Company Announcements

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

Meredith Frost

 

+44 20 7939 0550

Cavendish Capital Markets Limited

Tunga Chigovanyika

James King

Will Talkington

 

+44 20 7397 8900

JTC (UK) Limited

Ruth Wright

USSolarFund-CompanySecretary@jtcgroup.com

+44 207 409 0181

 

KL Communications

 USF@kl-communications.com

 

Charles Gorman

Charlotte Francis

+44 779 597 7967

+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.

 

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.

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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