Pre-Annual General Meeting Information • May 21, 2024
Pre-Annual General Meeting Information
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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 ordinary shares in Asian Energy Impact Trust plc (the "Company"), please forward this document, but not any accompanying personalised Form of Proxy, as soon as possible either to the purchaser or transferee or to the person who arranged the sale or transfer so they can pass this document to the person who now holds the shares.
(Incorporated in England & Wales with company number 13605841 and registered as an investment company under section 833 of the Companies Act 2006)
Notice of a general meeting of the Company to be held at the offices of Stephenson Harwood LLP, 1 Finsbury Circus, London EC2M 7SH on Friday, 14 June 2024 at 10.45 a.m. (or, if later, immediately after the conclusion or adjournment of the annual general meeting of the Company to be held on the same day) (the "General Meeting") is set out in Part 2 of this document.
To be valid, the Form of Proxy for use at the General Meeting must be completed and returned in accordance with the instructions printed thereon to the office of the Company's Registrar, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY or delivered by hand (during office hours only) to the same address as soon as possible and, in any event, so as to arrive no later than 10.45 a.m. on Wednesday, 12 June 2024. Alternatively, you may register your proxy appointment electronically by visiting Computershare's website (www.investorcentre.co.uk/eproxy). Electronic proxy appointments must also be lodged no later than 10.45 a.m. on Wednesday, 12 June 2024. Appointment of a proxy does not preclude you from attending the meeting and voting in person.
| EXPECTED TIMETABLE OF PRINCIPAL EVENTS 3 | |
|---|---|
| PART 1 - LETTER FROM THE CHAIR 4 | |
| PART 2 - NOTICE OF GENERAL MEETING12 |
| 2024 | |
|---|---|
| Last day of dealing in the ordinary shares for settlement through CREST on a normal rolling two-day settlement basis in order to enable settlement prior to close of register of members |
11 June |
| Deadline for receipt of proxy appointments for the General Meeting | 10.45 a.m. on 12 June |
| Close of register of members and CREST disablement | 6.00 p.m. on 13 June |
| Suspension of ordinary shares from listing on the Official List and from trading on the London Stock Exchange |
7.30 a.m. on 14 June |
| General Meeting | 10.45 a.m. on 14 June |
| Appointment of liquidators | 14 June |
| Cancellation of the listing of the ordinary shares on the Official List and of the trading of the ordinary shares on the London Stock Exchange |
8.00 a.m. on 17 June |
| Initial distribution to shareholders | By end July |
(Incorporated in England & Wales with company number 13605841 and registered as an investment company under section 833 of the Companies Act 2006)
Sue Inglis (Non-executive Chair) Clifford Tompsett (Non-executive Director) Mukesh Rajani (Non-executive Director)
The Scalpel 18th Floor 52 Lime Street London EC3M 7AF
21 May 2024
Dear Shareholder
The Company announced on 11 April 2024 that the Board had concluded its strategic review of the options for the Company's future (the "Strategic Review") and that, following careful consideration of the options available to the Company after consultation with its advisers and taking into account feedback from investors, it had concluded that it is in the best interests of shareholders as a whole to put forward a proposal for the realisation of the Company's investments in a manner that seeks to achieve a balance between optimising the value returned to shareholders and progressively returning cash to shareholders in a timely manner (the "Realisation Strategy").
The Strategic Review was launched in August 2023 after shareholders, in line with the Board's voting recommendation, voted against a resolution to continue the Company in its present form. As many shareholders had expressed an interest in a potential relaunch of the Company, the Strategic Review initially involved, alongside options for a Realisation Strategy, detailed consideration of relaunch proposals received from a range of potential investment manager candidates, including the Company's current investment manager, Octopus Energy Generation ("OEGen"). In reviewing the prospects for a successful relaunch of the Company, the Board was cognisant of, in particular, the current relatively small size of the Company, the high level of the Company's operating costs as a percentage of its net assets, the prospective relatively low shareholder returns in the early years following a relaunch and the need to raise significant further capital in due course in order to support the Company's long-term future. The Board believes that such factors, in addition to the current adverse macroeconomic conditions, would be likely to weigh heavily on the Company's share price, resulting in the shares continuing to trade at a price significantly below their net asset value and impeding the prospects for a successful capital raising in the foreseeable future.
