TIDMFSG

RNS Number : 6316V

Foresight Group Holdings Limited

11 August 2022

LEI: 213800NNT42FFIZB1T09

11 August 2022

Foresight Group Holdings Limited (th e "Compa ny")

Results of Annual General Meeting

Th e C o mpa ny announces the results of voting at its A n nu al G e neral M e eting ("AGM") h eld on 10(th) August 2022 and confirms that all resolutions were duly passed as set out below:

 
 Resolutions                 Votes For     % of      Votes       % of      Votes       % TVR      Votes 
                                           votes     Against     votes      Total      Voted*    Withheld 
                                           cast                  cast 
 Ordinary Resolutions 
                            -----------  -------  -----------  -------  -----------  --------  ---------- 
      To receive 
       the accounts 
       of the Company 
       for the financial 
       year ended 
       31(st) March 
       2022 and 
       the report 
       of the Directors 
       and auditors 
 1     thereon.              95,123,409   100.00      nil        0.00    95,123,409    87.81       175 
     ---------------------  -----------  -------  -----------  -------  -----------  --------  ---------- 
      That the 
       Directors' 
       Remuneration 
       Report for 
       the financial 
       year ended 
       31(st) March 
 2     2022 be approved.     87,997,852   92.51    7,125,557     7.49    95,123,409    87.81       175 
     ---------------------  -----------  -------  -----------  -------  -----------  --------  ---------- 
      That the 
       final dividend 
       recommended 
       by the Directors 
       of 9.8 pence 
       per ordinary 
       share for 
       the financial 
       year ended 
       31(st) March 
       2022 be declared 
       payable on 
       14(th) October 
       2022 to all 
       members whose 
       names appear 
       on the Company's 
       register 
       of members 
       at 6.00 p.m. 
       on 19(th) 
 3     August 2022.          95,123,409   100.00      nil        0.00    95,123,409    87.81       175 
     ---------------------  -----------  -------  -----------  -------  -----------  --------  ---------- 
      To re-appoint 
       Bernard Fairman 
       as a Director 
 4     of the Company.       79,737,443   92.72    6,264,439     7.28    86,001,882    79.39    9,121,702 
     ---------------------  -----------  -------  -----------  -------  -----------  --------  ---------- 
      To re-appoint 
       Gary Fraser 
       as a Director 
 5     of the Company.       95,107,858   99.98      15,551      0.02    95,123,409    87.81       175 
     ---------------------  -----------  -------  -----------  -------  -----------  --------  ---------- 
      To re-appoint 
       Geoffrey 
       Gavey as 
       a Director 
 6     of the Company.       94,468,907   99.31     654,502      0.69    95,123,409    87.81       175 
     ---------------------  -----------  -------  -----------  -------  -----------  --------  ---------- 
      To re-appoint 
       Michael Liston, 
       OBE, as a 
       Director 
 7     of the Company.       83,395,808   87.67    11,727,601   12.33    95,123,409    87.81       175 
     ---------------------  -----------  -------  -----------  -------  -----------  --------  ---------- 
      To re-appoint 
       Alison Hutchinson, 
       CBE, as a 
       Director 
 8     of the Company.       94,927,097   99.79     196,312      0.21    95,123,409    87.81       175 
     ---------------------  -----------  -------  -----------  -------  -----------  --------  ---------- 
      To re-appoint 
       BDO LLP of 
       55 Baker 
       Street, London 
       W1U 7EU, 
       as the Company's 
       auditors 
       until the 
       conclusion 
       of the next 
       general meeting 
       of the Company 
       at which 
       accounts 
 9     are laid.             95,123,352   100.00       57        0.00    95,123,409    87.81       175 
     ---------------------  -----------  -------  -----------  -------  -----------  --------  ---------- 
      That the 
       Directors 
       be authorised 
       to agree 
       the auditors' 
 10    remuneration.         94,128,732   98.95     994,677      1.05    95,123,409    87.81       175 
     ---------------------  -----------  -------  -----------  -------  -----------  --------  ---------- 
    Special Resolutions 
                            -----------  -------  -----------  -------  -----------  --------  ---------- 
      That the 
       Directors 
       be authorised 
       to allot 
 11    shares.               87,981,266   92.49    7,142,143     7.51    95,123,409    87.81       175 
     ---------------------  -----------  -------  -----------  -------  -----------  --------  ---------- 
      That the 
       disapplication 
       of pre-emption 
       rights generally 
 12    be authorised.        87,997,474   92.51    7,125,935     7.49    95,123,409    87.81       175 
     ---------------------  -----------  -------  -----------  -------  -----------  --------  ---------- 
      That the 
       disapplication 
       of pre-emption 
       rights in 
       connection 
       with an acquisition 
       or specified 
       capital investment 
 13    be authorised.        87,997,474   92.51    7,125,935     7.49    95,123,409    87.81       175 
     ---------------------  -----------  -------  -----------  -------  -----------  --------  ---------- 
      That the 
       Company be 
       authorised 
       to purchase 
 14    its own shares.       94,128,297   98.97     980,053      1.03    95,108,350    87.79     15,234 
     ---------------------  -----------  -------  -----------  -------  -----------  --------  ---------- 
      That the 
       Articles 
       of Incorporation 
       be deleted 
       and replaced 
       with the 
       amended articles 
 15    of incorporation.     95,122,474   100.00      935        0.00    95,123,409    87.81       175 
     ---------------------  -----------  -------  -----------  -------  -----------  --------  ---------- 
   Ordinary Resolutions 
                            -----------  -------  -----------  -------  -----------  --------  ---------- 
 16   That the                         As this resolution may only be passed by the Non-Concert 
       waiver of                          Party Shareholders, please see the table below for 
       Rule 9 be                                          the voting results 
       approved 
     ---------------------  ----------------------------------------------------------------------------- 
      That the 
       Infrastructure 
       Capital Group 
       ("ICG") Management 
       Incentive 
       Plan (the 
       "MIP"), be 
       approved 
       and that 
       the Directors 
       authorised 
       to do all 
       such acts 
       and things 
       as they may 
       consider 
       necessary 
       or desirable 
       to implement 
 17    the MIP.              70,363,946   73.97    24,759,463   26.03    95,123,409    87.81       175 
     ---------------------  -----------  -------  -----------  -------  -----------  --------  ---------- 
 

