Notice of AGM

RNS Number : 4477V

JLEN Environmental Assets Group Ltd

09 August 2022

 

9 August 2022

JLEN Environmental Assets Group Limited

("JLEN" or the "Company")

Approval of changes to the Company's investment policy, approval of amendment to articles of incorporation and notice of Annual General Meeting

The Company has today published the 2022 Notice of Annual General Meeting to Shareholders (the "Notice"), which includes details of certain proposed changes to the Company's investment policy and a proposed change to the Company's articles of incorporation.

Full details of these proposals are set out in the Notice, which confirms that the Company will convene the AGM of the Company to be held at 10.00 a.m. at Sarnia House, Le Truchot, St Peter Port, Guernsey GY1 1GR on 1 September 2022 (the "AGM") for Shareholders to consider the Company's routine AGM matters and, in addition: (i) an ordinary resolution to approve the proposed changes to the Company's investment policy; and (ii) a special resolution to approve a proposed change to the Company's articles of incorporation (the "Articles"), as further explained below.

Proposed changes to the investment policy

The Investment Manager continues to identify a significant pipeline of opportunities, and the Company expects its investment portfolio to continue to predominantly consist of operational infrastructure (with some exposure to construction stage assets), however, there is an observable trend within the environmental infrastructure market of investors partnering with developers to secure future pipeline investments. Accordingly, and having regard to the pipeline of investment opportunities being identified by the Investment Manager, the Board is proposing to allow the Company to invest up to 5 per cent. of net asset value in environmental infrastructure which is in its development phase - where additional steps are required to be completed before construction of such environmental infrastructure can commence (the "Proposed Changes").

Benefits of the Proposed Changes

The Board and the Investment Manager believe that adopting the Proposed Changes will:

· improve the Company's competitive position in respect of acquisition opportunities, through engaging with carefully selected partners and seeking secure access to a further pipeline of investment opportunities which may otherwise not be available or which would be subject to a competitive process; and

· allow the Company to make investments at an earlier stage, potentially benefitting from the higher returns available for development phase environmental infrastructure as compared to those brought to the market as 'shovel ready' projects.

The Proposed Changes would also permit the Company to invest in environmental infrastructure developers and development funding structures relating to environmental infrastructure, where the rights to invest in or acquire environmental infrastructure often sit, rather than at the level of projects or assets themselves. As such, the Company expects that, in some instances, it would be better placed to secure preferential access to upcoming pipeline were it to own an interest in a relevant developer or development funding structure.

Full details on the background to and reasons for the Proposed Changes, including certain risks associated with the adoption on the Proposed Changes, are set out in the Notice , a copy of which is available on the Company's website at www.jlen.com .

Proposed changes to the Articles

In addition to the proposed changes to the investment policy, the proposals to be considered at the AGM include the adoption of amended Articles. The sole change reflected in the amended Articles is to approve an amendment to Article 38.2 of the Company's Articles to confirm the Articles to The Companies (Guernsey) Law, 2008, as amended (the "Law"). Article 38.2 of the Articles currently requires all meetings of the Directors are deemed to have been held in the place where the Chair is present. In 2021, The Companies (Guernsey) Law, 2008 (Miscellaneous Amendments) Ordinance, 2021 provided greater flexibility allowing a company's memorandum of incorporation (Memorandum), Articles or a resolution of its Board to stipulate where such meeting is deemed to take place (in the absence of which, the meeting will be deemed to be held in the place in which the chairman is present). A copy of the Articles is available from the Company Secretary upon request.

Expected timetable

Latest time and date for receipt of Forms of Proxy	10.00 a.m. on 30 August 2022
AGM	10.00 a.m. on 1 September 2022

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 Notice will be posted to Shareholders today and a copy of the Notice can be found on the Company's website at www.jlen.com

A copy of the Notice 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 [e-mail].

Capitalised terms used and not defined in this announcement shall have the meanings given to them in the Notice.

Foresight Group Chris Ta nn e r Chris Holmes	[phone]
Winterflood Securities Limited Neil Langford Chris Mills	[phone]
SEC Newgate Elisabeth Cowell/Axaule Shukanayeva/ Max Richardson	[phone]
Sanne Fund Services (Guernsey) Limited Matt Falla Gemma Woods	[phone]

About JLEN

JLEN's investment policy is to invest in a diversified portfolio of Environmental Infrastructure. Environmental Infrastructure is defined by the Company as 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. Such investments will typically feature one or more of the following characteristics:

· long-term, predictable cash flows, which may be wholly or partially inflation-linked cash flows;

· long-term contracts or stable and well-proven regulatory and legal frameworks; or

· well-established technologies, and demonstrable operational performance

JLEN's aim is to provide investors with a sustainable, progressive dividend per share, paid quarterly and to preserve the capital value of the portfolio over the long term on a real basis. The target dividend for the year to 31 March 2023 is 7.14 pence per share ¹ .  The dividend is payable quarterly.

Further details of the Company can be found on its website   www.jlen.com

LEI: 213800JWJN54TFBMBI68

⁽¹⁾  These are targets only and not profit forecasts.  There can be no assurance that these targets will be met or that the Company will make any distributions at all.

 

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