AGM Information • May 1, 2025
AGM Information
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If you are in any doubt about the contents of this document or 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 (the "Ordinary Shares") of £0.01 each in the capital of Gresham House Energy Storage Fund plc, 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 Ordinary Shares, except that such documents should not be sent to any jurisdiction under any circumstances where to do so might constitute a violation of local securities laws and regulations. If you have sold or transferred or otherwise disposed of only part of your holding of shares in the Company, you should retain this Circular and the accompanying Form of Proxy and consult the stockbroker, bank or other agent through whom you made the sale, transfer or disposal.
(incorporated in England & Wales registered number 11535957 and registered as an investment company within the meaning of Section 833 of the Companies Act 2006)
NOTICE OF THE ANNUAL GENERAL MEETING OF GRESHAM HOUSE ENERGY STORAGE FUND PLC (THE "AGM") TO BE HELD:
Place: 154 - 160 Fleet Street, Blackfriars, London, EC4A 2DQ
To be valid, Forms of Proxy for use at the Annual 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 by not later than 11.30am on Friday, 20 June 2025.
(incorporated in England & Wales registered number 11535957 and registered as an investment company within the meaning of Section 833 of the Companies Act 2006)
Directors: John Leggate CBE Isabel Liu Duncan Neale Cathy Pitt David Stevenson
Registered Office: The Scalpel 18th Floor 52 Lime Street London EC3M 7AF
Date: 1 May 2025
Following the publication of the Company's annual report and financial statements for the year ending 31 December 2024 (the "2024 Annual Report"), please find enclosed the notice of the annual general meeting (the "Notice of AGM") of Gresham House Energy Storage Fund plc (the "Company") which will be held at 154 - 160 Fleet Street, Blackfriars, London, EC4A 2DQ at 11:30am on Tuesday, 24 June 2025, to transact the business set out in the resolutions below (the "Resolutions").
The Notice of AGM sets out the Resolutions to be considered at the meeting and the purpose of this Circular is to explain certain elements of those Resolutions to you.
The AGM will be held in person and the Board welcomes the opportunity to engage with those shareholders in the Company (the "Shareholders") who choose to attend the AGM this year.
The AGM will proceed as set out below:
If for any reason circumstances change, the Company will consider these changes and, if it is appropriate, notify Shareholders of any changes to the proposed format for the AGM as soon as possible via an RIS announcement and on its website.
The Companies Act 2006 (the "Companies Act") requires the directors of a public company to lay before the company in general meeting copies of the annual report, directors' report and its auditor's report in respect of each financial year. These are contained in the 2024 Annual Report. Accordingly, a resolution to receive the 2024 Annual Report is included as an ordinary resolution.
The Directors' remuneration report can be found on pages 76 to 80 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 Directors during the year, in accordance with the current remuneration policy.
Resolution 3 proposes to approve the Company's dividend policy.
Under the Company's articles of association (the "Articles of Association"), the Board is authorised to approve the payment of interim dividends without the need for the prior approval of Shareholders.
Having regard to corporate governance best practice relating to the payment of interim dividends without the approval of a final annual dividend by Shareholders, the Board has decided to seek express approval by way of ordinary resolution from Shareholders of its dividend policy to pay up to four quarterly interim dividends per year. This dividend policy with respect to the last financial year remains unchanged to that disclosed in the prospectus (comprising a summary, registration document and securities note) published by the Company on 25 May 2022, save that the Company has not paid an interim dividend since the last interim dividend paid on 21 December 2023 in relation to Q3 2023.
Under normal circumstances and in accordance with the Company's dividend policy, the Board would expect to pay up to four quarterly interim dividends per year. The Board will rely on this authority to pay interim dividends as soon as the Company is able to.
It should be noted that the dividend policy (and the Company's target dividend) is not a profit forecast. Payment of dividends will depend on the Company's capital allocation priorities, market conditions, the Company's net income and the Company's ongoing charges ratio. Dividends will only be paid to the extent permitted in accordance with the Companies Act.
It is the policy of the Board to stand for re-election on an annual basis. Each of the existing Directors, John Leggate, Isabel Liu, Duncan Neale, Cathy Pitt and David Stevenson will therefore retire from office with effect from the conclusion of the AGM unless re-elected and will stand for re-election by the Shareholders by means of ordinary resolution.
Following an evaluation of the Directors conducted during the year, the Board believes that each Director offering him or herself for re-election continues to make an effective and valuable contribution and demonstrates commitment to the role.