Having consulted with shareholders representing a significant proportion of the Company's issued share capital, the Board concluded that a relaunch of the Company was not in the best interests of shareholders as a whole. Accordingly, since the announcement on 11 April 2024 the Board's focus has been on assessing the relative risks and merits of different proposals for implementing the Realisation Strategy. The key focus of the Board has been to put forward the proposal which it considers will best achieve a balance between optimising the value returned to shareholders and progressively returning cash to shareholders in a timely manner.
The Board, together with OEGen and the Company's financial, tax and legal advisers, has undertaken a detailed review of the relative benefits of either (i) an immediate members' voluntary liquidation of the Company (an "immediate winding-up") or (ii) a change of investment policy to permit a managed winddown and realisation process (during which time the listing of the Company's shares would be maintained) followed by a members' voluntary liquidation (a "managed wind-down"). The review has included assessing whether the approach to realising the Company's investments pursuant to the Realisation Strategy would be the same for each option. The review has also included consideration of different mechanisms and certain potential tax implications for returning cash to shareholders and performing a detailed analysis of the estimated costs associated with each option. The results of the review are that the Board is now recommending shareholders vote in favour of a proposal for the immediate winding-up of the Company by way of a members' voluntary liquidation and the appointment of liquidators (the "Proposal"). Details of the key reasons driving this recommendation (based on the outcome of the Strategic Review and the review of the relative benefits of an immediate winding-up versus a managed wind-down, including feedback from shareholders during the consultation stages) are set out below under the heading 'Reasons why the Board recommends you vote in favour of the Resolution'.
The purpose of this document is to convene the general meeting at which shareholders will be asked to vote on a resolution to wind-up the Company (the "Resolution"). If the Resolution is passed, liquidators will be appointed to realise the Company's investments and return cash to shareholders from time to time (with OEGen appointed to continue to manage the Company's investments through the realisation process) and the listing of the Company's shares will be cancelled.
In the event of a managed wind-down, the Board would have overseen the realisation of AEIT's investments in a manner that sought to achieve a balance between optimising the value returned to shareholders and progressively returning cash to shareholders in a timely manner. As part of that strategy, the Board would have continued to investigate the Company's right to seek compensation for the material asset value loss that it has suffered and the additional professional fees that it has incurred over the last 12 months. The Board has been working closely with the liquidators who will be appointed if the Resolution is passed to ensure an orderly transfer of responsibilities in the event of the Resolution being passed. Following its discussions with OEGen and the liquidators, the Board is satisfied that, on an immediate winding-up, OEGen and the liquidators will adopt a similar approach to the implementation of the Realisation Strategy. Recognising the Board's knowledge of the Company and past events affecting the Company, to assist the liquidators in implementing the Realisation Strategy, including completing the Company's investigations to seek compensation as referred to above, the Directors have agreed to make their services available to the liquidators as required (for which the Directors will be compensated on a time-incurred basis).
If the Resolution is passed, given the significant amount of cash held by the Company, the liquidators would expect to make an initial distribution of cash to shareholders by the end of July 2024, with further payments to follow when the Company's investments are sold, income or capital payments are received from its investments or its requirement to retain cash for contingencies reduces. Based on the cash balance of US\$42 million as at 17 May 2024, and after taking into account the Company's liabilities and capital commitments as at 20 May 2024 and providing for the Company's working capital requirements during liquidation and a retention for contingencies (including the possibility of further delays in completing the 200 MW solar project that forms part of the Rewa Ultra Mega Solar Park (the "RUMS project")), the initial distribution of cash to shareholders is currently estimated to be in the region of US\$20 million (equivalent to 11.4 cents per share), with the actual amount to be determined at the time of the initial distribution to shareholders. Minimal costs will be incurred in making distributions in liquidation.
Prior to liquidation in a managed wind-down, the most likely mechanism for returning cash to shareholders would be via one or more tender offers. Distributions in a managed wind-down are subject to Companies Act considerations which, amongst other things, regulate how net assets and distributable reserves are calculated for the purpose of determining whether or not a public company can make a distribution to shareholders. By way of illustration, if the Company had undertaken a tender offer on 31 March 2024 approximately US\$15 million would have been available for return to shareholders. Whilst, in a managed wind-down, it would be possible to complete a tender offer by the end of July 2024, the aggregate value of an initial tender offer would be determined by the Company's net assets at that time and, accordingly, such amount could be higher or lower than US\$15 million and any subsequent tender offer could be subject to a court-approved reduction in capital (and there is no guarantee that such approval would be granted). The costs incurred in implementing a tender offer would be higher than a distribution in a liquidation and include stamp duty (at the rate of 0.5% of the aggregate tender offer value), professional fees and document costs. To participate in a tender offer, shareholders would be required to take action by tendering their shares and, if they failed to do so, they would not participate in the return of cash (and their pro rata interest in the Company's remaining assets would increase).
