TIDMFSG
RNS Number : 9906I
Foresight Group Holdings Limited
10 August 2023
LEI: 213800NNT42FFIZB1T09
10 August 2023
Foresight Group Holdings Limited (th e "Compa ny")
Results of Annual General Meeting
The 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 2023 and
confirms that all resolutions were duly passed as set out
below:
Resolutions Votes % Votes % of Votes Total % TVR Votes
For of Against votes Voted* Withheld
votes cast
cast
Ordinary Resolutions
------------ ------- ----------- ------- ------------ -------- ----------
To receive
the accounts
of the Company
for the
financial
year ended
31(st) March
2023 and
the report
of the Directors
and auditors
1 thereon. 102,555,208 100 0 0 102,555,208 88.20 6,396
-------------------- ------------ ------- ----------- ------- ------------ -------- ----------
That the
Directors'
Remuneration
Report for
the financial
year ended
31(st) March
2023 be
2 approved. 92,439,329 90.13 10,120,457 9.87 102,559,786 88.21 1,818
-------------------- ------------ ------- ----------- ------- ------------ -------- ----------
That the
final dividend
recommended
by the Directors
of 15.5
pence per
ordinary
share for
the financial
year ended
31(st) March
2023 be
declared
payable
on 20(th)
October
2023 to
all members
whose names
appear on
the Company's
register
of members
at 6.00
p.m. on
29(th) September
3 2023. 102,561,604 100 0 0 102,561,604 88.21 0
-------------------- ------------ ------- ----------- ------- ------------ -------- ----------
To re-appoint
Bernard
Fairman
as a Director
4 of the Company. 100,224,621 97.72 2,336,752 2.28 102,561,373 88.21 231
-------------------- ------------ ------- ----------- ------- ------------ -------- ----------
To re-appoint
Gary Fraser
as a Director
5 of the Company. 102,544,778 99.98 16,595 0.02 102,561,373 88.21 231
-------------------- ------------ ------- ----------- ------- ------------ -------- ----------
To re-appoint
Geoffrey
Gavey as
a Director
6 of the Company. 101,300,749 98.77 1,260,624 1.23 102,561,373 88.21 231
-------------------- ------------ ------- ----------- ------- ------------ -------- ----------
To re-appoint
Michael
Liston,
OBE, as
a Director
7 of the Company. 88,152,729 85.95 14,408,644 14.05 102,561,373 88.21 231
-------------------- ------------ ------- ----------- ------- ------------ -------- ----------
To re-appoint
Alison Hutchinson,
CBE, as
a Director
8 of the Company. 101,846,071 99.30 715,302 0.70 102,561,373 88.21 231
-------------------- ------------ ------- ----------- ------- ------------ -------- ----------
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. 102,561,604 100 0 0 102,561,604 88.21 0
-------------------- ------------ ------- ----------- ------- ------------ -------- ----------
That the
Directors
be authorised
to agree
the auditors'
10 remuneration. 102,546,545 99.99 15,059 0.01 102,561,604 88.21 0
-------------------- ------------ ------- ----------- ------- ------------ -------- ----------
Special Resolutions
------------ ------- ----------- ------- ------------ -------- ----------
That the
Directors
be authorised
to allot
11 shares. 93,086,144 90.76 9,475,460 9.24 102,561,604 88.21 0
-------------------- ------------ ------- ----------- ------- ------------ -------- ----------
That the
disapplication
of pre-emption
rights generally
12 be authorised. 91,704,911 89.41 10,856,693 10.59 102,561,604 88.21 0
-------------------- ------------ ------- ----------- ------- ------------ -------- ----------
That the
disapplication
of pre-emption
rights in
connection
with an
acquisition
or specified
capital
investment
13 be authorised. 93,355,244 91.02 9,206,360 8.98 102,561,604 88.21 0
-------------------- ------------ ------- ----------- ------- ------------ -------- ----------
That the
Company
be authorised
to purchase
its own
14 shares. 101,544,751 99.02 1,001,794 0.98 102,546,545 88.20 15,059
-------------------- ------------ ------- ----------- ------- ------------ -------- ----------
Ordinary Resolution
------------ ------- ----------- ------- ------------ -------- ----------
15 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
-------------------- -------------------------------------------------------------------------------
* percentage of the total votes cast vs the total voting rights
