Foresight Slr Fnd Ld Foresight Solar Fund Limited : Notice Of Agm

 
TIDMFSFL 
 
 
   FORESIGHT SOLAR FUND LIMITED: NOTICE OF ANNUAL GENERAL MEETING 
 
   THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION 
 
   If you are in any doubt as to what action you should take, you are 
recommended to seek your own financial advice from your stockbroker or 
other independent adviser authorised under the Financial Services and 
Markets Act 2000. 
 
   If you have recently sold or transferred all of your shares in Foresight 
Solar Fund Limited, please forward this document, together with the 
accompanying documents, as soon as possible either to the purchaser or 
transferee or to the person who arranged the sale or transfer so they 
can pass these documents to the person who now holds the shares. 
 
   NOTICE is hereby given that the Annual General Meeting ("AGM") of the 
Company will be held at 28 Esplanade, St Helier, Jersey, JE2 3QA on 
Monday, 11 June 2018 at 9:30am (BST), or at any adjournment thereof, for 
the purpose of considering and, if thought fit, passing the following 
resolutions which resolutions 1 to 9 will be proposed as ordinary 
resolutions and resolutions 10 to 12 will be proposed as special 
resolutions: 
 
   Ordinary Resolutions 
 
 
   1. To receive and adopt the Company's annual accounts for the financial year 
      ended 31 December 2017 together with the directors' report and auditors' 
      report on those accounts. 
 
   2. To approve the directors' remuneration report (excluding the directors' 
      remuneration policy, set out on page 49 of the directors' remuneration 
      report), as set out in the Company's annual report and accounts for the 
      financial year ended 31 December 2017. 
 
   3. To approve the directors' remuneration policy, as set out on page 49 of 
      the directors' remuneration report, which takes effect immediately after 
      the end of annual general meeting. 
 
   4. To re-appoint KPMG LLP as the Company's auditor to hold office from the 
      conclusion of this meeting until the conclusion of the next annual 
      general meeting at which accounts are laid before the Company. 
 
   5. To authorise the directors of the Company to determine the auditor's 
      remuneration. 
 
   6. To approve the Dividend Policy. 
 
   7. To reappoint Alexander Ohlsson as a director of the Company. 
 
   8. To reappoint Chris Ambler as a director of the Company. 
 
   9. To reappoint Peter Dicks as a director of the Company. 
 
 
   Special Resolutions 
 
 
   1. THAT the Company be and is hereby generally and unconditionally 
      authorised, pursuant to and in accordance with Article 57 of the 
      Companies (Jersey) Law, 1991 (as amended) (the "Law") to make market 
      purchases of its own ordinary shares of no par value in the capital of 
      the Company (the "Ordinary Shares") on such terms and in such manner as 
      the directors of the Company shall from time to time determine, subject 
      always to the terms of any class rights in the articles of association 
      and provided that: 
 
 
   (a)        the maximum aggregate number of Ordinary Shares hereby 
authorised to be purchased shall be such number as represents 14.99 per 
cent of the aggregate number of Ordinary Shares in issue as at 11 June 
2018; 
 
   (b)        the minimum price which may be paid for an Ordinary Share 
shall be GBP0.01; 
 
   (c)        the maximum price exclusive of any expenses which may be paid 
for an Ordinary Share is an amount equal to the higher of (i) 105% of 
the average of the middle market quotations for an Ordinary Share (as 
derived from the Daily Official List of the London Stock Exchange plc) 
for the five business days immediately preceding the date on which such 
Ordinary Share is contracted to be purchased; and (ii) the higher of the 
last independent trade and the highest current independent bid on the 
trading venue on which the purchase is carried out. 
 
   (d)        the authority hereby conferred is in addition to all and any 
authorities in place in respect of market purchases by the Company and 
shall expire at the conclusion of the Company's next annual general 
meeting or on the date falling 18 months from the date of the passing of 
this resolution, whichever is earlier, unless previously revoked, varied 
or renewed by the Company in general meeting; 
 
   (e)        the Company may at any time prior to the expiry of such 
authority make a contract or contracts to purchase Ordinary Shares under 
such authority which will or might be completed or executed wholly or 
partly after the expiration of such authority and may make a purchase of 
Ordinary Shares in pursuance of any such contract or contracts; and 
 
   (f)         the directors of the Company provide a statement of solvency 
in accordance with the Articles 55 and 57 of the Law. 
 
