Notice of GM

RNS Number : 1502Y

Octopus Renewables Infra Trust PLC

11 May 2021

 

11 May 2021

LEI: 213800B81BFJKWM2JV13

Octopus Renewables Infrastructure Trust plc

("ORIT" or the "Company")

Notice of General Meeting

As set out in the Company's announcement of its Final Results released on 15 March 2021, the Directors identified a potential procedural issue in respect of the payment of the first interim dividend covering the period from the Company's IPO on 10 December 2019 to 30 June 2020 of 1.06 pence per Ordinary Share paid on 21 August 2020 (the "First Interim Dividend"), which may have resulted in the First Interim Dividend having been made otherwise than in accordance with the Companies Act 2006 (the "Act"). The total aggregate amount of the First Interim Dividend was £3,710,000.

The Company's historic reported trading results and financial condition, the dividends declared in respect of Q3 2020, Q4 2020 and Q1 2021 and the Company's ability to pay future dividends are entirely unaffected.

Whilst the Company had sufficient distributable reserves to pay the First Interim Dividend at the time it was made, the Companies Act required this to be demonstrated by reference to initial accounts being delivered to Companies House prior to payment of the First Interim Dividend. Initial accounts covering the period from the Company's incorporation on 11 October 2019 to 29 February 2020 (the "Initial Accounts") were approved by the Directors on 7 May 2020 and sent to Companies House on 12 May 2020 and it is likely that they were received by Companies House in the ordinary course of business shortly after this date. However, Companies House has recorded the Initial Accounts as having been received on 21 October 2020, a significant amount of time after the Initial Accounts were sent and also, regrettably, after the payment of the First Interim Dividend.

While the Directors are confident that the Initial Accounts were received by Companies House prior to payment of the First Interim Dividend, it has not been possible to evidence this. The Company has also been advised that if the First Interim Dividend was not made in accordance with applicable law the Company may have claims against past and present Shareholders who were recipients of the First Interim Dividend (the "Recipient Shareholders") and against the directors of the Company.

The Resolution

Accordingly, out of an abundance of caution and in order to ensure that the Company cannot make any such claims, the Directors have concluded that the First Interim Dividend was not made in accordance with applicable law and the Company is today publishing, and will post to Shareholders an explanatory circular (the "Circular") convening a general meeting to be held on 4 June 2021 (the "General Meeting"), at which a resolution (the "Resolution") authorising various rectifying actions will be proposed which will, if passed, put all potentially affected parties, so far as possible, in the position in which they were always intended to be had the dividend been properly made. Shareholders are advised to read the Circular and Notice of General Meeting in its entirety.

If the Resolution is not passed, the Company may continue to have claims against the Directors and Recipient Shareholders.

Related Party Transaction

The entry by the Company into the Directors' Deed of Release constitutes a "smaller related party transaction" (as defined in the Listing Rules) as the Directors are considered related parties under the Listing Rules (being persons who are, or were within the last 12 months, directors of the Company) and each of them is a beneficiary of the deed. As required by the Articles, the Resolution will also seek the specific approval of the Shareholders of the entry into the Directors' Deed of Release.

Given the interests of the Board in the Resolution, and as required by the Listing Rules, the Board cannot recommend that Shareholders vote in favour of the Resolution, but recommends that Shareholders vote on it. However, the Board notes that, in accordance with its obligations under the Listing Rules as a premium listed company proposing to enter into a smaller related party transaction, the Company has obtained written confirmation from Peel Hunt that the entry into the Directors' Deed of Release is fair and reasonable so far as the Shareholders are concerned.

As related parties under the Listing Rules, the Directors are precluded from voting on the Resolution. Therefore, each of them has undertaken to abstain, and to take all reasonable steps to ensure that their respective associates abstain, from voting on the Resolution. As at 10 May 2021 (being the latest practicable date before the publication of this document), Philip Austin, James Cameron and Audrey McNair held a total of 53,665,  31,221 and 32,028 Shares in the capital of the Company, respectively, representing approximately 0.015, 0.009 and 0.009 per cent. of the Company's existing ordinary share capital, respectively and Elaina Elzinga held no Shares.