As an alternative to a tender offer, consideration was given to the possibility of returning funds in a managed wind-down scenario by way of a so-called 'B share scheme' (a mechanism that would require a bonus issue of redeemable shares which would then be redeemed). However, as well as involving additional complexity compared to a tender offer, it was considered that a B share scheme could give rise to material adverse tax consequences for certain shareholders.
The Board considers that, in the case of the Company, a cash distribution as part of a liquidation offers material advantages compared with a tender offer as the Companies Act considerations referred to above do not apply to distributions in liquidation, and shareholders will benefit from lower costs being incurred in making distributions in liquidation relative to tender offer costs. In addition, a distribution in liquidation is made pro rata to all shareholders, without any action required by shareholders.
Shareholders are also referred to the information below under the heading 'Taxation' for a summary of certain limited aspects of the tax treatment of cash distributions made to shareholders in connection with a members' voluntary liquidation of the Company.
As noted above, a key focus in reviewing the alternative options for implementing the Realisation Strategy has been the relative costs associated with an immediate winding-up versus a managed wind-down. On liquidation, there are immediate cost savings for the Company resulting from the cancellation of its listing and consequential reduced adviser and service provider costs. In particular, the Company would no longer pay listing fees, fees and other costs associated with regular portfolio valuations, annual non-executive director fees, AIFM fees, broker fees, PR fees, audit fees or (after a short handover period to the liquidators) company secretarial and administration fees during the liquidation. The costs associated with reporting and other administrative matters would also be lower during liquidation. A detailed analysis of the relative annualised recurring operating costs of the Company (including the estimated liquidators' costs in the event of an immediate winding-up but excluding investment management fees in both scenarios) has shown that cost savings of approximately US\$1.0 million could be achieved in an immediate winding-up relative to a managed wind-down (prior to liquidation).
OEGen was appointed, with effect from 1 November 2023, to act as the Company's transitional investment manager for an initial period of six months to 30 April 2024, with the appointment thereafter rolling forward until terminated by any of the parties to the investment management agreement giving to the others not less than one month's notice. OEGen's immediate priorities were to assist with finalising the 31 December 2022, 30 June 2023 and 30 September 2023 valuations, 2022 audit and accounts and 2023 interim report and lifting the suspension of admission to listing and trading of the Company's shares as soon as possible, as well as overseeing the construction of the RUMS project, developing a relationship with each of the local asset managers responsible for the Company's investments and undertaking a deep dive of the underlying assets. Those workstreams, with the exception of construction of the RUMS project, are now complete.
On an immediate winding-up, the Company will still require an investment manager to manage its investments and the realisation thereof in an orderly and financially efficient manner. Accordingly, if the Resolution is passed, during the liquidation process the Company (acting through the liquidators) will retain OEGen as the Company's investment manager, enabling the Company to continue to benefit from OEGen's recent experience in the management of, and knowledge of, the Company's portfolio. The team at OEGen will focus on assisting and advising the liquidators in realising, on behalf of all shareholders, the Company's investments, taking into account the objective of achieving a balance between optimising the value returned to shareholders and progressively returning cash to shareholders in a timely manner.
During the period from 1 October 2023 to 30 April 2024, OEGen earned fees equivalent to US\$316,667 per month. The fee arrangements were structured for a transitional investment management role in very difficult circumstances and not with management of a Realisation Strategy in contemplation. The existing investment management agreement with OEGen is currently rolling forward on a month-to-month basis with a management fee of US\$193,000 per calendar month. If the Resolution is passed, the existing
investment management agreement will terminate with effect from 30 June 2024 and the Company, acting by its liquidators, will enter into a new investment management agreement with OEGen with effect from 1 July 2024 which will cater for the services required to be provided by a professional investment manager during the liquidation process.