 
   1. THAT, subject to resolution 11 ("Resolution 10") above being passed, the 
      Company be and is hereby generally and unconditionally authorised to 
      cancel any shares it repurchases pursuant to Resolution 11 or pursuant to 
      Article 58A(1)(b) of the Law to hold such shares it repurchases pursuant 
      to Resolution 10 as treasury shares to be dealt with in accordance with 
      the provisions of the Law as the directors of the Company see fit. 
 
 
   1. THAT, in addition to any existing power and authority granted to the 
      Directors, the Directors of the Company be and are hereby generally 
      empowered to allot Ordinary Shares of no par value carrying the rights, 
      privileges and subject to the restrictions attached to the Ordinary 
      Shares as set out in the articles of association of the Company (the 
      "Ordinary Shares") or to grant rights to subscribe for or, to convert 
      securities into Ordinary Shares ("equity securities"), including the 
      allotment and grant of rights to subscribe for, or to convert securities 
      into or the sale of, Ordinary Shares held by the Company as treasury 
      shares in each case for cash as if any pre-emption rights in relation to 
      the issue of or sale of shares, as set out in Article 10.2 of the 
      articles of association of the Company and in the Listing Rules made by 
      the Financial Conduct Authority under Part VI of the Financial Services 
      and Markets Act 2000 (as amended), did not apply to any such allotment of 
      or grant of rights to subscribe for or to convert into equity securities 
      or sale, provided that this power: 
 
 
   (a)        shall expire at the conclusion of the Company's next annual 
general meeting or on the date falling 15 months after the passing of 
this resolution, whichever is earlier, save that the Company may, before 
such expiry, make an offer or agreement which would or might require 
equity securities to be allotted after such expiry and the Directors may 
allot equity securities in pursuance of any such offer or agreement as 
if the power conferred hereby had not expired; and 
 
   (b)        shall be limited to the allotment of up to 44,995,209 
Ordinary Shares of no par value (representing as at 21 February 2018 
approximately 10% per cent. of the issued share capital of the Company). 
 
 
 
   By order of the Board 
 
   Alexander Ohlsson - Chairman 
 
   Foresight Solar Fund Limited 
 
   21 February 2018 
 
   Registered Office: 28 Esplanade, St Helier, Jersey JE2 3 QA 
 
   Registered Number: 113721 
 
   Notes: 
 
   1. As a member you are entitled to appoint a proxy or proxies to 
exercise all or any of your rights to attend, speak and vote at the 
annual general meeting and you should have received a proxy form. . A 
proxy need not be a member of the Company but must attend the annual 
general meeting to represent you. You may appoint more than one proxy 
provided each proxy is appointed to exercise rights attached to 
different shares. You can only appoint a proxy using the procedure set 
out in these notes and the notes to the proxy form. You may not use any 
electronic address provided either in this notice or any related 
documents (including the circular and proxy form) to communicate with 
the Company for any purpose other than those expressly stated. 
 
   2. To be valid any proxy form or other instrument appointing a proxy, 
together with any power of attorney or other authority under which it is 
signed or a certified copy thereof, must be received by post or (during 
normal business hours only) by hand at Computershare Investor Services 
(Jersey) Limited, Queensway House, Hilgrove Street, St. Helier, Jersey, 
JE1 1ES no later than 48 hours before the time of the meeting or any 
adjourned meeting. 
 
   3. The return of a completed proxy form or other instrument of proxy 
will not prevent you attending the annual general meeting and voting in 
person if you wish. 
 
   4. In the case of joint holders, the vote of the senior who tenders a 
vote, whether in person or by proxy, will be accepted to the exclusion 
of the votes of the other joint holders and, for this purpose, seniority 
will be determined by the order in which the names stand in the register 
of members in respect of the joint holding. 
 
