TIDMGRP
RNS Number : 8961J
Greencoat Renewables PLC
29 April 2022
Greencoat Renewables PLC AGM Result
Dublin, London, 29 April 2022: 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 10.00 am
today, 29 April 2022, each of the Resolutions were 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
1 789,185,000 100 0 0 0
2 (a) 776,483,297 98.39 12,701,703 1.61 0
2 (b) 769,983,297 97.57 19,201,703 2.43 0
2 (c) 776,483,297 98.39 12,701,703 1.61 0
2 (d) 623,349,534 78.99 165,835,466 21.01 0
3 789,185,000 100 0 0 0
4 789,185,000 100 0 0 0
5 789,176,600 99.99 8,400 0.01 0
6 780,509,144 98.90 8,675,856 1.10 0
7 771,433,044 97.84 17,001,956 2.16 750,000
8 788,072,100 99.99 8,400 0.01 1,104,500
*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.
Resolution 2 (d) - re-election of Marco Graziano as a director
of the Company
The Board notes that Resolution 2 (d) to re-elect Marco Graziano
as a director of the Company passed with a majority of less than
80% (receiving votes in favour of 78.99%). In accordance with
provision 4 of the UK Corporate Governance Code (the "Code"), the
Board confirms that it will engage with the relevant shareholders
to understand and discuss their views with respect to this
resolution. An update will be provided within six months of the
AGM, in accordance with the Code.
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 ordinary resolutions:
5. That, in addition to the general authority granted at the
extraordinary general meeting of the Company held on 28 October
2021, 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 EUR3,804,129. 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, in addition to the power granted at the extraordinary
general meeting of the Company held on 28 October 2021, 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 EUR1,141,238.
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 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 EUR0.01 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.
8. That:
(a) subject to the passing of Resolution No. 7 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 EUR0.01 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 Adviser) +353 1 6796363
Ronan Veale
Barry Murphy
RBC (Joint Broker) +44 20 7653 4000
Matthew Coakes
Duncan Smith
Elizabeth Evans
FTI Consulting (Media Enquiries) +353 1 765 0886
Jonathan Neilan
Melanie Farrell
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 Capital LLP, an
experienced investment manager in the listed renewable energy
infrastructure sector.
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