* percentage of the total votes cast vs the total voting rights attributable to the 108,333,333 ordinary voting shares of nil par value.

As the Company has a controlling shareholder (as defined in the Financial Conduct Authority's Listing Rules), the resolutions to elect the independent directors (being resolutions 6 to 8) have, under Listing Rule 9.2.2E, been approved by a majority of the votes cast by:

 
 --   the shareholders of the Company as a whole; and 
 --   the independent shareholders of the Company, that is, all the 
       shareholders entitled to vote on each resolution excluding 
       the controlling shareholder. 
 

In accordance with the Takeover Code, Resolution 16, to waive the application of Rule 9 of the Takeover Code has been approved by a majority of the votes cast by Non-Concert Party Shareholders.

The votes of the independent shareholders in respect of such resolutions are as follows:

 
 Votes of the              Votes For      %        Votes        %        Votes       % Total      Votes 
  Independent                             of       Against      of        Total      Eligible    Withheld 
  Shareholders                           votes                 votes                  Voting 
                                         cast                  cast                  Shares** 
 Ordinary Resolutions 
                          -----------  -------  -----------  -------  -----------  ----------  ---------- 
      To re-appoint 
       Geoffrey 
       Gavey as 
       a Director 
 6     of the Company.     50,283,398   98.72     654,502      1.28    50,937,900     85.32        175 
     -------------------  -----------  -------  -----------  -------  -----------  ----------  ---------- 
      To re-appoint 
       Michael Liston 
       as a Director 
 7     of the Company.     39,210,299   76.98    11,727,601   23.02    50,937,900     85.32        175 
     -------------------  -----------  -------  -----------  -------  -----------  ----------  ---------- 
      To re-appoint 
       Alison Hutchinson 
       as a Director 
 8     of the Company.     50,741,588   99.61     196,312      0.39    50,937,900     85.32        175 
     -------------------  -----------  -------  -----------  -------  -----------  ----------  ---------- 
      That the 
       waiver of 
       Rule 9 be 
 16    approved.           27,030,534   53.29    23,696,540   46.71    50,727,074     84.97      211,001 
     -------------------  -----------  -------  -----------  -------  -----------  ----------  ---------- 
 

** percentage of the total votes cast vs the Total Eligible Voting rights attributable to the 59,702,009 ordinary voting shares of nil par value held by the Non-Concert Party Shareholders.

