13 September 2024
JLEN Environmental Assets Group Limited
Results of AGM
JLEN Environmental Assets Group Limited ("JLEN" or the "Company") is pleased to announce that at the Annual General Meeting ("AGM") held at 10:00 a.m. today, 13 September 2024, resolutions 1 through 15 inclusive were duly passed without amendment, while resolution 16 was not passed.
In accordance with UKLR 6.4.13, details of the results of those resolutions proposed at the AGM, which were not ordinary business of the AGM, are as follows:
Resolution |
For (including discretionary) |
Against |
Withheld* |
11 - Special |
407,079,301 (99.85%) |
628,439 (0.15%) |
667,334 |
12 - Special |
406,783,864 (99.81%) |
766,216 (0.19%) |
788,994 |
13 - Special |
406,802,155 (99.80%) |
807,988 (0.20%) |
763,931 |
14 - Special |
378,593,006 (92.90%) |
28,942,981 (7.10%) |
803,087 |
15 - Special |
399,837,768 (98.13%) |
7,601,534 (1.87%) |
899,772 |
16 - Special |
29,599,295 (7.27%) |
377,547,888 (92.73%) |
540,343 |
*A vote withheld is not a vote in law and is therefore not counted towards the proportion of votes "for" or "against" the Resolution.
The full wording of these resolutions can be found below:
Resolution 11 - Special Resolution
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.
Resolution 12 - Special Resolution
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.
Resolution 13 - Special Resolution
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.
Resolution 14 - Special Resolution
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.
Resolution 15 - Special Resolution
THAT in accordance with section 25(2) of the Law, the name of the Company be changed to Foresight Environmental Infrastructure Limited.
Change of company name
As a result of shareholders voting in favour of Resolution 15, the Company's name will change to "Foresight Environmental Infrastructure Limited" (ticker: FGEN). A further update will be provided in due course, once the change of name, ticker and website have taken effect.
Resolution 16 - Special Resolution
THAT the Company ceases to continue in its present form.
ENDS
For further information and enquiries, please contact:
Foresight Group |
+44 (0)20 3667 8100 |
Chris Tanner Ed Mountney Wilna de Villiers
|
|
Winterflood Securities Limited |
+44 (0)20 3100 0000 |
Neil Langford
|
|
SEC Newgate UK |
+44 (0)20 3757 6882 |
Elisabeth Cowell Alice Cho Harry Handyside |
|
Sanne Fund Services (Guernsey) Limited |
+44 (0)20 3530 3600 |
Matt Falla Matt Lihou |
|
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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