   5. Only those shareholders registered in the Company's register of 
members at 9.30am, on 9 June 2018 (or, if the meeting is adjourned, 48 
hours (excluding non-working days) before the time fixed for the 
adjourned meeting) shall be entitled to attend, speak and vote at the 
meeting in respect of the number of Ordinary Shares registered in their 
name at that time. In each case, changes to entries on the register of 
members of the Company after that time shall be disregarded in 
determining the rights of any person to attend, speak and vote at the 
meeting. 
 
   6. A vote withheld is not a vote in law, which means that the vote will 
not be counted in the calculation of votes for or against the 
resolution.  If [you either select the "Discretionary" option or if]no 
voting indication is given, your proxy vote will or abstain from voting 
at his or her discretion.  Your proxy will vote (or abstain from voting) 

as he or she thinks fit in relation to any other matter which is put 
before the meeting. 
 
   7. Any person holding five per cent. or more of the total voting rights 
of the Company who appoints a person other than the chairman of the 
meeting as his proxy will need to ensure that both he and his proxy 
complies with their respective disclosure obligations under the UK 
Disclosure and Transparency Rules. 
 
   Explanation of business 
 
   The Notice of Annual General Meeting contains certain items of business 
which are of a technical nature and are therefore explained below: 
 
   Resolution 10 - Authority to purchase own Ordinary Shares 
 
   Resolution 11 seeks shareholder authority for the directors of the 
Company to make market purchases of Ordinary Shares in accordance with 
the provisions of the Law. In some circumstances companies may find it 
advantageous to use surplus funds to purchase their own shares in the 
market. This can lead to increases in net asset value per share on those 
shares not purchased. The directors of the Company confirm that they 
will only purchase Ordinary Shares where they believe the effect would 
be to increase net asset value per share and would be in the best 
interests of shareholders. 
 
   The buy back of the Ordinary Shares referred to in Resolution 11 will 
allow the Company to cancel such shares or hold them as treasury shares. 
 
 
   Resolution 11 - Treasury Shares 
 
   Resolution 10 seeks shareholder authority for the directors of the 
Company to hold shares it repurchases pursuant to special resolution 11 
as treasury shares. The Company is able under Jersey law to hold its own 
shares as treasury shares. If the Company elects to hold the Ordinary 
Shares it buys back as treasury shares, it will not be treated as a 
member by virtue of holding such shares. Indeed, it will not be allowed 
to exercise any voting rights in respect of such shares and the number 
of treasury shares in issue will not be taken into account when 
calculating, for the purposes of any resolutions, the total number or 
any required proportion of shares in issue. The Company cannot make or 
receive any dividend in respect of treasury shares and cannot exercise 
or enforce any rights or obligations in respect of such shares. 
 
   Resolution 12 - Authority to allot Shares on a non pre-emptive basis 
 
   Generally, the directors may only allot shares or securities in the 
Company (or grant rights to subscribe for, or to convert any security 
into, shares in the Company) if they have been authorised to do so by 
shareholders and they must first offer such shares or securities to 
shareholders in proportion to their existing holdings. If passed, in 
addition to any existing power and authority granted to the Directors, 
the special resolution will authorise the directors to allot shares in 
the Company (and to grant rights to subscribe for, or to convert any 
security into, shares in the Company) up to an additional 44,995,209 
Ordinary Shares of no par value as if pre-emption rights did not apply 
to such allotment immediately following the adoption of this resolution. 
 
   For further information please contact: 
 
   Foresight Group 
 
   Ricardo Piñeiro                                                 020 3667 8150 
 
 
   Tom Moore                                                       020 3667 8156 
 
 
   Stifel Nicolaus Europe Limited                     020 7710 7600 
 
   Mark Bloomfield 
 
   Neil Winward 
 
   Tunga Chigovanyika 
 
   This announcement is distributed by Nasdaq Corporate Solutions on behalf 
of Nasdaq Corporate Solutions clients. 
 
   The issuer of this announcement warrants that they are solely 
responsible for the content, accuracy and originality of the information 
contained therein. 
 
   Source: Foresight Solar Fund Limited via Globenewswire 
 
 
 
 

(END) Dow Jones Newswires

March 01, 2018 07:20 ET (12:20 GMT)

Copyright (c) 2018 Dow Jones & Company, Inc.