The fee structure under the new investment management agreement will be as follows:
The new investment management agreement shall be terminable on three months' notice by the Company (acting by its liquidators) or OEGen, with such notice not to expire prior to 31 March 2025, unless all asset sales have been completed before this date in which case the agreement shall expire at the end of the calendar month in which the last asset sale completes.
The Board and its advisers have compared the new fee arrangement with other comparable investment trusts in the sector, including trusts in wind-down, in the context of the Company's net asset value, gross asset value (noting that its gearing level is significantly higher than its peers) and total MW capacity under management; the new fee arrangement is at the high end of the range based on gross asset value but at the low end of the range based on total MW capacity. The Board and its advisers have also considered the new fee arrangement in light of proposals received from other investment manager candidates and a fee proposal from a managed wind-down specialist who could also act as liquidator; the Board and its advisers believe that the new fee arrangement compares favourably with that proposal.
In the particular circumstances in which the Company finds itself, the Board does not believe that any cost savings potentially attainable from alternative investment management options would outweigh the benefits of continuing with OEGen, including giving consideration to the in-depth work on the Company's investments which OEGen has undertaken in recent months and the level of expertise it has in the portfolio, which would not be possible to replace in the short term. If alternative investment management arrangements were sought, commencing implementation of the Realisation Strategy would most likely have to be delayed.
The Board and its advisers believe that the new fee structure incentivises the realisation of the Company's investments in a manner that seeks to achieve an appropriate balance between value realised and timing of realisations, while fairly remunerating OEGen for its services, and that OEGen remains the best candidate to deliver the optimum result for shareholders.
For the reasons set out above, the Directors believe that an immediate winding-up, rather than a managed wind-down, is the best strategy for optimising the value returned to shareholders and progressively returning cash to shareholders in a timely manner. Accordingly, the Directors unanimously recommend shareholders vote in favour of the Resolution to be proposed at the General Meeting.
The Company's register of members will be closed at 6.00 p.m. on 13 June 2024. Applications will be made to the FCA for the suspension of the listing of the Company's shares on the Official List and to the London Stock Exchange for suspension of trading in the Company's shares, both at 7.30 a.m. on 14 June 2024.
The last day for dealings in the Company's shares on the London Stock Exchange on a normal rolling twoday settlement basis will be 11 June 2024. After 11 June 2024, dealings should be for cash settlement only and will be registered in the normal way if the transfer, accompanied by the documents of title, is received by the Company's Registrars, Computershare Investor Services PLC, by close of business on 13 June 2024. Transfers received after that time will be returned to the person lodging them and, if the Resolution is passed, the original holder will receive any proceeds from distributions made by the liquidators.
If the Resolution is passed, the Company (acting through its liquidators) will make an application for the cancellation of the admission of its shares to listing on the Official List and to trading on the main market of the London Stock Exchange immediately following the General Meeting with the cancellation expected to take effect at 8.00 a.m. on 17 June 2024. After the liquidation of the Company and the making of the final distribution (if any) to shareholders, existing certificates in respect of the Company's shares will cease to be of value and any existing credit of the shares in any stock account in CREST will be redundant.
Shareholders should take into account the following when considering the Proposal (most of which considerations would also apply in the event the Company were to enter into managed wind-down followed by liquidation):
balance is best achieved by retaining some or all of the investments for a longer period of time and selling them at a later date. Accordingly, there can be no guarantee as to how long it will take until full realisation of the Company's portfolio is achieved and any final distribution made by the liquidators.
The following paragraphs, which are intended as a general guide only, are not exhaustive, and do not constitute legal or tax advice. They are based on the Company's understanding of current UK legislation and published HMRC practice, both of which are subject to change possibly with retrospective effect. They summarise certain limited aspects of the UK tax treatment of cash distributions made by the Company to shareholders in connection with the proposed members' voluntary liquidation of the Company. They relate only to the position of individual and corporate shareholders who hold their ordinary shares beneficially as an investment and (except in so far as express reference is made to the treatment of non-UK residents) who are at all relevant times resident (and, in the case of individuals, domiciled) solely in the UK for UK tax purposes.
A shareholder who receives a distribution of cash in the course of the members' voluntary liquidation should generally be treated as making a disposal or part disposal of their ordinary shares for the purposes of UK taxation of chargeable gains which may, depending on such shareholder's individual circumstances (including the availability of exemption, allowance or relief), give rise to a chargeable gain or loss for the purposes of UK taxation of chargeable gains.
