12 June 2023
Foresight Solar Fund
Limited
("Foresight Solar", "FSFL" or the "Company")
Results of 2024 Annual
General Meeting
Foresight Solar Fund Limited
announces that, at its 2024 Annual General Meeting, held on
Wednesday, 12 June 2024 at 9:30am, all resolutions were voted
on by way of a poll. The results of the poll, including all proxy
votes received, are set out below.
|
No.
|
Resolution
1
|
Votes For
2
|
Votes Against
3
|
Total votes validly cast
4
|
Total votes cast as % of
issued share capital
|
Votes Withheld
5
|
|
Votes
|
%
|
Votes
|
%
|
|
1
|
To receive and adopt the Company's
annual accounts for the financial year ended 31 December
2023
|
403,538,045
|
99.93%
|
270,367
|
0.07%
|
403,808,412
|
66.20%
|
191,089
|
|
2
|
Approve directors' remuneration
report for the period ended 31 December 2023
|
395,495,076
|
97.95%
|
8,260,620
|
2.05%
|
403,755,696
|
66.19%
|
245,559
|
|
3
|
Approve the directors' remuneration
policy
|
395,432,711
|
97.94%
|
8,317,328
|
2.06%
|
403,750,039
|
66.19%
|
251,216
|
|
4
|
Approve the Dividend
Policy
|
395,869,379
|
99.94%
|
231,430
|
0.06%
|
396,100,809
|
64.94%
|
7,900,446
|
|
5
|
Re-appoint Alexander Ohlsson as a
Director
|
374,613,283
|
95.33%
|
18,358,863
|
4.67%
|
392,972,146
|
64.43%
|
11,029,109
|
|
6
|
Re-appoint Ann Markey as a
Director
|
381,952,997
|
97.20%
|
11,009,885
|
2.80%
|
392,962,882
|
64.42%
|
11,038,373
|
|
7
|
Re-appoint Monique O'Keefe as a
Director
|
308,144,045
|
81.73%
|
68,863,158
|
18.27%
|
377,007,203
|
61.81%
|
26,994,052
|
|
8
|
Re-appoint Chris Ambler as a
Director
|
348,395,052
|
88.71%
|
44,319,172
|
11.29%
|
392,714,224
|
64.38%
|
11,037,031
|
|
9
|
Elect Lynn Cleary as a
Director
|
395,638,365
|
97.99%
|
8,103,374
|
2.01%
|
403,741,739
|
66.19%
|
259,516
|
|
10
|
Re-appoint KPMG LLP as the Company's
auditors
|
399,559,589
|
98.96%
|
4,185,106
|
1.04%
|
403,744,695
|
66.19%
|
256,560
|
|
11
|
Authorise the directors to determine
the auditors' remuneration
|
402,026,447
|
99.57%
|
1,728,054
|
0.43%
|
403,754,501
|
66.19%
|
246,754
|
|
12
|
Approve and adopt the proposed
investment objective and investment policy
|
384,968,266
|
95.34%
|
18,807,669
|
4.66%
|
403,775,935
|
66.20%
|
225,320
|
|
13
|
Authorise the Directors to allot
shares in the Company
|
392,405,818
|
97.18%
|
11,407,554
|
2.82%
|
403,813,372
|
66.20%
|
187,883
|
|
14
|
Authorise the Company to make market
purchases of its own Ordinary Shares
|
403,470,658
|
99.91%
|
343,637
|
0.09%
|
403,814,295
|
66.20%
|
186,960
|
|
15
|
Subject to the passing of resolution
14, to authorise the Company to cancel or to hold any such Ordinary
Shares it repurchases
|
403,505,900
|
99.93%
|
295,584
|
0.07%
|
403,801,484
|
66.20%
|
199,771
|
|
16
|
To discontinue the Company in its
present form
|
97,969,486
|
24.44%
|
302,874,396
|
75.56%
|
400,843,882
|
65.72%
|
3,152,373
|
1 Resolutions 1 to 12 were proposed as ordinary resolutions and
resolutions 13 to 16 were proposed as special
resolutions
2 Includes discretionary votes on resolutions 1 to 15
3 Includes discretionary votes on resolution 16
4 Shares held in treasury count to the total issued share
capital but are not voted
5 A vote withheld is not a vote in law and is not counted in the
calculation of the votes for or against a resolution
While the Board is pleased that a
significant majority of shareholders supported the Board's
recommendations, the Directors acknowledge that 97,969,486 votes,
representing 16.06% of the Company's total issued Ordinary Shares
and 24.44% of the valid votes at the AGM, were cast in favour of
Resolution 16 and for the discontinuation of the Company in its
current form.
The Board and its advisors maintain
an active engagement programme and have regularly consulted with
shareholders to better understand their views. Investors expressed
a range of preferences to address the headwinds affecting the
alternatives sector.
The challenging macroeconomic
landscape has also impacted the Company, and the Directors share
the frustration with the share price trading at a significant
discount to net asset value. Several initiatives are already
underway to address the issue, including paying down debt and
returning capital via the sector's largest buyback programme
relative to NAV.
Alexander Ohlsson, Chair of
Foresight Solar, said:
"The Board recognises shareholders' concerns
and will continue to engage with all shareholders, particularly
those that voted for discontinuation. In the meantime, the
Directors will deliberate further on what additional strategic
actions may best address these views in the near
term."
Note
Every shareholder has one vote for
every Ordinary Share held. As at close of business on Monday,
10 June 2024, the share capital of the Company consisted
of 609,958,720 Ordinary Shares of which 572,786,297 shares held
voting rights. The Company held 37,172,423 Ordinary 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.
For more information, follow
Foresight Solar on LinkedIn
or contact:
|
Foresight Solar Fund Limited
Alexander Ohlsson
|
+44 (0)1534 822 251
|
|
Foresight Group
Matheus Fierro
(fsflir@foresightgroup.eu)
|
+44 (0)2039 112 318
|
|
Jefferies International Limited
Gaudi Le Roux
Harry Randall
|
+44 (0)2070 298 000
|
|
Singer Capital Markets
Robert Peel
Alaina Wong
|
+44 (0)2074 963 000
|
|
Powerscourt
Justin Griffiths
Gilly Lock
|
+44 (0)2072 501 446
|
LEI: 213800VO4O83JVSSOX33