Pre-Annual General Meeting Information • May 21, 2025
Pre-Annual General Meeting Information
Open in ViewerOpens in native device viewer

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to any matter referred to in this document or as to the action you should take, you should seek financial advice from a stockbroker, bank manager, solicitor, accountant or other independent professional advisor authorised under the Financial Services and Markets Act 2000, as amended, if you are resident in the United Kingdom or, if you are not resident in the United Kingdom, from another appropriately authorised independent professional adviser.
If you have sold or otherwise transferred all your shares in Foresight Solar Fund Limited (the "Company"), please pass this document as soon as possible to the purchaser or transferee or to the stockbroker, bank or other person who arranged the sale or transfer so they can pass this document to the person who now holds the shares.
(a company incorporated in Jersey, Channel Islands under the Companies (Jersey) Law 1991 (as amended) with registered number 113721)
Place of AGM: the offices of JTC House, 28 Esplanade, St. Helier, Jersey, JE2 3QA
The Board is encouraging all Company shareholders (the "Shareholders") to vote on the resolutions to be proposed at the AGM in advance by form of proxy. To be valid, any proxy form accompanying this document or other instrument appointing a proxy ("Form of Proxy"), together with any power of attorney or other authority under which it is signed or a certified copy thereof, must be completed and received by post (during normal business hours only), or by hand at Computershare Investor Services (Jersey) Limited, The Pavilions, Bridgwater Road, Bristol, BS99 6ZZ, or if a CREST member via the CREST electronic proxy appointment service no later than 09:30 a.m. on Friday, 13 June 2025.
Directors
Alexander Ohlsson (Chair) Chris Ambler Ann Markey Lynn Cleary Anthony Roper Paul Masterton
21 May 2025
Dear Shareholder
Following the publication of the Company's annual report and audited financial statements for the year ending 31 December 2024 (the "2024 Annual Report"), please now find enclosed the notice of the Company's annual general meeting (the "AGM") on pages 10 to 11 of this document (the "Notice of AGM"). The AGM will be held at the offices of JTC House, 28 Esplanade, St. Helier, Jersey, JE2 3QA at 09:30 a.m. on Tuesday, 17 June 2025, to transact the business set out in the Notice of AGM.
The purpose of this letter is to outline the arrangements that will be in place at this year's AGM and to provide you with further details in relation to its business.
The AGM will proceed through the conduct of the formal business (consisting of voting on the resolutions proposed in the Notice of AGM) to meet the requirements of the Company's current Articles of Association (the "Articles") and as set out below:
Of course, if circumstances change and the Board is compelled to make special arrangements in relation to the conduct of the AGM, the Company will notify Shareholders of any changes to the proposed format as soon as possible via an RNS announcement and on the Company's website.
The recommended action that you should take now is to vote on the Resolutions by completing the accompanying Form of Proxy.
Shareholders are asked to complete and return the Form of Proxy in accordance with the instructions printed on it. Shareholders may cast proxy votes online by registering at www.investorcentre.co.uk/eproxy. Shareholders will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN, and agree to certain terms and conditions as detailed on the Form of Proxy. Further, Shareholders may also send their completed Form of Proxy to Computershare Investor Services (Jersey) Limited, The Pavilions, Bridgwater Road, Bristol, BS99 6ZZ. All proxy votes must be submitted by no later than 09:30 a.m. on Friday, 13 June 2025.
If you have a question relating to the business of the AGM or a question for the Board or the Investment Manager that you had been planning to ask at the AGM, please send it by email to [email protected]. To the extent that it is appropriate to do so, we will respond to any questions received in a Q&A response that will be posted on the Company's website in advance of the AGM. Please note all questions should be submitted by close of business on Thursday, 12 June 2025.
The Board considers that Resolutions 1-14 to be proposed at the AGM are in the best interests of the Company and its Shareholders. The Board does not consider a vote in favour of Resolution 15 to be in the best interests of the Company or its Shareholders.
Accordingly, the Board unanimously recommends Shareholders vote in favour of the Resolutions, except for Resolution 15, to be proposed at the AGM as each of the Directors intend to do in relation to the Ordinary Shares in respect of which they have voting control. The Board unanimously recommends that Shareholders DO NOT VOTE IN FAVOUR of RESOLUTION 15 and instead VOTE AGAINST it. Each Director entitled to vote intends to vote against this resolution.
