Notice of General Meeting

RNS Number : 8105N

Good Energy Group PLC

14 August 2017

 

Good Energy Group PLC

("Good Energy" or the "Company")

Notice of General Meeting

Following the announcement made by Good Energy on 10 July 2017, confirming that the Company had received a requisition for a General Meeting from Ferlim Nominees Limited, acting on behalf of Ecotricity Group Limited ("Ecotricity") to consider the appointment of two Ecotricity representatives as directors, and further to the announcement on 28 July 2017 that Good Energy and Ecotricity had agreed to a short deferral of the General Meeting timetable, the Company is today sending a Notice of General Meeting (together with an explanatory circular) to its shareholders ("Shareholders").

The unanimous recommendation from the Board of the Company is that Shareholders VOTE AGAINST the resolutions proposed by Ecotricity to appoint Dale Vince, founder, sole recorded shareholder and Chief Executive Officer of Ecotricity and Simon Crowfoot, Managing Director of Ecotricity's Electric Highway Division, as non-executive directors of the Company (the "Resolutions").

The Resolutions will be put to the vote of Shareholders at a General Meeting to be held at Chippenham Town Hall, High Street, Chippenham, Wiltshire, SN15 3ER at 3pm on Wednesday 6 September 2017.

Below is a summary of the reasons why, in their view, the Board UNANIMOUSLY RECOMMENDS that Shareholders VOTE AGAINST the Resolutions:

·      Ecotricity is a direct competitor, which has actively sought to undermine Good Energy over the past 18 years. Ecotricity's stated motivations for calling this meeting are inconsistent with its competitive behaviour.

·      The nominees are not independent, do not have any experience on the board of a publicly listed company and these appointments would create unacceptable conflicts of interest. As direct competitors, the best interests of Good Energy and Ecotricity are incompatible and there is no guarantee that any representative of Ecotricity could ever put the interests of other Good Energy Shareholders above their own.

·      Ecotricity would have the potential to disrupt decision making at Good Energy. This could impair Good Energy's ability to compete against Ecotricity and the wider market.

·      No Ecotricity nominee could act independently on behalf of all Shareholders and Ecotricity's stated motivations do not add up. Your Board believes their actions are not in your best interests.

For additional detail on the reasons why, in their view, the Board UNANIMOUSLY RECOMMENDS that Shareholders VOTE AGAINST the Resolutions, please refer to the Chairman's letter in the explanatory circular accompanying the Notice of General Meeting, a copy of which is also provided below.

A copy of the Notice of General Meeting and explanatory circular will shortly be available for inspection at the Company's registered office and on the Company's dedicated website www.supportgoodenergy.co.uk.

For any questions about the General Meeting or the Resolutions either visit the website above or call the Good Energy information line on 0808 189 3179 or [phone] (if calling from outside the UK).

Timetable for the General Meeting:

Event	Date
Latest time and date for receipt of Forms of Proxy from Good Energy Shareholders	3pm Monday 4 September 2017
Voting Record Time for the General Meeting	Close of business on Monday 4 September 2017
Time, date and location of the General Meeting	3pm on Wednesday 6 September 2017 at Chippenham Town Hall, High Street, Chippenham, Wiltshire, SN15 3ER

Chairman's Letter

Dear Good Energy Shareholder,

General Meeting of Good Energy Group PLC ("Good Energy" or the "Company")

On 10 July 2017, Good Energy announced it had received a notice from Ferlim Nominees Limited, acting on behalf of Ecotricity Group Limited ("Ecotricity"), requisitioning a General Meeting to consider Resolutions for the appointment of Dale Vince, founder and Chief Executive Officer (CEO) of Ecotricity and Simon Crowfoot, a Managing Director at Ecotricity as non-executive directors of the Company (the "Resolutions"). A further announcement was made on 28 July 2017 by Good Energy stating that a short deferral of the General Meeting timetable had been agreed.

This letter now includes the formal Notice of the General Meeting (the "Notice"), which sets out the Resolutions to be considered at the General Meeting.

