TIDMJLEN
RNS Number : 1724P
Jlen Environmental Assets Grp
16 February 2021
16 February 2021
JLEN Environmental Assets Group Limited
("JLEN" or the "Company")
Approval of changes to the Company's investment policy, approval
of amendments to articles of incorporation and notice of
Extraordinary General Meeting
The Company announces the publication of a circular to
Shareholders (the "Circular"), which includes details of certain
proposed changes to the Company's investment policy and certain
proposed changes to the Company's articles of incorporation (the
"Proposals").
Full details of the Proposals are set out in the Circular, the
purpose of which is to convene an extraordinary general meeting of
the Company to be held at 10.00 a.m. on 8 March 2021 (the
"Extraordinary General Meeting") to propose: (i) an ordinary
resolution to approve the proposed changes to the Company's
investment policy; and (ii) a special resolution to approve the
proposed changes to the Company's articles of incorporation (the
"Articles").
Proposed changes to the investment policy
The proposed changes to the Company's investment policy seek to
reflect the growth of the environmental infrastructure market
during the period since the Company's IPO and the expected
continued development of that market in the future. As set out in
further detail in the Circular, the proposed investment policy
allows the Company to access a wider pool of environmental
infrastructure investments, both by sub-sector and geography.
Whilst the Company will remain prudent in deciding which
investments to pursue, the Board and the Investment Adviser believe
that broadening the investment policy in this way will help the
Company to continue to meet its investment objectives and respond
to developments in the changing market in which it operates.
The most significant proposed changes to the Company's
investment policy, which are set out in full in the Circular, are
summarised below.
Broader definition of "environmental infrastructure"
Under the revised investment policy, the Company will continue
to seek to achieve its investment objective by investing in a
diversified portfolio of environmental infrastructure. However, the
definition of "environmental infrastructure" for these purposes
would be expanded to include a wider pool of prospective
investment, including 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.
Sectors in which the Investment Adviser expects there may be
attractive investment opportunities for the Company which would
better fit within the revised definition of "environmental
infrastructure" include, but are not limited to:
-- Battery storage projects;
-- Businesses which provide support services to core
environmental infrastructure projects;
-- Low carbon agriculture, including vertical farming assets;
-- Connecting infrastructure such as district heating and other
core infrastructure used by environmental assets;
-- Agriculture/bioenergy supply chain businesses serving
anaerobic digestion plants and other bioenergy technologies which
rely heavily on the upstream feedstock supply chain; and
-- Low carbon transport infrastructure such as electric vehicle
charging infrastructure.
Investment in member states of the European Union which are not
members of the OECD
The Company's existing investment policy expressly prohibits it
from investing in projects which are located in countries other
than those which are members of the OECD. The revised investment
policy would, if approved by Shareholders, allow the Company to
invest in member states of the European Union which are not members
of the OECD.
The Investment Adviser believes that these jurisdictions may
provide attractive investment opportunities for the Company of
which it would be unable to take advantage under its existing
investment policy. The Company expects to continue to have a
significant majority invested in the UK and OECD countries, with at
least 50 per cent. of the portfolio (by value) being based in the
UK.
Increased proportion of the Net Asset Value which may be
invested in construction projects
Under the Company's existing investment policy, the Company may
not acquire any investment if, as a result of such investment, 15
per cent. or more of the Net Asset Value is attributable to
projects which are in construction and are not yet fully
operational. If approved by Shareholders, the revised investment
policy would increase this limit by 10 per cent., such that up to
25 per cent. of the Net Asset Value could be attributable to
projects which are in construction.
Whilst the Company would continue to be selective in pursuing
assets that are under construction, the Board and the Investment
Adviser believe that amending the Company's investment policy in
this way will provide greater flexibility for the Company to
acquire assets at an earlier stage in their life cycle, improving
its competitive position in respect of acquisition opportunities
and enhancing returns for Shareholders.
It is also proposed to make a number of additional minor
clarificatory and consistency changes to the investment policy.
