Greencoat Renewables PLC AGM
Result
Dublin, London,
25 April 2024: Greencoat Renewables
PLC ("Greencoat Renewables"
or the "Company") the
renewable infrastructure company invested in euro-dominated assets,
is pleased to announce that at the Company's AGM held at 9.30 am
today, 25 April 2024, each of the Resolutions was duly passed
without amendment.
All resolutions as set out in the
Notice of AGM were voted on by way of poll and the results were as
follows:
|
In Favour
(including discretionary)
|
Against
|
Withheld*
|
Resolution
|
Votes
|
%
|
Votes
|
%
|
Votes
|
1
|
719,193,182
|
100.00
|
0
|
0.00
|
2,472
|
2
(a)
|
718,786,036
|
99.95
|
388,660
|
0.05
|
20,958
|
2
(b)
|
713,146,036
|
99.16
|
6,028,660
|
0.84
|
20,958
|
2
(c)
|
718,786,036
|
99.95
|
388,660
|
0.05
|
20,958
|
2
(d)
|
627,576,439
|
87.26
|
91,598,257
|
12.74
|
20,958
|
2
(e)
|
718,786,036
|
99.95
|
388,660
|
0.05
|
20,958
|
|
|
|
|
|
|
3
|
719,175,518
|
100.00
|
0
|
0.00
|
20,136
|
4
|
719,192,852
|
100.00
|
330
|
0.00
|
2,472
|
5
|
719,192,852
|
100.00
|
0
|
0.00
|
2,802
|
6
|
709,468,340
|
98.65
|
9,724,512
|
1.35
|
2,802
|
7
|
709,468,340
|
98.65
|
9,723,360
|
1.35
|
3,954
|
8
|
718,149,133
|
99.85
|
1,046,521
|
0.15
|
0
|
9
|
719,169,749
|
100.00
|
8,571
|
0.00
|
17,334
|
*A vote withheld is not a vote in
law and is therefore not counted towards the proportion of votes
"in favour" or "against" the Resolution.
The full wording of the resolutions,
that were not ordinary business of the AGM can be found
below:-
To consider and, if thought fit, to
pass the following resolutions as an ordinary
resolution:
5.
That the Directors be and are hereby generally and
unconditionally authorised, pursuant to Section 1021 of the
Companies Act 2014, to exercise all of the powers of the Company to
allot relevant securities (within the meaning of the said Section
1021) up to an aggregate nominal amount equal to €3,804,129. The
authority hereby conferred shall expire at the conclusion of the
next annual general meeting of the Company after the date of
passing of this resolution or at the close of business on the date
which is 15 calendar months after the date of passing of this
resolution, whichever is earlier, unless previously renewed, varied
or revoked; provided that the Company may make an offer or
agreement before the expiry of the authority conferred by this
Resolution which would or might require relevant securities to be
allotted after such authority has expired, and the Directors may
allot relevant securities in pursuance of such an offer or
agreement as if the power conferred by this resolution had not
expired.
To consider and, if thought fit, to
pass the following resolutions as special resolutions:
6.
That the Directors be and are hereby empowered,
pursuant to Sections 1022 and 1023(3) of the Companies Act 2014, to
allot equity securities (within the meaning of the said Section
1023(1)) for cash pursuant to the authority to allot relevant
securities conferred on the Directors by Resolution 5 of this
Notice of AGM as if Section 1022(1) did not apply to any such
allotment, such power being limited to:
(a) the allotment of equity
securities in connection with any offer of securities, open for a
period fixed by the Directors, by way of rights issue, open offer
or otherwise in favour of the holders of equity securities and/or
any persons having or who may acquire a right to subscribe for
equity securities in the capital of the Company where the equity
securities respectively attributable to the interests of such
holders are proportional (as nearly as may reasonably be) to the
respective number of equity securities held by them, and subject
thereto, the allotment by way of placing or otherwise of any equity
securities not taken up in such issue or offer to such persons as
the Directors may determine; and, generally, subject to such
exclusions or other arrangements as the Directors may deem
necessary or expedient in relation to legal or practical problems
(including dealing with any fractional entitlements and/or arising
in respect of any oversees shareholders) under the laws of, or the
requirements of any regulatory body or stock exchange in, any
territory; and
(b) the allotment of equity
securities (otherwise than pursuant to sub-paragraph (a) above) up
to a nominal aggregate amount equal to €1,141,238.
provided that such power shall expire at the conclusion of the next
annual general meeting of the Company after the date of passing of
this resolution, or at the close of business on the date which is
15 calendar months after the date of passing of this resolution,
whichever is the earlier, unless previously varied, revoked or
renewed, and provided further 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 such offer or
agreement as if the power conferred hereby had not
expired.