Full details of each of the Concert Party's current shareholdings and their shareholdings if the Resolution 14 was exercised in full are as follows:

 
 Member of Concert            Role                      Number       Percentage       Percentage of 
  Party                                                  of Shares    of issued        issued ordinary 
                                                                      ordinary         share capital 
                                                                      share capital    following the 
                                                                                       exercise of Resolution 
                                                                                       14 (1) 
 Bernard Fairman (through 
  Beau Port Investments       Executive 
  Limited)                     Chairman                 32,324,699   29.8             33.2 
                             ------------------------  -----------  ---------------  ------------------------ 
                              Chief Financial 
                               Officer and 
 Gary Fraser (and his          Chief Operating 
  wife, Susan Fraser)          Officer                  4,413,365    4.1              4.5 
                             ------------------------  -----------  ---------------  ------------------------ 
                              Chief Investment 
 David Hughes                  Officer                  2,896,250    2.7              3.0 
                             ------------------------  -----------  ---------------  ------------------------ 
 Nigel Aitchison (and 
  The Aitchison Charitable 
  Trust)                      Head of Infrastructure    2,896,245    2.7              3.0 
                             ------------------------  -----------  ---------------  ------------------------ 
 Russell Healey (and 
  The Healey Family           Head of Private 
  Trust)                       Equity                   2,620,365    2.4              2.7 
                             ------------------------  -----------  ---------------  ------------------------ 
                              Head of Retail 
 Michael Currie                Sales                    1,825,450    1.7              1.9 
                             ------------------------  -----------  ---------------  ------------------------ 
                              Head of Business 
                               Development 
                               and Continental 
 Federico Giannandrea          Europe                   1,654,950    1.5              1.7 
                             ------------------------  -----------  ---------------  ------------------------ 
                                                Total   48,631,324   44.9             49.9 
                                                       -----------  ---------------  ------------------------ 
 

(1) Assuming that: (i) none of the Principal Shareholders has Shares bought back pursuant to authority set out in Resolution 14; (ii) no further Shares are issued; (iii) the authority pursuant to Resolution 14 is exercised in full; (iv) the Resolution 14 is approved by shareholders.

The Board is pleased that all resolutions were duly passed but notes the proportion of votes against resolutions 16 and 17 was over 20%. The Board considers both the Rule 9 Waiver and the ICG Management Incentive Plan to be in the best interests of shareholders a whole and is pleased that Resolutions 16 and 17 were passed with the support of the majority of the Company's shareholders. However, the Board notes the level of dissent and, given the importance of the views of all the Company's shareholders to the Board, it will continue to engage with investors on the above matters. An update will be published on that engagement within six months.

Notes

A 'Vote Withheld' is not a vote in law and has not been counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.

The total number of shares on the register at the close of business on 8(th) August 2022, being those eligible to be voted on at the AGM, was 108,333,333. A copy of the resolutions can be found in the Notice of Meeting available at: https://www.fsg-investors.com/shareholder-centre

This announcement is made pursuant to the requirements of Listing Rules 9.6.18. Copies of the resolutions approved by shareholders which do not constitute ordinary business will be submitted as soon as practicable to the Financial Conduct Authority and will shortly be available for inspection via the National Storage Mechanism:

https://data.fca.org.uk/#/nsm/nationalstoragemechanism

The results will also be made available on the Company's website:

https://www.fsg-investors.com/shareholder-centre

Fo r further information contact:

 
                        Foresight Group 
                                                                                                          +44 (0) 7790 
                        Jo Nicolle jnicolle@foresightgroup.gg                                                   804263 
 
                        Citigate Dewe Rogerson (Public relations adviser 
                         to Foresight Group) 
                        Caroline Merrell                                                                  +44 (0) 7852 
                         caroline.merrell@citigatedewerogerson.com                                             210 329 
                                                                                                          +44 (0) 7768 
                        Toby Moore toby.moore@citigatedewerogerson.com                                         981 763 
 
                        Corporate Brokers 
 
                                                                                                       +44 (0) 20 7029 
                        Jefferies                                                                                 8000 
                        Paul Nicholls 
                        Max Jones 
 
                                                                                                       +44 (0) 20 7260 
                        Numis                                                                                     1000 
                        Stephen Westgate 
                        Charlie Farquhar 
 

About Foresight Group Holdings Ltd.

Foresight Group was founded in 1984 and is a leading listed infrastructure and private equity investment manager. With a long-established focus on ESG and sustainability-led strategies, it aims to provide attractive returns to its institutional and private investors from hard-to-access private markets. Foresight manages over 330 infrastructure assets with a focus on solar and onshore wind assets, bioenergy and waste, as well as renewable energy enabling projects, energy efficiency management solutions, social and core infrastructure projects and sustainable forestry assets. Its private equity team manages ten regionally focused investment funds across the UK and an SME impact fund supporting Irish SMEs. This team reviews over 2,500 business plans each year and currently supports more than 200 investments in SMEs. Foresight Capital Management manages four strategies across six investment vehicles with an AUM of over GBP1.6 billion.

Foresight operates from 12 offices across six countries in Europe and Australia with AUM of GBP12.2 billion*. Foresight Group Holdings Limited listed on the Main Market of the London Stock Exchange in February 2021. https://www.fsg-investors.com/

*Based on FSG unaudited AUM as at 30 June 2022 and Infrastructure Capital's AUM as at 31 March 2022.

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