John Leggate has a breadth of board experience. The Board believes that he brings a positive view of engaging with, and responding to, changing market dynamics and that he is highly motivated to deliver value to all shareholders.
Isabel Liu has extensive experience in all phases of direct investment in infrastructure, including in renewable energy in the UK and around the world. This experience, together with her work as Chair of the Management Engagement Committee, enable her to contribute effectively to Board discussions on project resourcing and financing, forecasts, valuations, and governance, and thus to contribute effectively to the Company's long-term sustainable success.
Duncan Neale has financial expertise, including experience working as a Finance Director & CFO in the energy sector. Duncan's work as Chair of the Audit Committee enables him to contribute effectively to Board discussions covering valuation, the performance of the Company and risk, which together aid the long-term success of the Company.
Cathy Pitt's legal expertise, transaction experience and knowledge of the investment trust sector, as well as her work as Chair of the Nomination Committee, enable her to contribute effectively to Board discussions and governance enhancement, both of which are important to the Company's long-term sustainable success.
David Stevenson's knowledge of the investment industry, and experience of communicating with the end investor through various marketing and communications channels, as well as his work as Chair of the Remuneration Committee and his work with other boards, enable him to contribute effectively to Board discussions and to the Company's long-term sustainable success.
Brief biographies of each member of the Board standing for re-election can be found on page 60 to 61 of the 2024 Annual Report.
Resolution 9 relates to the appointment of BDO 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 committee and endorsed by the Board. Accordingly, it is proposed, as an ordinary resolution, to appoint BDO LLP as the Company's auditors. Similarly, resolution 10 authorises the Directors, upon recommendation from the Company's Audit Committee, to fix the auditors' remuneration and is also proposed as an ordinary resolution.
The Board of Directors is proposing to increase the maximum aggregate amount potentially payable to Directors by way of fees for their services as Directors under Article 101 of the Articles of Association from £500,000 to £550,000.
As explained in the Annual Report, the Board is currently engaged in succession planning and is particularly focussed on delivering a smooth transition as a number of the incumbent directors are due to retire in the coming years as their tenure comes to a natural end. In order to achieve this, the Board wishes to retain the flexibility to temporarily increase the number of directors being constrained by the limit in the Articles of Association. A modest increase in the aggregate limit on fees is therefore proposed, which should give this flexibility and help ensure an orderly succession process in the years ahead.
Accordingly, resolution 11 is proposed as an ordinary resolution to increase the aggregate amount of directors' fees payable for all members of the Company's board of directors collectively to £550,000.
Resolution 12 is proposed as an ordinary resolution and is intended to renew the Company's authority to allot Ordinary Shares and new C shares of £0.01 each in the capital of the Company ("C Shares") for cash or as consideration for the acquisition of investments. The resolution authorises the Board to allot Ordinary Shares and C Shares generally and unconditionally in accordance with section 551 of the Companies Act up to an aggregate nominal value of £573,444.69, representing approximately 10% of the issued ordinary share capital as at the date of the Notice of AGM.
The Board believes that passing resolution 12 is in Shareholders' interests given that this authority is intended to be used to fund specific investment opportunities sourced by the Investment Manager, either by issuing new shares for cash or as consideration for the acquisition of investments. In addition, new Ordinary Shares or C Shares allotted under the authority will (i) provide the Company with the ability to issue Ordinary Shares and C Shares tactically, so as to manage the premium to net asset value per Ordinary Share or C Share at which the Ordinary Shares or C Shares trade; (ii) improve liquidity in the market for the Ordinary Shares and C Shares; and (iii) increase the size of the Company, thereby spreading operating costs over a larger capital base which should reduce the ongoing charges ratio.
Ordinary Shares and C Shares allotted under this authority will only be allotted at prices greater than the prevailing net asset value per share and a premium to cover the commissions, costs and expenses of the relevant allotment under the relevant placing.
The authority granted pursuant to resolution 12 shall expire on the earlier of the next annual general meeting of the Company, or 23 September 2026. The Directors consider it important to have the maximum flexibility commensurate with good corporate governance guidelines to raise finance to enable the Company to respond to any positive market developments and therefore believes the authority sought to allot up to 10% of the existing issued ordinary share capital of the Company is appropriate.