These minor changes are shown, along with the other changes
discussed above, in the mark-up against the Company's existing
investment policy set out in the Circular.
Proposed changes to the Articles
In addition to the proposed changes to the investment policy,
the Proposals to be considered at the Extraordinary General Meeting
include the adoption of amended Articles. The principal changes
reflected in the amended Articles are as follows:
-- To approve an increase the aggregate annual limit on the
remuneration of Directors from GBP300,000 to GBP400,000 per annum.
The Directors believe that, amongst other things, the proposed
increase is appropriate in order to allow the Company, as part of
its succession planning measures, to implement a transition period
in respect of incoming Directors which may see a temporary increase
in the overall number of Directors.
-- To remove certain restrictions under the Articles relating
to, amongst other things: (i) the majority of Directors being
resident in the United Kingdom for tax purposes; (ii) board and
committee meetings being held in the United Kingdom; and (iii)
Directors who are physically located in the United Kingdom
participating in board and committee meetings. These amendments
will allow the Company to take advantage of the flexibility offered
under UK tax legislation which removed the concern that non-EEA
alternative investment funds (such as the Company) could be treated
as tax-resident in the United Kingdom if their board meetings were
held in the UK.
The Company is also proposing to make certain administrative and
procedural changes to the Articles, including to conform them with
certain changes to the Guernsey Companies Law since the current
Articles were adopted in 2014. The proposed changes to the Articles
are summarised in full in the Circular.
Meeting Arrangements
On 23 January 2021 the States of Guernsey announced that the
island will enter lock-down with immediate effect. Up to date
information can be found at covid19.gov.gg.
If the local lockdown and current restrictions on inbound travel
introduced by the States of Guernsey in response to the COVID-19
pandemic remain in place at the intended time scheduled for the
meeting, physical attendance at the Extraordinary General Meeting
will be difficult or impossible for all Shareholders. Accordingly,
the Company urges Shareholders to vote by proxy and to appoint the
chairman of the meeting as their proxy for that purpose.
All votes on the resolutions contained in the notice of
Extraordinary General Meeting will be held by poll so that all
voting rights exercised by Shareholders who are entitled to do so
at the Extraordinary General Meeting will be counted.
Extraordinary General Meeting
A notice convening the Extraordinary General Meeting of the
Company, which is to be held at 10.00 a.m. on 8 March 2021 at
Sarnia House, Le Truchot, St Peter Port, Guernsey GY1 1GR, is set
out at the end of the Circular.
Recommendation
The Board believes that the Proposals are in the best interests
of the Company and Shareholders as a whole and unanimously
recommends that Shareholders vote in favour of both Resolutions, as
all of the Directors intend to do in respect of their own
beneficial holdings of Ordinary Shares.
Expected timetable
Latest time and date for receipt of 10.00 a.m. on 4 March
Forms of Proxy 2021
Extraordinary General Meeting 10.00 a.m. on 8 March
2021
All references are to London times. The dates and times
specified above are subject to change. If such a date and/or time
is changed, the Company will notify Shareholders of changes to the
timetable by the publication of an announcement through a
Regulatory Information Service.
The Circular will be posted to Shareholders today and a copy of
the Circular can be found on the Company's website at www.jlen.com
.
A copy of the Circular has been submitted to the National
Storage Mechanism and will shortly be available for viewing online
at the following website address:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism. Copies of
this, and the form of proxy to be used by Shareholders, are also
available from the Company Secretary using the details below, or by
email to JLEN@praxisifm.com.
Terms used and not defined in this announcement shall have the
meanings given to them in the Circular.
For further information, please contact:
Foresight Group
Chris Tanner
Chris Holmes +44(0)20 3667 8100
Winterflood Investment Trusts
Neil Langford
Chris Mills +44(0)20 3100 0000
Newgate Communications
Elisabeth Cowell +44(0)20 3757 6880
Praxis Fund Services
Matt Falla
Gemma Woods +44(0)1481 755530
Further details of the Company can be found on its website
www.jlen.com
LEI: 213800JWJN54TFBMBI68
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END
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