The Board's full voting recommendations are detailed in the table below:
| Ordinary Resolutions: | For | Against | ||
|---|---|---|---|---|
| 1 | To receive and adopt the Company's annual accounts for the financial year ended 31 December 2024 together with the Directors' report and Auditors' report on those accounts |
✓ | ||
| 2 | That the Directors' Remuneration Report (excluding the Directors' Remuneration Policy), as set out on pages 105 to 106 of the Company's annual report and audited financial statements for the financial year ended 31 December 2024, be approved |
✓ | ||
| 3 | To approve the Directors' Remuneration Policy, as set out on page 105 of the Company's annual report and audited financial statements for the financial year ended 31 December 2024, which takes effect immediately after the end of the annual general meeting |
✓ | ||
| 4 | To approve the Dividend Policy as set out on page 5 of the circular to Shareholders dated 21 May 2025 |
✓ | ||
| 5 | To re-appoint Alexander Ohlsson as a Director of the Company | ✓ | ||
| 6 | To re-appoint Ann Markey as a Director of the Company | ✓ | ||
| 7 | To re-appoint Lynn Cleary as a Director of the Company | ✓ | ||
| 8 | To elect Paul Masterton as a Director of the Company | ✓ | ||
| 9 | To elect Anthony Roper as a Director of the Company | ✓ | ||
| 10 | To re-appoint KPMG LLP as the Company's auditors to hold office from the conclusion of this annual general meeting until the conclusion of the next annual general meeting at which accounts are laid before the Company |
✓ | ||
| 11 | To authorise the Directors of the Company to determine the auditors' remuneration |
✓ | ||
| Special Resolutions: | ||||
| 12 | To grant the Directors authority to allot on a non pre-emptive basis ordinary shares up to 10% of the Company's issued share capital |
✓ | ||
| 13 | To generally and unconditionally authorise the Company, pursuant to and in accordance with article 57 of the Companies (Jersey) Law 1991, to make market purchases of its own ordinary shares up to 14.99% of the aggregate number of Ordinary Shares in issue |
✓ | ||
| 14 | That, subject to resolution 13 being passed, the Company be and is hereby generally and unconditionally authorised to cancel any shares it repurchases pursuant to resolution 13 or, pursuant to Article 58A(1)(b) of the Companies (Jersey) Law 1991, hold such shares it repurchases as treasury shares |
✓ | ||
| 15 | That the Company cease to continue in its present form under Article 168 of its Articles of Association. |
✓ |
The Companies (Jersey) Law 1991(as amended) (the "Companies Law") requires the Directors of Foresight Solar Fund Limited to lay copies of the annual report, Directors' report and auditors' report in respect of each financial year before the Company in a general meeting. These are contained in the 2024 Annual Report. Accordingly, a resolution to receive the 2024 Annual Report is included as an ordinary resolution. As described above, Shareholders are invited to send any questions they may have on the 2024 Annual Report to the Board in advance of the AGM. To the extent that it is appropriate to do so, we will respond to such questions in a Q&A response that will be posted on the Company's website in advance of the AGM.
The Directors' Remuneration Report can be found on pages 105 to 106 of the 2024 Annual Report and is subject to an advisory vote by Shareholders, which is proposed as an ordinary resolution. It details the payments that have been made to the Company's Directors during the financial year, in accordance with the current remuneration policy.
The Remuneration Report is presented to Shareholders within the Company's annual reports and audited financial statements on an annual basis.
The Directors' Remuneration Policy can be found on page 105 of the 2024 Annual Report and is subject to a binding vote by Shareholders. If approved, the policy will take effect immediately following the AGM.
Resolution 4 proposes to approve the Company's existing dividend policy to pay four interim dividends per year.
Under the Articles, the Board is authorised to approve the payment of interim dividends without the need for the prior approval of Shareholders.
Having regard to best practice relating to the payment of interim dividends without the approval of a final dividend by Shareholders, the Board has decided to seek express approval from Shareholders of its dividend policy to pay four interim dividends per year.
It should be noted that the dividend policy is not a profit forecast and dividends will only be paid to the extent permitted in accordance with the Companies Law and the Company's Articles.