Resolution 13 is a special resolution which is being proposed to empower the Directors to disapply the pre-emption rights of existing Shareholders in relation to allotments (or sales from treasury) of Ordinary Shares for cash under resolution 12 (being in respect of Ordinary Shares up to an aggregate nominal value of £573,444.69, representing up to 10% of the Company's issued ordinary share capital as at the date of the Notice of AGM.
Resolution 13 is conditional on resolution 12 being passed. In the event that resolution 12 is not passed, resolution 13 will not be proposed to the AGM.
No allotment (or sale from treasury) of Ordinary Shares for cash without pre-emption rights will be made at a price less than the prevailing net asset value per Ordinary Share at the time of the relevant allotment (or sale).
The powers granted by resolution 13 will expire on the earlier of the conclusion of the Company's next annual general meeting or 23 September 2026 and will permit the Board to allot Ordinary Shares (or sell Ordinary Shares from treasury) after expiry of the disapplication if it has agreed to do so beforehand.
The Directors consider it important to have the maximum flexibility commensurate with good corporate governance guidelines to raise finance to enable the Company to respond to any positive market conditions and therefore believes the authority sought by resolution 13 to dis-apply preemption rights over up to 10% of the existing issued ordinary share capital of the Company is appropriate.
This resolution seeks authority for the Company to make market purchases of its own Ordinary Shares from time to time and is proposed as a special resolution. If passed, the resolution gives authority for the Company to purchase up to 85,302,714 of its ordinary shares, or, if less, 14.99% of the Company's issued ordinary share capital immediately prior to the passing of the resolution (excluding treasury shares).
The resolution specifies the minimum and maximum prices which may be paid for any Ordinary Shares purchased under this authority. The authority will expire on the earlier of 23 September 2026 and the Company's next annual general meeting.
As referenced on page 11 of the 2024 Annual Report, the Company is considering its capital allocation post the anticipated debt refinancing. Post completion of this refinancing, the Company expects to have meaningful and growing levels of cash flow to allocate to dividends and/or share buybacks. This resolution 14 seeks to provide the Board with the authority and flexibility to allocate funds to share buybacks, if appropriate.
In normal market circumstances the Directors intend to favour dividend distributions ahead of Ordinary Share repurchases in the market. However, if the Ordinary Shares have traded at a significant discount to net asset value per share (as the case has been recently), the Board may seek to prioritise the use of net income after the payment of dividends on market repurchases over or alongside other uses of capital. If the Board does decide that the Company should repurchase Ordinary Shares, purchases will only be made through the market for cash at prices below the estimated prevailing net asset value per Ordinary Share where the Directors believe such purchases will result in an increase in the net asset value per Ordinary Share and where the Board believes such purchases are in Shareholders' interests by addressing an imbalance in the demand and supply of shares available in the market at a particular point in time.
The Company may either cancel any Ordinary Shares it purchases under this authority or transfer them into treasury (and subsequently sell or transfer them out of treasury or cancel them).
The Company does not have any options or outstanding share warrants.
The Companies Act requires the Company to give at least 21 clear days' notice for a general meeting of the Company (other than the AGM), unless the Company:
The Company would like to preserve its ability to call general meetings (other than the AGM) on less than 21 clear days' notice. Resolution 15 seeks such approval. It is intended that this shorter notice period would be used where the flexibility is merited by the business of the meeting and is thought to be in the interests of the Shareholders as a whole. Should this resolution be approved, it will be valid until the earlier of 23 September 2026, or the Company's next annual general meeting, whichever is sooner (when it is intended that a similar resolution will be proposed).
All Shareholders, whose names appear on the register of members at the record date shown below, are encouraged to vote via proxy at the AGM.
Accordingly, please:
Whether or not Shareholders intend to attend the AGM, Shareholders are asked to complete and return the Form of Proxy in accordance with the instructions printed on it and return it to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY, as soon as possible and, in any event no later than 11.30am on Friday, 20 June 2025. CREST members who wish to appoint a proxy through the CREST electronic proxy appointment service are referred to Note 5 of the Notice of AGM.
| Date on which proxies must be received | 11.30am on Friday, 20 June 2025 |
|---|---|
| Record date to vote at the meeting | close of business on Friday, 20 June 2025 |
Gresham House Energy Storage Fund plc Annual General Meeting
Shareholders' attention is drawn to the resolutions to be proposed at the AGM, and the corresponding notes, set out below in the Notice of Annual General Meeting. Resolutions 1 to 12 will be proposed as ordinary resolutions and resolutions 13 to 15 will be proposed as special resolutions. Resolutions proposed as ordinary resolutions at the AGM require a simple majority of the votes cast by members attending the meeting or by proxy in order to be passed. Resolutions proposed as a special resolution will require a 75% majority of the votes cast by members attending the meeting or by proxy in order to be passed.
