TIDMUKW
RNS Number : 7569J
Greencoat UK Wind PLC
28 April 2022
28 April 2022
Greencoat UK Wind plc
Results of AGM
The Company is pleased to announce that at the AGM held at 2.00
pm today, 28 April 2022, each of the Resolutions was duly passed
without amendment.
In accordance with LR 9.6.18, details of those resolutions
passed, which were not ordinary business of the AGM, follow:
In Favour Against Withheld*
(including discretionary)
Resolution Votes % Votes % Votes
------------------- -------- ------------ ------ -----------
11 1,551,507,948 90.00 172,396,966 10.00 192,281
------------------- -------- ------------ ------ -----------
12 1,534,677,952 89.02 189,208,022 10.98 214,221
------------------- -------- ------------ ------ -----------
13 1,722,426,634 99.92 1,451,856 0.08 221,705
------------------- -------- ------------ ------ -----------
14 1,709,396,465 99.95 937,443 0.05 13,766,287
------------------- -------- ------------ ------ -----------
15 1,716,599,421 99.57 7,394,952 0.43 85,339
------------------- -------- ------------ ------ -----------
*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: -
11. To consider and, if thought fit, to pass the following as an ordinary resolution:
THAT , in substitution for all substituting authorities to the
extent unused, the Directors be and they
are hereby generally and unconditionally authorised, in
accordance with section 551 Companies Act
2006 ("CA 2006"), to exercise all the powers of the Company to
allot ordinary shares of one penny
each in the capital of the Company and the grant rights to
subscribe for, or to convert any security
into shares in the Company up to an aggregate nominal amount of
GBP7,724,508.92.
The authority hereby conferred on the Directors shall expire at
the conclusion of the next AGM of the
Company after the date of the passing of this resolution or 30
June 2023, whichever is the earlier,
save that under this authority the Company may, before such
expiry, make offers or enter into
agreements which would or might require shares to be allotted or
rights to subscribe for, or to
convert any security into, shares to be granted after such
expiry and the Directors may allot shares or
grant rights to subscribe for, or to convert any security into,
shares (as the case may be) in pursuance
of such an offer or agreement as if the authority conferred
hereby has not expired.
12. To consider and, if thought fit, to pass the following resolution as a special resolution:
THAT , subject to the passing of Resolution 11 above, in
substitution for all substituting authorities to
the extent unused, the Directors be and they are hereby
authorised, pursuant to section 570 and
section 573 Companies Act 2006 ("CA 2006"), to allot equity
securities (within the meaning of section 560 CA 2006) for cash
either pursuant to the authority conferred by Resolution 11 or by
way of a sale of treasury share, as if section 561(1) CA 2006 did
not apply to any such allotment, provided that such authority shall
be limited to:
(a) the allotment of Ordinary Shares for the purpose of
satisfying the equity element of the Investment Manager's fee to be
issued in accordance with the terms of the Investment Management
Agreement; and
(b) the allotment (otherwise than under paragraph (a) of this
Resolution 12) of Ordinary Shares up to an aggregate nominal amount
of GBP2,317,352.68.
This authority shall expire at the conclusion of the next AGM of
the Company after the passing of this
resolution or 30 June 2023, whichever is the earlier, save that
the Company may, before such expiry,
make offers and enter into agreements which would or might
require equity securities to be allotted
after such expiry and the Directors may allot equity securities
in pursuance of such offers and
agreements as if the authority conferred hereby had not
expired.
13. To consider and, if thought fit, to pass the following resolution as a special resolution:
THAT , the Company be and is hereby generally and
unconditionally authorised for the purposes of
section 701 Companies Act 2006 ("CA 2006"), to make market
purchases (within the meaning of
section 693(4) CA 2006) of ordinary shares of one penny each in
the capital of the Company
("Ordinary Shares") on such terms and in such manner as the
Directors shall from time to time
determine, provided that:-
(a) the maximum number of Ordinary Shares hereby authorised to be purchased is 347,371,166.28;
(b) the minimum price (exclusive of expenses) which may be paid
for an Ordinary Share is one 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) an
amount equal to 105 per cent. of the average of the middle market
quotations for an Ordinary Share (as derived from the London Stock
Exchange Daily Official List) for the five business days
immediately preceding the date on which that Ordinary Share is
contracted to be purchased; and (ii) an amount equal to the higher
of the price of the last independent trade of an Ordinary Share and
the highest current independent bid on the trading venues where the
purchase is carried out;
(d) the authority hereby conferred shall expire at the
conclusion of the next AGM of the Company after the passing of this
Resolution or 30 June 2023, whichever is the earlier (unless
previously revoked, varied or renewed by the Company in general
meeting prior to such time); and
(e) the Company may at any time prior to the expiry of such
authority enter into a contract or contracts under which a purchase
of Ordinary Shares under such authority will or may be completed or
executed wholly or partly after the expiration of such authority
and the Company may purchase Ordinary Shares in pursuance of any
such contract or contracts as if the authority conferred hereby had
not expired.
14. To consider and, if thought fit, to pass the following as an special resolution:
THAT , the Company be and is hereby generally and
unconditionally authorised to amend its
Investment Policy to remove the 40 per cent Gross Asset Value
("GAV") limit when investing in
offshore wind farms.
15. To consider and, if thought fit, to pass the following as an special resolution:
THAT , that a general meeting of the Company, other than an AGM,
may be called on not less than
14 clear days' notice.
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 .
For further information, please contact:
Greencoat UK Wind PLC 020 7832 9425
Stephen Lilley
Laurence Fumagalli
Tom Rayner
Headland Consultancy 020 3805 4822
Stephen Malthouse
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