In line with the AIC Code of Corporate Governance, existing directors Alexander Ohlsson, Ann Markey, and Lynn Cleary will stand for re-election by Shareholders. This will be the last time Alexander Ohlsson stands for re-election. He has communicated his intention to step down as Chair and Non-Executive Director in September 2025 following a period of transition. The existing director Chris Ambler will retire from office from the conclusion of the annual general meeting on 17 June 2025.
The Board appointed Anthony Roper and Paul Masterton as Directors with effect from 21 November 2024. Anthony Roper and Paul Masterton will stand for election by Shareholders at the AGM.
Brief biographies of each Director, who are all independent, standing for election or re-election can be found on page 85 of the 2024 Annual Report. Full biographies of the Directors, who are all independent, are available on the Company's website.
Resolution 10 relates to the appointment of KPMG LLP as the Company's auditors to hold office until the conclusion of the Company's next annual general meeting. This Resolution is recommended by the Company's Audit and Risk Committee and endorsed by the Board.
Accordingly, it is proposed, as an ordinary resolution, the appointment of KPMG LLP as the Company's auditors.
Similarly, Resolution 11 seeks authorisation for Directors, upon recommendation from the Company's Audit and Risk Committee, to fix the auditors' remuneration.
The Directors, having regard to the Audit and Risk Committee's recommendation, consider the level of consultancy-related non-audit fees when compared to audit fees for work undertaken by KPMG LLP to be appropriate for the advisory work required to be undertaken for the period ended 31 December 2024, and that these do not create a conflict of interest on the part of the independent auditors.
Resolution 12 seeks to renew the Company's authority to allot ordinary shares of no par value in the capital of the Company ("Ordinary Shares"), including the Ordinary Shares held in treasury, for cash on a non-pre-emptive basis. Accordingly, if passed, Resolution 12 authorises the Board to allot, on a non-pre-emptive basis, up to 60,995,872 Ordinary Shares, representing approximately 10 per cent. of the issued Ordinary Share capital of the Company as at the date of the Notice of AGM.
The Board believes that the passing of Resolution 12 is in Shareholders' best interests given that:
The authority granted pursuant to Resolution 12 will expire on the earlier of the next annual general meeting of the Company or on the date falling 18 months from the date of the passing of the Resolution. The Board considers it important to have the flexibility to raise capital to enable the Company to respond to market developments and conditions.
As at 16 May 2025, the Company held 52,736,813 Ordinary Shares in treasury, representing 8.6 per cent. of the Company's issued Ordinary Share capital.
Resolution 13 seeks authority for the Company to make market purchases of its own Ordinary Shares and is proposed as a special resolution. If passed, the Resolution gives authority to the Company to purchase up to 83,527,563 of its Ordinary Shares, or, if less, 14.99 per cent. of the Company's issued Ordinary Share capital immediately prior to the passing of the Resolution (excluding treasury shares).
Resolution 13 specifies the minimum and maximum prices which may be paid for any Ordinary Share purchased under this authority. The authority will expire on the earlier of the next annual general meeting of the Company or on the date falling 18 months from the date of the passing of the Resolution.
Further, Resolution 14 will, if passed, authorise the Company to cancel or to hold any such Ordinary Shares it repurchases pursuant to Resolution 13 as treasury shares to be dealt with in accordance with the provisions of the Companies Law as the Board sees fit.
In light of the current market conditions, the Board believes that the Company should continue to have the option to repurchase its Ordinary Shares. Any such purchases will only be made through the market for cash at prices below the estimated prevailing net asset value per Ordinary Share when the Directors believe such purchases will result in an increase in the net asset value per Ordinary Share and when such purchases are in Shareholders' best interests by addressing an imbalance in the demand and supply of Ordinary Shares available in the market at a particular point in time.
From May 2023, when the Company's share buyback programme started, to 31 March 2025, the Company repurchased approximately 50 million shares at an average price of 90.5p per share, adding 2.6 pence per share of value to net asset value. The Board currently intends to place any Ordinary Shares purchased into treasury under this authority.
The Company does not have any options or outstanding share warrants.
In accordance with the Articles, the Company's discount control policy provides that if, in any financial year, the Ordinary Shares have traded, on average, at a discount in excess of ten per cent. to the Net Asset Value per Share, the Board will propose a special resolution at the next annual general meeting that the Company cease to continue in its present form.