All Shareholders holding Ordinary Shares on the record date shown above, or, if the AGM is adjourned, on the register of Shareholders 48 hours before the time of any adjourned AGM, are entitled to vote at the AGM via proxy. In calculating such 48-hour periods, no account shall be taken of any part of a day that is not a business day.
The quorum for the AGM is not less than two members present (attending in person or by proxy).
If a quorum is not present within 15 minutes after the time appointed for the commencement of the meeting, the AGM will be adjourned to 11.30am on Tuesday, 8 July 2025, when those members who are present in person or by proxy will constitute a quorum.
Full details of the resolutions are set out in the Notice of Annual General Meeting below. The Directors consider that all of the resolutions to be proposed at the AGM are in the best interests of the Company and its members as a whole.
Accordingly, the Board unanimously recommends that Shareholders vote in favour of the resolutions 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.
If you have any questions that you would like to put to the Board or the Investment Manager please contact the Company Secretary, by email at [email protected] by no later than close of business on Tuesday, 17 June 2025.
Yours faithfully
John Leggate CBE Chair Gresham House Energy Storage Fund plc
Notice is hereby given that the annual general meeting of Gresham House Energy Storage Fund plc (the "Company") will be held at 154 - 160 Fleet Street, Blackfriars, London, EC4A 2DQ at 11.30am on Tuesday, 24 June 2025, to transact the business set out in the resolutions below.
Resolutions 1 to 12 (inclusive) will be proposed as Ordinary Resolutions which require more than 50% of the votes cast to be in favour in order for the resolutions to be passed. Resolutions 13 to 15 (inclusive) will be proposed as Special Resolutions which require at least 75% of the votes cast to be in favour in order for the resolutions to be passed.
Gresham House Energy Storage Fund plc Annual General Meeting
d) the authority shall expire on 23 September 2026 or, if earlier, at the conclusion of the Company's next annual general meeting, unless such authority is renewed, varied or revoked prior to that time and save that the Company may, before the expiry of the authority granted by this resolution, enter into a contract to purchase Ordinary Shares which will or may be executed wholly or partly after the expiry of such authority.
15.THAT a general meeting, other than an annual general meeting, may be called on not less than 14 clear days' notice provided that this authority shall expire at the conclusion of the Company's next annual general meeting.
for and on behalf of JTC (UK) Limited as Company Secretary for Gresham House Energy Storage Fund plc Date: 1 May 2025
shall be entitled to vote at the meeting by appointing one or more proxies. Changes to the register of members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting.
1.2. In the case of joint holders, the vote of the senior holder who tenders a vote whether attending virtually or by proxy shall be accepted to the exclusion of the votes of the other joint holders and, for this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the relevant joint holding.
5.1. 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 https://www.euroclear.com/about/en/business/Keylegaldocuments.html.
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. In order 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, in order to be valid, be transmitted so as to be received by the issuer's agent (CREST ID 3RA50) by not later than 11.30am on Friday, 20 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.
6.1. A corporation which is a member is entitled under the Companies Act 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 member provided that no more than one corporate representative exercises powers over the same share.
8.1 The Company will be taking questions at the AGM. However, members are encouraged to submit their questions to [email protected] in advance of the AGM. To the extent that it is appropriate to do so, the Board will respond to any questions received in a Q&A which will be posted on the Company's website, in advance of the AGM. Please note questions should be submitted by close of business on Tuesday, 17 June 2025.
9.1. Under section 527 of the Companies Act, members meeting the threshold requirements set out in that section have the right to require the Company to publish on a website a statement setting out any matter relating to: (i) the audit of the Company's accounts (including the auditor's report and the conduct of the audit) that are to be laid before the AGM; or (ii) any circumstances connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with section 437 of the Companies Act. The Company may not require the members requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the Companies Act. Where the Company is required to place a statement on a website under section 527 of the Companies Act, it must forward the statement to the Company's auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the AGM includes any statement that the Company has been required under section 527 of the Companies Act to publish on a website.
11.1. Copies of the Company's Articles of Association are generally available for inspection at the Company's registered office during normal business hours and at the place of the meeting from at least 15 minutes prior to the meeting until the end of the meeting.
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