We, as your Board, unanimously recommend Shareholders VOTE AGAINST all the Resolutions as we do not believe the Resolutions are in the best interests of the Company and the Shareholders as a whole.

Each of the Directors of Good Energy intends to VOTE AGAINST the Resolutions in respect of their own beneficial holdings.

Ecotricity already owns 25.3% of the Company and, if more than 50% of the votes cast are in favour of these two Resolutions, Ecotricity will succeed in obtaining seats on the Good Energy Board.

This means EVERY VOTE MATTERS to Good Energy, and the Board unanimously recommends Shareholders to VOTE AGAINST the Resolutions.

Why you should vote against the Resolutions

The Board views Ecotricity as a direct competitor with a track record of seeking to undermine Good Energy:

·      Good Energy is a well-run, innovative and successful purpose-led business, with a clear strategy and a great future ahead of it.

·      We have a track record of profitable growth, delivering consistent revenue, gross profit, EBITDA and customer growth for the last five years, underpinned with a strong balance sheet, diversified funding strategy and healthy cash generation.

·      We are a purpose-led company with a business model built for the long-term, rooted in ethics, and backed by our values to be straightforward, determined, inclusive and fair.

·      We believe in the importance of aligning our interests with our stakeholders, and through our crowdfunding, share issues and bond issues, more than 60% of our Shareholders are Good Energy customers.

·      We have a history of successful innovation, and continue to evolve our business to ensure we are well-positioned to deliver on our purpose in the fast-changing UK energy market.

·      We are already investing in the people, digital and technological expertise required to successfully navigate the transition to the energy market of the future.

·      We have high employee engagement and a gender-balanced Board and workforce, and are supported by our customers and partners.

·      We have proven that renewable energy can be a commercial success story - because of our values, not despite them - and have delivered a Total Shareholder Return of in excess of 250% since listing as a public company.

·      Ecotricity has been an aggressive competitor of Good Energy since our founding more than 18 years ago, launching legal action against us in our early days of operation, and regularly attacking our management and business model through the press and other regulatory means.

·      Ecotricity has actively campaigned against Good Energy to our customers, partners, and Shareholders, and is now seeking to further disrupt our business by trying to put its own executives on to your Board.

·      Ecotricity's stated motivations, in our view, do not add up. Your Board believes their action is not in your best interests.

Ecotricity says its action is motivated by concerns regarding our performance, corporate governance and related party transactions. In our view these motivations do not add up:

·      Good Energy has robust corporate governance in place, exceeding the requirements for an AIM listed company, and wherever appropriate aligning with best practice of the UK Corporate Governance Code. We seek to be transparent in the way we run your business, going beyond AIM disclosure requirements where it is in the interests of our Shareholders as a whole, as well as our customers and other stakeholders.

·      Neither Dale Vince or Simon Crowfoot have any public company board experience and would not meet the criteria set out by the Good Energy Board for a director.

·      Good Energy fully discloses transactions with related parties, which are reviewed and approved by an independent committee, in line with best practice and the AIM rules, and has secured significant value and opportunity for Shareholders through agreements with related parties. All of this was in the public domain before Ecotricity took a stake in Good Energy, and is fully visible to Ecotricity in our most recent accounts.

·      Good Energy and Ecotricity have a different approach to the transition taking place in the UK energy market. In particular we will not be investing in a similar business model to Ecotricity on electric vehicle charging network which, by its own admission, is loss making.

·      Good Energy has a track record of profitable growth, delivering consistent revenue, gross profit, EBITDA and customer growth for the last five years, underpinned with a strong balance sheet, diversified funding strategy and healthy cash generation. We have a clear strategy in place to secure the opportunities presented by the transition taking place in the UK energy market.

·      Since Ecotricity acquired their shareholding in Good Energy we have sought to have a constructive dialogue with Dale Vince and Ecotricity, but they have consistently acted against the best interests of our Shareholders as a whole. Through their actions, they have sought to distract management from the delivery of the Company's stated strategy and we have had to divert resources to defend Good Energy against their actions.

·      We believe Ecotricity could use their Board seats to continue their attempts to disrupt the business of Good Energy, negatively impacting the value of our shares. We do not believe this would be in the best interests of all Shareholders, either in the short or longer term.