The macroeconomic challenges that afflicted the listed renewable energy infrastructure sector continued in 2024. During the 12 months, the sector traded at an average discount to net asset value of 22 per cent. The Company's Ordinary Shares were not immune to the turmoil and traded over the same period, on average, at a discount of 24 per cent.
The Board is, therefore, required to propose this special resolution. To pass, at least a two-thirds majority of votes cast must be in favour of discontinuation of the Company in its current form.
Addressing the share price discount relative to the Company's Net Asset Value is the Board's and the Investment Manager's key priority. Steps have been taken to remedy the discount and address varying Shareholder needs. These measures are a combination of longer-standing initiatives and more recent actions that require time to yield positive results:
A key initiative for the Company has been the share buyback programme (further details of which are noted above), which, with an allocation of £50 million – approximately 8% of current NAV –, remains one of the sector's largest relative to fund size, and added the equivalent of 2.6 pence per share to the Company's Net Asset Value.
Foresight Solar is actively progressing its divestment programme following the initial sale of a 50% stake in the Lorca portfolio in Spain at a 21% premium to holding value. In line with the Board's stated capital allocation approach, proceeds from disposals will be allocated to pay down the Company's revolving credit facility and return cash to investors.
The divestment of the Australian portfolio's 170MW of operational solar and 122MWp of development-stage BESS remains a priority. Progress has taken longer than initially envisaged due to delays in the delivery of third-party technical inputs needed for Australia's complex electricity network. Whilst advancing the transaction is crucial, the Board and the Investment Manager want to ensure the portfolio is positioned in the best way possible to maximise value for Shareholders.
To generate additional liquidity, the Board extended the Company's disposal programme to include at least another 75MW of operational assets. The Investment Manager has prepared the relevant projects and will commence the sale process by the end of this quarter. The Directors will continue to play a hands-on role in the decision-making.
Reducing interest costs, minimising commitment fees and limiting refinancing risk have been key considerations for Directors. In 2024, the Investment Manager' active balance sheet management saved approximately £440,000 in interest expense by optimising the drawdown of the revolving credit facility.
The Directors also sought to more closely align the Investment Manager's interests with that of investors. Following productive negotiations with Foresight Group, the Board announced a new management fee arrangement that, based on the latest NAV and current share price, delivers annualised savings of approximately 18% in relation to the previous structure.
The disposal of assets among renewable infrastructure investment trusts to return capital to shareholders will result in a smaller sector with fewer participants. As previously outlined, the Board believes consolidation will be a major feature in the year ahead to create larger, more liquid vehicles that continue to provide exposure to an appealing asset class. The Directors are fully aware of the benefits successful consolidation can deliver and have been actively focusing on it as a key objective.
Despite the challenging macroeconomic outlook, the Company has consistently delivered on its investment objective of providing investors with a sustainable, progressive quarterly dividend and enhanced capital value, whilst facilitating climate change mitigation and the transition to a lower carbon economy. In its 11 years, the Company has increased its dividend by 35 per cent. and has never missed a quarterly payment. Payouts have been consistently covered by cash generated from the portfolio, providing reliable yield to investors.
Looking ahead, the Company has allocated a modest amount to build its proprietary pipeline of development-stage projects with the aim of driving future growth and enhancing returns for Shareholders over time. In 2024, it established a framework agreement to practically double its pipeline in Spain, with tangible results oncoming as the first solar project is expected to reach ready-to-build status later this year and results from grid capacity awards to BESS projects announced soon.
As previously communicated, the Board, together with the Investment Manager, believes that the prices at which the Ordinary Shares trade at do not reflect the value of the Company's investment portfolio nor its potential for earnings and capital growth. Despite the market turbulence, the Directors believe the future for investment in renewable energy remains positive. The sector is backed by supportive governments in the UK and in mainland Europe as they expect to quickly electrify their economies.
The Directors continue to progress options, including consolidation, to deliver the best possible result for the majority of Shareholders. The Company's continuation in its present form, and support from Shareholders for its continued operation, provides greater conviction to allow discussions to continue and to improve the likelihood of the Board delivering the best potential outcome for investors.
