Result of AGM and Directorate Change

RNS Number : 9862X

Jlen Environmental Assets Grp

03 September 2020

 

3 September 2020

JLEN Environmental Assets Group Limited

Results of AGM and Directorate Change

JLEN Environmental Assets Group Limited ("JLEN" or the "Company") is pleased to announce that at the Annual General Meeting ("AGM") held at 10:00 a.m. today, 3 September 2020, all resolutions, save for resolution 14, were duly passed without amendment.

As stated in the AGM Notice circulated on 30 June, Denise Mileham did not stand for re-election in accordance with the Board's succession planning and hence has resigned from the Board with immediate effect.

Richard Morse, Chairman, said:

"We are extremely grateful for Denise's contribution to the Board, having served as a director since the Company's launch in 2014, and demonstrated an exceptional commitment to the role during her tenure. We wish Denise the very best for her next endeavours".

In accordance with LR 9.6.18, details of the results of those resolutions proposed at the AGM, which were not ordinary business of the AGM, follow:

Resolution	For (including discretionary)	Against	Withheld*
10 - Ordinary	305,986,649 (99.99%)	11,000 (0.01%)	237
11 - Ordinary	305,952,845 (99.99%)	17,081 (0.01%)	16,960
12 - Special	305,941,094 (99.99%)	27,827 (0.01)	17,965
13 - Special	296,027,944 (96.77%)	9,887,742 (3.23%)	71,200
14 - Special	219,294,951 (72.78%)	82,007,668 (27.22%)	4,673,266

*A vote withheld is not a vote in law and is therefore not counted towards the proportion of votes "for" or "against" the Resolution.

The Board notes the votes against resolution 14, representing 27.22% of those shares voting and 14.99% of the Company's issued share capital. The resolution relates to the issuance of shares representing an additional 10% of the Company's issued share capital on a non-pre-emptive basis, over and above the issuance approved by shareholders pursuant to resolution 13. Resolution 14 was put to shareholders to enable the Company to issue shares on a non-pre-emptive basis at a premium to net asset value, in order to provide additional flexibility to the Company to take advantage of attractive investment opportunities. The Board believes that the votes against are a reflection of the fact that many shareholder governance groups have a policy to support only a general authority for issuance on a non-pre-emptive basis for up to 10% of a company's issued share capital, as approved by shareholders pursuant to resolution 13. The Board intends to consult with those shareholders that voted against resolution 14 and will provide an update in the Company's half year results.

The full wording of these resolutions can be found below:-

Resolution 10 - Ordinary Resolution

THAT the interim dividend of 1.665 pence per Ordinary Share in respect of the period 1 April 2019 to 30 June 2019, the interim dividend of 1.665 pence per Ordinary Share in respect of the period 1 July 2019 to 30 September 2019, the interim dividend of 1.665 pence per Ordinary Share in respect of the period 1 October 2019 to 31 December 2019 and the interim dividend of 1.665 pence per Ordinary Share in respect of the period 1 January 2020 to 31 March 2020 declared by the Company be approved.

Resolution 11 - Ordinary Resolution

THAT, in accordance with Article 45 of the Articles of Incorporation of the Company (the "Articles"), the Board may, in respect of dividends declared for any financial period or periods of the Company ending prior to the annual general meeting of the Company to be held in 2021, offer shareholders the right to elect to receive further shares, credited as fully paid, in respect of all or any part of such dividend or dividends declared in respect of any such period or periods.