7.
That the Directors be and are hereby empowered, pursuant to
Sections 1022 and 1023(3) of the Companies Act 2014 and in addition
to the power conferred by Resolution 6, to allot equity securities
(within the meaning of the said section 1023(1)) for cash pursuant
to the authority to allot relevant securities conferred on the
Directors by Resolution 5 of this Notice of AGM as if Section 1022
(1) did not apply to any such allotment, such power being limited
to the allotment of equity securities up to a nominal aggregate
amount equal to €1,141,238, provided that such power shall expire
at the conclusion of the next annual general meeting of the Company
after the date of passing this resolution, or at the close of
business on the date which is 15 calendar months after the date of
passing of this resolution, whichever is the earlier, unless
previously varied, revoked or renewed, and provided further 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 such offer or agreement as if the power conferred hereby had not
expired.
8.
That pursuant to Section 1074 of the Companies Act 2014, the
Company and any subsidiary of the Company be and they are each
hereby generally authorised to make market purchases or overseas
market purchases (as defined by Section 1072 of that Act) of
ordinary shares of €0.01 each in the capital of the Company
("Ordinary Shares") on such
terms and conditions and in such manner as the Directors may
determine from time to time; but subject however to the provisions
of that Act and to the following restrictions and
provisions:
(a) the maximum
number of
Ordinary Shares authorised to be acquired shall not exceed 14.99 per cent.
of the ordinary
share capital in issue in the Company as at close
of business
on the date
on which this
resolution is
passed;
(b) the minimum
price (excluding expenses) which may
be paid for
any Ordinary Share
shall be an
amount equal to the
nominal value thereof;
(c) the maximum
price (excluding expenses)
which may be paid for any Ordinary Share (a "Relevant Share") shall be the higher of:
(i) 5 per
cent. above the average market price of an Ordinary Share as
determined in accordance with this sub-paragraph (c);
and
(ii) the
amount stipulated by Article 5(6) of Regulation No. 596/2014
of the European Parliament and Council (or by any corresponding
provision of legislation replacing that
regulation);
where the average market value of an
Ordinary Share for the purpose of sub-paragraph (i) shall be the
amount equal to the average of the five amounts resulting from
determining whichever of the following ((A), (B) or (C) specified
below) in respect of Ordinary Shares shall be appropriate for each
of the five business days immediately preceding the day on which
the Relevant Share is purchased as determined from the information
published by the trading venue where the purchase will be carried
out reporting the business done on each of those five
days:
(A) if
there shall be more than one dealing reported for the day, the
average of the prices at which such dealings took place;
or
(B) if
there shall be only one dealing reported for the day, the price at
which such dealing took place; or
(C) if
there shall not be any dealing reported for the day, the average of
the closing bid and offer prices for the day,
and if there shall be only a bid
(but not an offer) price or an offer (but not a bid) price
reported, or if there shall not be any bid or offer price reported,
for any particular day, that day shall not be treated as a business
day for the purposes of this sub-paragraph (c); provided that, if
for any reason it shall be impossible or impracticable to determine
an appropriate amount for any of those five days on the above
basis, the Directors may, if they think fit and having taken into
account the prices at which recent dealings in such shares have
taken place, determine an amount for such day and the amount so
determined shall be deemed to be appropriate for that day for the
purposes of calculating the maximum price; and if the means of
providing the foregoing information as to dealings and prices by
reference to which the maximum price is to be determined is altered
or is replaced by some other means, then the maximum price shall be
determined on the basis of the equivalent information published by
the relevant authority in relation to dealings on the Euronext
Dublin or its equivalent; and
(d) the authority
conferred by this resolution shall expire on close of business on
the date of the next annual general meeting of the Company after
the date of passing this resolution or the date which is 15
calendar months after the date of passing of this resolution
(whichever is earlier), unless previously varied, revoked or
renewed in accordance with the provisions of Section 1074 of the
Companies Act 2014. The Company or any subsidiary may, before such
expiry, enter into a contract for the purchase of Ordinary Shares
which would or might be executed wholly or partly after such expiry
and may complete any such contract as if the authority conferred
hereby had not expired.