attributable to the 116,271,212 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 15, 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 % Votes % Votes % Total Votes
Independent For 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. 59,840,985 97.94 1,260,624.00 2.06 61,101,609.00 100 0
------------------- ----------- ------- -------------- ------- -------------- ---------- ----------
To re-appoint
Michael
Liston as
a Director
7 of the Company. 46,692,965 76.42 14,408,644.00 23.58 61,101,609.00 100 0
------------------- ----------- ------- -------------- ------- -------------- ---------- ----------
To re-appoint
Alison Hutchinson
as a Director
8 of the Company. 60,386,307 98.83 715,302.00 1.17 61,101,609.00 100 0
------------------- ----------- ------- -------------- ------- -------------- ---------- ----------
That the
waiver of
Rule 9 be
15 approved. 31,564,886 51.66 29,535,069.00 48.34 61,099,955.00 100 0
------------------- ----------- ------- -------------- ------- -------------- ---------- ----------
** percentage of the total votes cast vs the Total Eligible
Voting rights attributable to the 41,459,764 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 15 was
exercised in full are as follows:
Member of Role Number Percentage Percentage
Concert of Shares of issued of
Party ordinary issued
share ordinary
capital share
capital
following
the
exercise
of
Resolution
15 (1)
Bernard
Fairman
(through
Beau Port
Investments Executive
Limited) Chairman 32,324,699 27.8 30.9
----------------------------------- ---------------------------------- ---------------------------------- ----------------------------------
Chief
Financial
Officer
Gary Fraser and
(and his Chief
wife, Susan Operating
Fraser) Officer 4,413,365 3.8 4.2
----------------------------------- ---------------------------------- ---------------------------------- ----------------------------------
Chief
Investment
David Hughes Officer 2,896,250 2.5 2.8
----------------------------------- ---------------------------------- ---------------------------------- ----------------------------------
Head of
Michael Retail
Currie Sales 1,825,450 1.6 1.7
----------------------------------- ---------------------------------- ---------------------------------- ----------------------------------
Total 41,459,764 35.7 39.6
---------------------------------- ---------------------------------- ----------------------------------
(1) Assuming that: (i) none of the Principal Shareholders has
Shares bought back pursuant to authority set out in Resolution 15;
(ii) no further Shares are issued; (iii) the authority pursuant to
Resolution 15 is exercised in full; (iv) the Resolution 15 is
approved by shareholders.
The Board is pleased that all resolutions were duly passed but
notes the proportion of votes cast against Resolutions 7 and 15 by
the independent shareholders was over 20%. The Board considers both
these resolutions to be in the best interests of shareholders a
whole and is pleased that Resolutions 7 and 15 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 to
understand the reasons behind the results. 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 2023, being those eligible to be voted on
at the AGM, was 116,271,212. 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
Jo Nicolle jnicolle@foresightgroup.gg +44 (0) 7790 804263
Citigate Dewe Rogerson (Public relations adviser to Foresight Group)
Caroline caroline.merrell@citigatedewe
Merrell rogerson.com +44 (0) 7852 210 329
toby.moore@citigatedewerogers
Toby Moore on.com +44 (0) 7768 981 763
Corporate
Brokers
Jefferies +44 (0) 20 7029 8000
James
Umbers
Numis +44 (0) 20 7260 1000
Stephen
Westgate
About Foresight Group Holdings Limited
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 350 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 eleven 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 250 investments in SMEs. Foresight
Capital Management manages four strategies across seven investment
vehicles.
Foresight operates in eight countries across Europe, Australia
and United States with Group AUM of GBP12.0 billion(1) . Foresight
Group Holdings Limited listed on the Main Market of the London
Stock Exchange in February 2021.
https://www.foresightgroup.eu/shareholders
(1) Based on unaudited AUM as at 30 June 2023.
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END
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