1 to 15 to be proposed at the AGM are in the best interests of the Company and its members. Accordingly, the Board unanimously recommends shareholders VOTE IN FAVOUR of these Resolutions.

 

As stated above, the Board unanimously recommends that the shareholders VOTE AGAINST Resolution 16.

 

 

 

The Board's full voting recommendations are detailed in the table below:

Ordinary Resolutions:



For

Against

1

TO receive and consider the audited accounts, the Directors' report and the Auditors' report for the year ended 31 March 2024.

√


2

TO approve the Directors' Remuneration Report for the year ended 31 March 2024, as set out on pages 130 and 131 of the Company's 2024 Annual Report.

√


3

TO approve the Directors' Remuneration Policy as set out on pages 130 and 131 of the Company's 2024 Annual Report.

√


4

THAT Mr Edmond Warner OBE be re-elected as a Director of the Company.

√


5

THAT Ms Stephanie Coxon be re-elected as a Director of the Company.

√


6

THAT Mr Alan Bates be re-elected as a Director of the Company.

√


7

THAT Ms Joanne Harrison be re-elected as a Director of the Company.

√


8

THAT Ms Nadia Sood be re-elected as a Director of the Company.

√


9

THAT KPMG Channel Islands Limited be re-appointed as external auditor of the Company to hold office from the conclusion of this annual general meeting until the conclusion of the next annual general meeting of the Company.

√


10

THAT the Directors be authorised to determine the remuneration of the external auditor for their next period of office.

√


 

Special Resolutions:

 

11

THAT the interim dividend of 1.89 pence per Ordinary Share in respect of the period 1 April 2023 to 30 June 2023,

the interim dividend of 1.89 pence per Ordinary Share in respect of the period 1 July 2023 to 30 September 2023,

the interim dividend of 1.90 pence per Ordinary Share in respect of the period 1 October 2023 to 31 December 2023

and the interim dividend of 1.89 pence per Ordinary Share in respect of the period 1 January 2024 to 31 March 2024

declared by the Company be approved.

√


12

THAT, in accordance with Article 45 of the Articles of Incorporation of the Company (the "Articles"), the Board may,

in respect of dividends declared for any financial period or periods of the Company ending prior to the annual general

meeting of the Company to be held in 2025, offer shareholders the right to elect to receive further shares, credited as

fully paid, in respect of all or any part of such dividend or dividends declared in respect of any such period or periods.

√


13

THAT the Company be and is hereby generally and unconditionally authorised in accordance with Section 315 of

The Companies (Guernsey) Law, 2008 (as amended) (the "Law") (subject to the UK Listing Rules and all other

applicable legislation and regulations) to make market acquisitions (as defined in the Law) of its Ordinary Shares in

issue, provided that:

a. the maximum number of Ordinary Shares hereby authorised to be purchased is 14.99 per cent per annum of

the Ordinary Shares in issue immediately following the passing of this resolution;

b. the minimum price (exclusive of expenses) which may be paid for an Ordinary Share is 1 pence;

c. the maximum price (exclusive of expenses) which may be paid for an Ordinary Share shall be not more than

the higher of (i) 5 per cent above the average market value for the five business days prior to the day the purchase

is made and (ii) the higher of the price of the last independent trade and the highest independent bid at the time

of the purchase for any number of the Ordinary Shares on the trading venues where the purchase is carried out;

d. the authority hereby conferred shall expire at the conclusion of the next annual general meeting of the Company

held in 2025 or 18 months from the date of this resolution, whichever is the earlier, unless such authority is varied,

revoked or renewed prior to such time;

e. the Company may make a contract to purchase Ordinary Shares under the authority hereby conferred prior to the

expiry of such authority which will or may be executed wholly or partly after the expiration of such authority and

may make an acquisition of Ordinary Shares pursuant to any such contract; and

f. any Ordinary Share bought back may be held in treasury in accordance with the Law or be subsequently cancelled

by the Company.

√


14

THAT pursuant to Article 7.7 of the Articles, the provisions of Article 7.2 of the Articles shall not apply and shall be

excluded in relation to the issue of up to an aggregate number of Ordinary Shares as represents up to 10 per cent

of the number of Ordinary Shares admitted to trading on London Stock Exchange plc's main market for listed

securities immediately following the passing of this resolution, provided that such disapplication and exclusion shall

expire on the date which is 18 months from the date of the passing of this resolution or, if earlier, at the conclusion

of the next annual general meeting of the Company following the date of the passing of this resolution (unless

previously renewed, revoked or varied by the Company by special resolution) save that the Company may before such

expiry make an offer or agreement which would or might require Ordinary Shares to be allotted after such expiry and

the Directors may allot Ordinary Shares in pursuance of such an offer or agreement as if the disapplication and

exclusion conferred hereby had not expired.

√


15

THAT in accordance with section 25(2) of the Law, the name of the Company be changed to Foresight Environmental

Infrastructure Limited.

√


16

THAT the Company ceases to continue in its present form.


√

 

If you have any questions that you would like to put to the Board or to Foresight Group, please contact the Company Secretary by email at jlen@apexfs.group no later than close of business on Tuesday, 10 September 2024.

 

Foresight Group

Chris Tanner

Edward Mountney

Wilna de Villiers

---------

+44(0)20 3667 8100


institutionalir@foresightgroup.eu

 

Winterflood Securities Limited

Neil Langford

 

 +44(0)20 3100 0000

 

SEC Newgate

Elisabeth Cowell

Alice Cho

Harry Handyside

 

+44 (0)20 3757 6882

Jlen@secnewgate.co.uk

 

Apex Fund and Corporate Services (Guernsey) Limited

Matt Lihou

Matt Falla

 

+44(0)20 3530 3600

 

About JLEN

JLEN's investment policy is to invest in a diversified portfolio of Environmental Infrastructure. Environmental Infrastructure is defined by the Company as infrastructure assets, projects and asset-backed businesses that utilise natural or waste resources or support more environmentally friendly approaches to economic activity, support the transition to a low carbon economy or which mitigate the effects of climate change. Such investments will typically feature one or more of the following characteristics:

 

·       long-term, predictable cash flows, which may be wholly or partially inflation-linked cash flows;

·       long-term contracts or stable and well-proven regulatory and legal frameworks; or

·       well-established technologies, and demonstrable operational performance

 

JLEN's aim is to provide investors with a sustainable, progressive dividend per share, paid quarterly and to preserve the capital value of the portfolio over the long term on a real basis. The target dividend for the year to 31 March 2025 is 7.80 pence per share¹.  The dividend is payable quarterly.

 

JLEN is an Article 9 fund under the EU Sustainable Finance Disclosure Regulation and has a transparent and award winning approach to ESG.

 

Further details of the Company can be found on its website www.jlen.com

 

LEI: 213800JWJN54TFBMBI68

 

(1) These are targets only and not profit forecasts.  There can be no assurance that these targets will be met or that the Company will make any distributions at all.

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