9.
That:
(a) subject to the passing
of Resolution No. 8 above, for the purposes of section 1078 of the
Companies Act, the re-allotment price range at which any treasury
shares (as defined by the said Companies Act) for the time being
held by the Company may be re-allotted off-market as ordinary
shares of €0.01 each of the Company ("Ordinary Shares") shall be as
follows:
(i) the maximum price at which a
treasury share may be re-allotted off-market shall be an amount
equal to 120 per cent. of the Appropriate Price; and
(ii) the minimum price at which a
treasury share may be re-allotted off-market shall be an amount
equal to 95 per cent. of the Appropriate Price;
(b) for the purposes of
this resolution the expression "Appropriate Price" shall mean the
average of the five amounts resulting from determining whichever of
the following ((i), (ii) or (iii) specified below) in respect of
Ordinary Shares shall be appropriate for each of the five business
days immediately preceding the day on which such treasury share is
re-allotted, as determined from information published in the
Euronext Dublin Daily Official List (or any successor publication
thereto or any equivalent publication for securities admitted to
trading on the Euronext Growth Market) reporting the business done
on each of those five business days:
(i) if there shall be more than one
dealing reported for the day, the average of the prices at which
such dealings took place; or
(ii) if there shall be only one
dealing reported for the day, the price at which such dealing took
place; or
(iii) if there shall not be any
dealing reported for the day, the average of the closing bid and
offer prices for the day:
and if there shall be only a bid
(but not an offer) price or an offer (but not a bid) price
reported, or if there shall not be any bid or offer price reported,
for any particular day, then that day shall not be treated as a
business day for the purposes of this sub-paragraph (b); provided
that if for any reason it shall be impossible or impracticable to
determine an appropriate amount for any of those five days on the
above basis, the Directors may, if they think fit and having taken
into account the prices at which recent dealings in such shares
have taken place, determine an amount for such day and the amount
so determined shall be deemed to be appropriate for that day for
the purposes of calculating the Appropriate Price; and if the means
of providing the foregoing information as to dealings and prices by
reference to which the Appropriate Price is to be determined is
altered or is replaced by some other means, then the Appropriate
Price shall be determined on the basis of the equivalent
information published by the relevant authority in relation to
dealings on the Euronext Dublin or its equivalent; and
(c) the authority hereby
conferred shall expire on close
of business
on the date
of the next
annual general
meeting of the Company after the date of passing this resolution
or the date
which is
15 calendar months after the date of passing of this resolution (whichever
is earlier).
The full text of each resolution and
a summary of proxy votes received will shortly be available on the
Company's website and will also be submitted to the National
Storage Mechanism for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
--- ENDS
---
For further information on the Announcement, please
contact:
Greencoat Renewables PLC:
+44 20 7832 9400
Bertrand Gautier
Paul O'Donnell
Tom Rayner
Davy (Joint Broker, Nomad and
Euronext Growth Listing Sponsor)
+353 1 6796363
Ronan Veale
Brian Garrahy
RBC (Joint Broker)
+44 20 7653 4000
Matthew Coakes
Elizabeth Evans
FTI Consulting (Media Enquiries)
+353 1 765 0886
Melanie Farrell
Aoife Mullen
About Greencoat Renewables PLC
Greencoat Renewables PLC is an
investor in euro-denominated renewable energy infrastructure
assets. Initially focused solely on the acquisition and management
of operating wind farms in Ireland, the Company is now also
investing in wind and solar assets in certain other European
countries with stable and robust renewable energy frameworks. It is
managed by Greencoat Schroders LLP, an experienced investment
manager in the listed renewable energy infrastructure
sector.