Shareholders who are not resident in the UK for UK tax purposes should not generally be subject to UK tax on chargeable gains on a disposal, or part disposal, of their ordinary shares unless such ordinary shares are used, held or acquired for the purposes of a trade, profession or vocation carried on in the UK through a branch or agency or, in the case of a corporate shareholder, through a permanent establishment. It should however be noted that, in certain circumstances, an individual shareholder who is only temporarily non-UK resident may, on re-establishing UK tax residence, be subject to capital gains tax in respect of disposals which occurred in the period of temporary non-residence.
The UK tax code contains provisions which permit HMRC to counteract tax advantages arising from certain transactions in securities by (among other things) treating some or all of the proceeds of capital disposals as distributions of income. Generally speaking, these provisions should not apply where it can be shown that the transactions in question were entered into for genuine commercial reasons and did not involve as one of their main objects or purposes the obtaining of a tax advantage. Shareholders are advised to take independent advice as to the potential application of these and other anti-avoidance provisions in the light of their own particular circumstances. Application has not been made to HMRC for clearance as to these matters.
The following paragraphs, which are intended as a general guide only, are not exhaustive and do not constitute legal or tax advice. They are based on the Company's understanding of current Indian tax law. It should be noted that tax law may change, possibly with retrospective effect. The paragraphs below summarise certain limited aspects of the anticipated Indian tax treatment of cash distributions made by the Company to shareholders in connection with the proposed members' voluntary liquidation of the Company. They relate only to the position of individual and corporate shareholders who hold their ordinary shares beneficially as an investment, who are not resident for tax purposes in India and who do not hold their shares in connection with or forming part of any permanent establishment in India. Shareholders should note that there can be no guarantee that the tax authorities in India will agree with the comments in the following paragraphs.
Shareholders are advised to take independent advice in relation to the tax implications of any matters set out in this document and to consult an appropriate professional tax adviser. Furthermore, it should be noted that the paragraphs below deal only with the position under domestic Indian tax law and do not consider any tax treaties that may be in place between India and the country/state of which the shareholders are tax residents. Where relevant, shareholders should seek professional advice as to the applicability and relevance for them of any tax treaties with India.
India levies tax on capital gains arising from the indirect transfer of a capital asset situated in India. Under the Indian tax law, a transfer of shares in a foreign (i.e. non-Indian) company may be considered to be an indirect transfer of Indian assets if the foreign company derives its value substantially from assets located in India. A foreign company is deemed to derive its value substantially from assets located in India if the value of such Indian assets: (i) exceeds INR 100 million; and (ii) represents at least 50% of the value of all the assets owned by such foreign company.
Therefore, if the value of the Indian assets of the Company exceeds 50% of the value of all the assets of the Company (determined as per the methodology specified under the Indian tax laws), there is a possibility that shareholders of the Company may be liable to pay capital gains taxes in India on any gain arising from the transfer of their shares in the Company. The rate of taxation depends on the nature of the shareholder making the transfer and the period for which the shares have been held by the shareholder before the transfer, and ranges from 10% to 40% together with applicable surcharge and cess. However, shareholders holding less than 5% of the Company's shares in the 12 months preceding the date of transfer of shares and who do not hold any rights of management or control in the Company would not be subject to said capital gains tax in India from an indirect transfer of shares.
The Company has been advised that the liquidation of the Company pursuant to the proposed members' voluntary liquidation, and the receipt of distributions by the shareholders from the Company in the course of the liquidation, should not be treated as involving a transfer by the shareholders of their shares in the Company for the purposes of the Indian tax provisions described above relating to indirect transfers of Indian assets. Accordingly, the Company has been advised that shareholders in the Company who are not resident for tax purposes in India (and who do not hold their shares in connection with or forming part of any permanent establishment in India) should not be subject to Indian capital gains tax under those provisions.
The Company has also been advised that any cash distributions received pursuant to the proposed members' voluntary liquidation by shareholders of the Company who are not resident for tax purposes in India (and who do not hold their shares in connection with or forming part of any permanent establishment in India) should not be treated as dividends or any other form of income accruing, arising or received in India or deemed to accrue, arise or be received in India and, accordingly, such distributions should not be subject to Indian income tax in the hands of such shareholders.
