The following amendment(s) have been
made to the 'Result of AGM' announcement released on 21 May 2024 at
18:20 under RNS No 3639P.
Resolutions 1 to 12 were passed and
resolution 13 was not passed.
All other details remain
unchanged.
The full amended text is shown
below.
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, resolutions 1 to 12 were
passed and resolution 13 was not passed, this was done 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 resolutions 1
to 12 were passed by a majority in accordance with the relevant
thresholds and resolution 13 was not passed which was in line with
the Board's recommendation.
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.