The Directors are, therefore, unanimously recommending Shareholders VOTE AGAINST the cessation of the Company so that it may continue in its present form. If this Resolution is not passed (and Shareholders vote against this Resolution for the cessation of the Company), the Company will continue to implement its investment strategy, seeking to deliver income and growth to Shareholders over the long term.
If Shareholders vote in favour of this Resolution and ultimately decide the Company should cease to continue in its present form, the Directors will be required to formulate proposals to be put to Shareholders at a General Meeting to be held within four months of the AGM to wind down or otherwise reconstruct the Company, bearing in mind the illiquid nature of the underlying assets.
All Shareholders whose names appear on the register of members at the record date shown below are encouraged to vote via proxy in advance of the AGM.
Accordingly, please register your proxy appointment electronically at www.investorcentre.co.uk/ eproxy:
In each case, your completed proxy appointment must be received by the Registrar no later than 09:30 a.m. on Friday, 13 June 2025. In the event you require a new Form of Proxy, please request a hard copy Form of Proxy from the Registrar (see note 3 to the Notice of AGM).
| Date on which all proxies must be received | 09:30 a.m. on Friday, 13 June 2025. |
|---|---|
Record date to vote at the AGM close of business on Friday, 13 June 2025.
Shareholders' attention is drawn to the Resolutions to be proposed at the AGM as set out in the Notice of AGM and the corresponding notes set out below. Resolutions 1 to 11 will be proposed as ordinary resolutions requiring a simple majority of the Shareholders voting to be passed and Resolutions 12 to 15 will be proposed as special resolutions requiring (in accordance with the Company's Articles) to be approved by not less than two-thirds of those voting.
Shareholder's attention is drawn to Resolution 15, which is required to be put to Shareholders in accordance with the Company's Articles and relates to the discontinuation of the Company. If Shareholders do not want the Company to cease to operate and wish that it continue in its present form, they should VOTE AGAINST Resolution 15.
If you have any questions to put to the Board or the Investment Manager, please contact the Company Secretary by email: [email protected] no later than close of business on Thursday, 12 June 2025.
Yours faithfully,
Alexander Ohlsson – Chair Foresight Solar Fund Limited
21 May 2025
Notice is hereby given that the Annual General Meeting of Foresight Solar Fund Limited (the "Company") will be held at JTC House, 28 Esplanade, St. Helier, Jersey, JE2 3QA at 09:30 a.m. on Tuesday, 17 June 2025 to transact the business set out in the resolutions below.
Ordinary resolutions 1 to 11 (inclusive) require at least 50 per cent. of the votes cast to be in favour to pass. Special resolutions 12 to 15 (inclusive) require at least a two-thirds majority of the votes cast to pass.
securities in pursuance of any such offer or agreement as if the power conferred hereby had not expired; and
By order of the Board
Alexander Ohlsson – Chair Foresight Solar Fund Limited
21 May 2025
Registered Office: 28 Esplanade, St Helier, Jersey JE2 3QA Registered Number: 113721
1.1. Only those Shareholders registered in the Company's register of members as at:
1.1.1. close of business on Friday, 13 June 2025; or
2.1. Information regarding the meeting can be found on the 'Reports and publications section of the Company's website at www.foresightsolar.com/reports-and-publications.
appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.
4.1. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by following the procedures described in the CREST manual which can be viewed at www.euroclear.com/CREST. 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 provider(s), who will be able to take the appropriate action on their behalf. For a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear's 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 an amendment to the instruction given to a previously appointed proxy must, to be valid, be transmitted so as to be received by the issuer's agent (CREST ID) by not later than 09:30 a.m. on Friday, 13 June 2025. 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.
5.1. A corporation which is a Shareholder is entitled under the Companies (Jersey) Law 1991 and the Company's Articles of Association to 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.
7.1. Shareholders are invited to submit their questions, in advance of the AGM, to [email protected]. To the extent that it is appropriate to do so, we will respond to any questions received in a Q&A response that will be posted on the Company's website in advance of the AGM. Please note all questions should be submitted by close of business on Thursday, 12 June 2025.
8.1. The votes on the resolutions being proposed at the AGM will be conducted by way of a poll. As soon as practicable following the AGM, the results of the voting will be announced via an RNS announcement and placed on the Company's website.
9.3. Copies of the letters of appointment of the Non-Executive Directors are available for inspection at the Company's registered office during normal business hours.
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.