The General Meeting will be held at the offices of Stephenson Harwood LLP, 1 Finsbury Circus, London EC2M 7SH on Friday, 14 June 2024 at 10.45 a.m. (or, if later, immediately after the conclusion or adjournment of the annual general meeting of the Company to be held on the same day).
The Resolution to be put to the General Meeting is a special resolution to approve the voluntary windingup of the Company, appoint liquidators, agree the basis of their remuneration and instruct the Company Secretary to hold the books to the liquidators' order. A special resolution requires at least 75% of the votes cast to be in favour for the resolution to be passed.
The General Meeting will be held in person. If you decide not to attend the meeting in person, it is important that you do still cast your votes in respect of the business of the meeting and you can do so by voting by proxy in accordance with the instructions set out below under the heading 'Action to be taken in respect of the General Meeting'.
Shareholders will find enclosed with this document a personalised Form of Proxy for use at the General Meeting.
Shareholders are asked to complete and return the Form of Proxy, in accordance with the instructions printed thereon, to the Company's Registrar, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY so as to be received as soon as possible and, in any event, by no later than 10.45 a.m. on Wednesday, 12 June 2024. Alternatively, you may register your proxy appointment electronically by visiting Computershare's website (www.investorcentre.co.uk/eproxy). Electronic proxy appointments must also be lodged no later than 10.45 a.m. on Wednesday, 12 June 2024.
Shareholders are requested to complete and return the Form of Proxy (or vote electronically) whether or not they wish to attend the meeting. The return of the Form of Proxy (or an electronic vote) will not prevent shareholders from attending the meeting and voting in person should they so wish.
For the reasons set out above, the Directors, who have been advised by Smith Square Partners LLP, unanimously recommend shareholders vote in favour of the Resolution to be proposed at the General Meeting. The Directors intend to vote in favour of the Resolution in respect of their holdings of ordinary shares, amounting to 131,000 ordinary shares in aggregate (representing approximately 0.07% of the issued share capital of the Company as at the date of this document).
Yours faithfully
Sue Inglis Chair
(Incorporated in England & Wales with company number 13605841 and registered as an investment company under section 833 of the Companies Act 2006)
Notice is hereby given that a general meeting of Asian Energy Impact Trust plc (the "Company") will be held at the offices of Stephenson Harwood LLP, 1 Finsbury Circus, London EC2M 7SH on Friday, 14 June 2024 at 10.45 a.m. (or, if later, immediately after the conclusion or adjournment of the annual general meeting of the Company to be held on the same day) to consider and, if thought fit, approve the following resolution as a special resolution.
THAT:
JTC (UK) Limited Company Secretary
21 May 2024
Registered Office: The Scalpel 18th Floor 52 Lime Street London EC3M 7AF
Only those shareholders registered in the Company's register of members at:
shall be entitled to vote at the meeting. Changes to the register of members after the relevant deadline shall be disregarded in determining the rights of any person to attend, speak and vote at the meeting.
Information regarding the meeting, including the information required by section 311A of the Companies Act, can be found at www.asianenergyimpact.com.
A member entitled to attend and vote at the meeting convened by the above Notice is entitled to appoint one or more proxies to exercise all or any of the rights of the member to attend and speak and vote in his/her place at the General Meeting. A proxy need not be a member of the Company.
To be valid the form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified or office copy of the same, must be completed and returned in accordance with the instructions printed thereon to the office of the Company's Registrar at The Pavilions, Bridgwater Road, Bristol BS99 6ZY or delivered by hand (during office hours) to the same address as soon as possible and in any event so as to arrive by not later than 10.45 a.m. on Wednesday, 12 June 2024.
If you are not a member of the Company but you have been nominated by a member of the Company to enjoy information rights, you do not have a right to appoint any proxies under the procedures set out in this "Appointment of proxies" section. Please read the section "Nominated persons" below.
You may appoint more than one proxy provided each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. To appoint more than one proxy, you may photocopy the form of proxy enclosed with this Notice of General Meeting or alternatively, please contact the Company's Registrar Computershare Investor Services PLC on 0370 707 1581 with a view to obtaining a duplicate form. You will need to state clearly on each proxy form the number of shares in relation to which the proxy is appointed. Failure to specify the number of shares to which each proxy appointment relates or specifying a number in excess of those held by the shareholder will result in the proxy appointment being invalid. If you wish your proxy to speak on your behalf at the meeting, you will need to appoint your own choice of proxy (not the Chair) and give your instructions directly to them. All forms must be signed and should be returned together in the same envelope.