General Meeting

Enclosed within the Circular is the Notice of the General Meeting which will be held at Charter Place, 23/27 Seaton Place, St Helier, Jersey JE1 1JY at 10.00 a.m. on Friday, 4 June 2021.

The Circular will be posted to Shareholders today and a copy of the Circular can be found on the Company's website at https://octopusrenewablesinfrastructure.com/ .

A copy of the Circular 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 .

Terms used and not defined in this announcement shall have the meanings given to them in the Circular.

For further information please contact:

Octopus Investments Limited (Investment Manager) Matt Setchell, Chris Gaydon, David Bird	Via Buchanan
Peel Hunt (Sponsor) Liz Yong, Luke Simpson, Tom Pocock (Investment Banking) Alex Howe, Chris Bunstead, Ed Welsby, Richard Harris (Sales)	020 7418 8900
Buchanan (Financial PR) Charles Ryland, Kelsey Traynor, Hannah Ratcliff	020 7466 5000
PraxisIFM ( Company Secretary )	020 4513 9260

Notes to editors

About Octopus Renewables Infrastructure Trust

Octopus Renewables Infrastructure Trust plc is a closed end investment company incorporated in England and Wales focused on providing investors with an attractive and sustainable level of income returns, with an element of capital growth, by investing in a diversified portfolio of renewable energy assets in Europe and Australia.

Further details can be found at www.octopusrenewablesinfrastructure.com

About Octopus Renewables

Octopus Renewables is a specialist clean energy investor. Launched in 2010 its mission is to accelerate the transition to a future powered by renewable energy. It has a diverse portfolio of assets with a capacity of over 2.8GW, making it the largest commercial solar investor in Europe and a leading investor in onshore wind.

Octopus Renewables is also leading the next wave of renewables being built across Europe and Australia without government subsidies. There is a significant opportunity to unblock much needed investment by building bespoke portfolios of renewable assets at scale, across technologies and countries, to create better outcomes for our investors.

Further details can be found at www.octopusrenewables.com

Neither the content of any website referred to in this announcement nor the content of any website accessible from hyperlinks is incorporated into, or forms part of, this announcement.

Further information regarding the General Meeting

The well-being and safety of Shareholders and service providers is a primary concern for the Directors of the Company and taking into account the prevailing regulations and guidance relating to the COVID-19 crisis, the Directors have determined that the General Meeting will be run as a combined physical and electronic meeting. Shareholders and their proxies will not be permitted to attend the meeting in person. Instead, Shareholders can participate in the General Meeting virtually via video conference, where they will be able to vote and ask questions. Further details of how to attend by video conference can be found in Note 4 of the Notes to the Notice of General Meeting in the Circular.

Even if you intend to attend the General Meeting via video conference, the Board  strongly encourages Shareholders to appoint the "Chair of the Meeting" as their proxy with their voting instructions. Details of how to vote, either electronically, by form or proxy or through CREST, can be found in the Notes to the Notice of General Meeting in the Circular.

As Shareholders will currently be unable to attend the General Meeting, all resolutions will be decided on a poll to be called by the "Chair of the Meeting". This reflects current best practice and ensures that Shareholders who have appointed the "Chair of the Meeting" as their proxy have their votes fully taken into account. The results of the poll will be announced via a regulatory information service and placed on the Company's website as soon as practicable after the conclusion of the General Meeting.

Shareholders are invited to send any questions in advance by email to [e-mail] by close of business on 2 June 2021. Should any changes be required to be made to the arrangements for the General Meeting, they will be announced via a regulatory information service and included on the Company's website, www.octopusrenewablesinfrastructure.com . Alternatively, Shareholders can contact the Registrar, Computershare Investor Services PLC, for updated information (please see Notes to the Notice of General Meeting in the Circular for the Registrar's contact details).

 

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