In our view, these appointments would create unacceptable conflicts of interest on your Board:

·      Any member of Ecotricity's management would have unacceptable conflicts of interest in all areas of business during any Good Energy Board meeting. The Board of Good Energy regularly discusses confidential and commercially sensitive information including information around strategy, commercial policy, business plans, pricing, opportunities, risks and detailed performance results. It would not be appropriate for that information to be shared with representatives of a direct competitor in the Boardroom.

·      As direct competitors, the best interests of Good Energy and Ecotricity are incompatible. No Ecotricity nominee could fulfil their obligations to Ecotricity and Good Energy at the same time.

·      No Ecotricity nominee could act independently on behalf of all Shareholders. Ecotricity already has the ability to block special resolutions, and over 50% of the votes needed to block ordinary resolutions. There is no guarantee that any representative of Ecotricity could ever put the interests of other Good Energy Shareholders above their own and those of Ecotricity, particularly when Dale Vince is the sole recorded shareholder in Ecotricity.

Conclusion

I have been Chairman of Good Energy for nearly five years. My firm belief is that your Board is well equipped to implement Good Energy's strategy in order to create significant value for all Shareholders as a whole.

Ecotricity has a corporate purpose and business model that are in direct competition with our own and a corporate governance structure that is not accountable to external shareholders. There is no guarantee that any representative of Ecotricity could ever put the interests of other Good Energy Shareholders above their own and those of Ecotricity, which has Dale Vince as its sole recorded shareholder (or a company which is 100% owned by Dale Vince). Neither can Dale Vince provide any guarantee that his ambitions would not destabilise your Board and its ability to act in a unified way on key matters of commercial and strategic importance to the continuing success of Good Energy.

Recommendation

For the reasons set out above, the Board of Good Energy considers that the Resolutions to approve the appointment of Dale Vince and Simon Crowfoot as Non-Executive Directors of the Company are not in the best interests of the Company or Shareholders as a whole and the Board therefore unanimously recommends that you VOTE AGAINST all the Resolutions to be proposed at the General Meeting.

Your Directors intend to VOTE AGAINST the Resolutions in respect of their own beneficial holdings. Your Board thanks you for your continued support and looks forward to welcoming you to the General Meeting.

- ENDS -

Enquiries:
Good Energy Group PLC	[phone]
Juliet Davenport, Chief Executive Officer
Denise Cockrem, Chief Financial Officer
Stephen Rosser, Company Secretary
Smithfield Consultants	[phone]
Alex Simmons
Brett Jacobs
Investec Bank plc	[phone]
Jeremy Ellis
Sara Hale

Notes to editors:

·      Good Energy is a fast growing green energy company, generating and selling 100% renewable electricity and green gas to households and businesses across the UK.

·      An AIM-listed PLC, and founding member of the Social Stock Exchange, Good Energy's purpose is to power the choice for a cleaner, greener, future together.

·      The Company has been awarded 4 out of 5 stars by Which? for customer service in 2016 and 2017 and has been awarded 'Best Buy' status by Ethical Consumer.

·      As at 31 December 2016, Good Energy had over 71,400 renewable electricity customers and 44,100 carbon neutral gas customers. It also provides Feed-in Tariff administration services to over 133,000 sites, bringing the total number of customers to 248,500.

·      Good Energy is the owner of Delabole Wind Farm, the UK's first commercial onshore wind farm and owns and operates Hampole Wind Farm, near Doncaster. The Company also owns and operates seven solar farms.

·      Good Energy received an average customer advocacy of 45. A net promoter score is an index ranging from -100 to 100 that measures the willingness of customers to recommend a company's products or services to others. It is used as a proxy for gauging the customer's overall satisfaction with a company's product or service and the customer's loyalty to the brand.

·      Good Energy has won a number of awards, including Renewable Energy Association Company of the Year Award 2016, Business Green Company of the Year 2015, and was named Social Impact Company of the Year at the 2014 and 2015 Small Cap awards.

 

END

 

 

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