If you have not received a proxy form and believe that you should have one, or if you require additional proxy forms, please contact Computershare Investor Services PLC on 0370 707 1581.
As an alternative to completing the hard-copy proxy form, you can appoint a proxy electronically by visiting www.investorcentre.co.uk/eproxy. You will be asked to enter the Control Number, the Shareholder Reference Number and PIN and agree to certain terms and conditions. These details can be found on the form of proxy. For an electronic proxy appointment to be valid, Computershare Investor Services PLC must receive your appointment no later than 10.45 a.m. on Wednesday, 12 June 2024.
In the case of joint holders, where more than one of the joint holders completes a proxy appointment, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the first-named being the most senior).
Shareholders may change proxy instructions by submitting a new proxy appointment using the methods set out above. Note that the cut-off time for receipt of proxy appointments also apply in relation to amended instructions; any amended proxy appointment received after the relevant cut-off time will be disregarded.
CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for the meeting and any adjournment(s) of it by using the procedures described in the CREST Manual (available via www.euroclear.com). CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
For a proxy appointment or instructions made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & International Ltd's ("Euroclear") specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by the Company's agent (ID number 3RA50) no later than the deadline specified above. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear does not make available special procedures in CREST for any particular message. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member, or has appointed a voting service provider(s), to procure that their CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
A shareholder may revoke a proxy instruction but to do so you will need to inform the Company in writing by sending a signed hard copy notice clearly stating your intention to revoke your proxy appointment to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY. In the case of a shareholder which is a company, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy of such power or authority) must be included with the revocation notice.
Computershare Investor Services PLC must receive the revocation notice no later than 10.45 a.m. on Wednesday, 12 June 2024.
If you attempt to revoke your proxy appointment but the revocation is received after the time specified, your original proxy appointment will remain valid unless you attend the meeting and vote in person.
Appointment of a proxy does not preclude you from attending the meeting and voting in person. If you have appointed a proxy and attend the General Meeting in person, your proxy appointment will automatically be terminated.
A corporation which is a shareholder can appoint one or more corporate representatives who may exercise, on its behalf, all its powers as a shareholder provided that no more than one corporate representative exercises powers over the same share.
If you are a person who has been nominated under section 146 of the Companies Act to enjoy information rights:
You may have a right under an agreement between you and the shareholder of the Company who has nominated you to have information rights (the "Relevant Shareholder") to be appointed or to have someone else appointed as a proxy for the meeting.
If you either do not have such a right or if you have such a right but do not wish to exercise it, you may have a right under an agreement between you and the Relevant Shareholder to give instructions to the Relevant Shareholder as to the exercise of voting rights.
Your main point of contact in terms of your investment in the Company remains the Relevant Shareholder (or, perhaps, your custodian or broker) and you should continue to contact them (and not the Company) regarding any changes or queries relating to your personal details and your interest in the Company (including any administrative matters). The only exception to this is where the Company expressly requests a response from you.
The rights relating to proxies set out above do not apply directly to nominated persons.
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 no voting indication is given, your proxy will vote 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.
As at close of business on 20 May 2024, which is the latest practicable date before publication of this Notice of General Meeting, the Company's issued share capital comprised 175,684,705 ordinary shares of USUS\$0.01 each. Each ordinary share carries the right to one vote at a general meeting of the Company and, therefore, the total number of voting rights on that date is 175,684,705. No shares are held in treasury.
The Company's website will include information on the number of shares and voting rights.
Any member attending the meeting has the right to ask questions. The Company must answer any question you ask relating to the business being dealt with at the meeting unless:
Voting on the resolution will be conducted by way of a poll. As soon as practicable following the meeting, the results of the voting will be announced via a regulatory information service and also placed on the Company's website.
Except as provided above, shareholders who have general queries about the meeting should telephone Computershare Investor Services PLC on 0370 707 1581. Calls are charged at the standard geographic rate and will vary by phone provider. Calls outside the United Kingdom will be charged at the applicable international rate. Computershare Investor Services PLC are open between 09:00 - 17:30, Monday to Friday excluding public holidays in England and Wales. No other methods of communication will be accepted.
You may not use any electronic address provided in this Notice of General Meeting, or in any related documents for communicating with the Company for the purposes other than those expressly stated.
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