The following amendment(s) have been made to the 'Result of AGM' announcement released on 21 May 2024 at 18:20 under RNS No 3639P.
Resolutions 1 to 12 were passed and resolution 13 was not passed.
All other details remain unchanged.
The full amended text is shown below.
21 May 2024
US SOLAR FUND PLC (USF, the "Company")
Result of 2024 Annual General Meeting (the "AGM")
US Solar Fund plc (LON: USF (USD)/USFP (GBP)), announces that at the Company's 2024 AGM held today, resolutions 1 to 12 were passed and resolution 13 was not passed, this was done by way of a poll and the results of the poll are set out below.
Resolutions 1 to 9 (inclusive) were proposed as ordinary resolutions and resolutions 10 to 13 (inclusive) were proposed as special resolutions.
| Resolution | Votes For* | % | Votes Against | % | Total votes validly cast | Total votes cast as % of issued share capital | Vote Withheld ** | |
| 1 | Receive annual accounts for period ended 31 December 2023 | 211,156,701 | 95.68 | 9,529,058 | 4.32 | 220,685,759 | 66.43 | 7,051,580 |
| 2 | Approve directors' remuneration report | 210,710,810 | 95.51 | 9,903,659 | 4.49 | 220,614,469 | 66.41 | 7,122,870 |
| 3 | Appointment of external auditor | 218,012,846 | 95.78 | 9,615,513 | 4.22 | 227,628,359 | 68.52 | 108,980 |
| 4 | Authorise the Directors to fix the auditor's remuneration | 218,042,123 | 95.79 | 9,586,236 | 4.21 | 227,628,359 | 68.52 | 108,980 |
| 5 | Re-elect Gillian Nott as a director | 148,011,894 | 65.02 | 79,635,060 | 34.98 | 227,646,954 | 68.53 | 90,385 |
| 6 | Re-elect Jamie Richards as a director | 184,462,822 | 81.04 | 43,157,504 | 18.96 | 227,620,326 | 68.52 | 117,013 |
| 7 | Re-elect Thomas Plagemann as a director | 217,824,889 | 95.70 | 9,795,437 | 4.30 | 227,620,326 | 68.52 | 117,013 |
| 8 | Approval of dividend policy | 217,970,572 | 95.79 | 9,568,393 | 4.21 | 227,538,965 | 68.50 | 198,374 |
| 9 | To authorise the allotment of Ordinary shares | 215,237,787 | 94.59 | 12,309,571 | 5.41 | 227,547,358 | 68.50 | 189,981 |
| 10 | To authorise the disapplication of statutory pre-emption rights | 213,833,662 | 93.97 | 13,719,653 | 6.03 | 227,553,315 | 68.50 | 184,024 |
| 11 | To authorise the Company to make market purchase of its own ordinary shares | 217,076,866 | 95.36 | 10,553,580 | 4.64 | 227,630,446 | 68.52 | 106,893 |
| 12 | To permit general meetings to be called on 14 days' notice | 217,931,000 | 95.77 | 9,632,803 | 4.23 | 227,563,803 | 68.50 | 173,536 |
| 13 | That the Company ceases to continue as an investment trust | 74,446,601 | 35.37 | 136,045,906 | 64.63 | 210,492,507 | 63.36 | 17,244,832 |
* Includes discretionary votes
** A vote withheld is not a vote in law and is not counted in the calculation of the votes for or against a resolution.
Director Retirement
Rachael Nutter, who has served on the Board since the Company's inception in 2019, was not standing for re-election at the AGM and accordingly she stands down as a Director of the Company with effect from today. The Board thanks Rachael for her valued contributions and wise counsel over the past five years.
Statements on resolutions 5 and 13
The Board notes that resolutions 1 to 12 were passed by a majority in accordance with the relevant thresholds and resolution 13 was not passed which was in line with the Board's recommendation.
In addition, and as announced separately today, the proposed Tender Offer has been approved by an overwhelming majority of shareholders.
The Board acknowledges that significant minority votes were cast against the re-election of Gill Nott (34.98%) and were cast for the discontinuation of the Company (35.37%). The Board will continue its engagement with shareholders and notes that discussions with shareholders since the announcement of the Tender Offer have been constructive. In the view of the Board and Investment Manager, the plans set out last month regarding the Tender Offer, interim dividend policy and refinancing plans, reflect the best approach to deliver maximum value for all shareholders. Wide-ranging support from shareholders for the Company's strategy has been expressed. The Board and Investment Manager look forward to continuing constructive and supportive discussions with all shareholders.
For further information, please contact:
| Amber Infrastructure Meredith Frost
| +44 20 7939 0550 |
| Cavendish Capital Markets Limited Tunga Chigovanyika James King Will Talkington
| +44 20 7397 8900 |
| JTC (UK) Limited Ruth Wright | USSolarFund-CompanySecretary@jtcgroup.com +44 207 409 0181
|
| KL Communications | USF@kl-communications.com
|
| Charles Gorman Charlotte Francis | +44 779 597 7967 +44 773 809 9560 |
LEI: 2138007BIUWE7AHS5Y90
Notes:
Every shareholder has one vote for every Ordinary Share held. As at close of business on 17 May 2024, the share capital of the Company consisted of 332,192,361 Ordinary Shares with voting rights. The Company does not hold any shares in Treasury.
In accordance with Listing Rule 9.6.2 copies of all the resolutions passed, other than ordinary business, will be submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
About US Solar Fund plc
US Solar Fund plc, established in 2019, listed on the premium segment of the London Stock Exchange in April 2019. The Company's investment objective is to provide investors with attractive and sustainable dividends with an element of capital growth by owning and operating solar power assets in North America and other OECD countries in the Americas.
The solar power assets that the Company acquires or constructs are expected to have an asset life of at least 30 years and generate stable and uncorrelated cashflows by selling electricity to creditworthy offtakers under long-term power purchase agreements (or PPAs). The Company's portfolio currently consists of 41 operational solar projects with a total capacity of 443MWDC, all located in the United States.
Further information on the Company can be found on its website at http://www.ussolarfund.co.uk.
About Amber Infrastructure Group
Amber Infrastructure (Amber) is an international infrastructure specialist, focused on investment origination, development, asset management and in Europe, fund management. Amber's core business focuses on infrastructure assets across the public, transport, energy, digital and demographic infrastructure sectors that support the lives of people, homes and businesses internationally.
Among other funds, Amber Infrastructure advises International Public Partnerships, a FTSE 250-listed Company with a market cap of approximately £2.5 billion and 15-year track record of long-term investment in infrastructure assets globally. Amber is headquartered in London with offices in Europe, North America and Australia and employs c.180 infrastructure professionals. Amber has had a strategic partnership with the Hunt Group of Companies in the US since 2015. Learn more at www.amberinfrastructure.com.
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