Resolution 12 - Special Resolution

THAT the Company be and is hereby generally and unconditionally authorised in accordance with Section 315 of The Companies (Guernsey) Law, 2008 (as amended) (the "Law") (subject to the UK Listing Rules and all other applicable legislation and regulations) to make market acquisitions (as defined in the Law) of its Ordinary Shares in issue, provided that:-

a.  the maximum number of Ordinary Shares hereby authorised to be purchased is 14.99 per cent. per annum of the Ordinary Shares in issue immediately following the passing of this resolution;

b.  the minimum price (exclusive of expenses) which may be paid for an Ordinary Share is 1 pence;

c.  the maximum price (exclusive of expenses) which may be paid for an Ordinary Share shall be not more than the higher of (i) 5 per cent. above the average market value for the five business days prior to the day the purchase is made and (ii) the higher of the price of the last independent trade and the highest independent bid at the time of the purchase for any number of the Ordinary Shares on the trading venues where the purchase is carried out;

d.  the authority hereby conferred shall expire at the conclusion of the next annual general meeting of the Company held in 2021 or 18 months from the date of this resolution, whichever is the earlier, unless such authority is varied, revoked or renewed prior to such time;

e.  the Company may make a contract to purchase Ordinary Shares under the authority hereby conferred prior to the expiry of such authority which will or may be executed wholly or partly after the expiration of such authority and may make an acquisition of Ordinary Shares pursuant to any such contract; and

f.  any Ordinary Share bought back may be held in treasury in accordance with the Law or be subsequently cancelled by the Company.

Resolution 13 - Special Resolution

THAT pursuant to Article 7.7 of the Articles, the provisions of Article 7.2 of the Articles shall not apply and shall be excluded in relation to the issue of up to an aggregate number of Ordinary Shares as represents up to 10 per cent. of the number of Ordinary Shares admitted to trading on London Stock Exchange plc's main market for listed securities immediately following the passing of this resolution, provided that such disapplication and exclusion shall expire on the date which is 18 months from the date of the passing of this resolution or, if earlier, at the conclusion of the next annual general meeting of the Company following the date of the passing of this resolution (unless previously renewed, revoked or varied by the Company by special resolution) save that the Company may before such expiry make an offer or agreement which would or might require Ordinary Shares to be allotted after such expiry and the Directors may allot Ordinary Shares in pursuance of such an offer or agreement as if the disapplication and exclusion conferred hereby had not expired.

Resolution 14 - Special Resolution

THAT conditional to the passing of Resolution 13 and in addition to the authority granted thereunder, pursuant to Article 7.7 of the Articles, the provisions of Article 7.2 of the Articles shall not apply and shall be excluded in relation to an additional issue of up to an aggregate number of Ordinary Shares as represents up to 10 per cent. of the number of Ordinary Shares admitted to trading on London Stock Exchange plc's main market for listed securities immediately following the passing of this resolution, provided that such disapplication and exclusion shall expire on the date which is 18 months from the date of the passing of this resolution or, if earlier, at the conclusion of the next annual general meeting of the Company following the date of the passing of this resolution (unless previously renewed, revoked or varied by the Company by special resolution) save that the Company may before such expiry make an offer or agreement which would or might require Ordinary Shares to be allotted after such expiry and the Directors may allot Ordinary Shares in pursuance of such an offer or agreement as if the disapplication and exclusion conferred hereby had not expired.

ENDS

For further information please contact:

Foresight Group Chris Tanner Chris Holmes	[phone]
Winterflood Investment Trusts Neil Langford Chris Maills	[phone]
Newgate Communications Elisabeth Cowell Ian Silvera	[phone]
Praxis Fund Services Limited Matt Falla Gemma Woods	[phone]

About JLEN

JLEN's investment policy is to invest in environmental infrastructure projects that have the benefit of long-term, predictable, wholly or partially inflation-linked cash flows supported by long-term contracts or stable regulatory frameworks.

Environmental Infrastructure is defined by the Company as infrastructure projects that utilise natural or waste resources or support more environmentally-friendly approaches to economic activity. This could involve the generation of renewable energy (including solar, wind, hydropower and biomass technologies), the supply and treatment of water, the treatment and processing of waste, and projects that promote energy efficiency.

JLEN's aim is to provide investors with a sustainable, progressive annual dividend. The target dividend for the year to 31 March 2021 is 6.76 pence per share. The dividend is payable quarterly.

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

LEI: 213800JWJN54TFBMBI68

The content of this announcement has been prepared by and is the sole responsibility of the Company.

 

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