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GRESHAM HOUSE ENERGY STORAGE FUND PLC — Proxy Solicitation & Information Statement 2021
Jun 3, 2021
5013_agm-r_2021-06-03_78d7e1f0-acb2-403f-9181-669cb59e3c95.pdf
Proxy Solicitation & Information Statement
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Gresham House Energy Storage Fund plc
Annual General Meeting
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
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.
GRESHAM HOUSE ENERGY STORAGE FUND PLC
(the "Company")
(incorporated in England & Wales registered number 11535957 and registered as an investment company within the meaning of Section 833 of the Companies Act 2006)
CIRCULAR TO SHAREHOLDERS AND NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT THE ANNUAL GENERAL MEETING OF GRESHAM HOUSE ENERGY STORAGE FUND PLC (THE "AGM") WILL BE HELD:
Date of AGM: 12:00 p.m. on Monday, 21 June 2021
Place of AGM: 18th Floor, The Scalpel, 52 Lime Street, London, EC3M 7AF
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 12:00 p.m. on Thursday, 17 June 2021.
Gresham House Energy Storage Fund plc
Annual General Meeting
Letter from the Chair of the Company
GRESHAM HOUSE ENERGY STORAGE FUND PLC
(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
Duncan Neale
Cathy Pitt
David Stevenson
Registered Office:
The Scalpel
18th Floor
52 Lime Street
London
EC3M 7AF
Date: 28 May 2021
Dear Shareholder,
Notice of 2021 Annual General Meeting
Following the publication of the Company's annual report and financial statements for the year ending 31 December 2020, 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 12:00pm on Monday, 21 June 2021 to transact the business set out in the resolutions (the "Resolutions") to be proposed at the AGM, which are set out in full below. The place of the AGM will be 18th Floor, The Scalpel, 52 Lime Street, London, EC3M 7AF, the offices of JTC (UK) Limited, the Company's Company Secretary.
The Notice of AGM sets out the business to be considered at the meeting and the purpose of this Circular is to explain certain elements of that business to you and to outline the special arrangements that will be in place at this year's AGM.
The Directors consider that the Resolutions to be proposed at the AGM are in the best interests of the Company and the holders of Ordinary Shares ("Shareholders") as a whole. The Directors therefore recommend unanimously to Shareholders that they vote in favour of each of the Resolutions, as the Directors intend to do in respect of their own beneficial holdings.
Proposed AGM Arrangements
Given the unprecedented circumstances surrounding the COVID-19 epidemic, it is likely that the board of directors of the Company (the "Board" or "Directors") will need to put in place contingency arrangements that mean the AGM will not follow its usual format. In doing so, it is likely that the Directors will need to implement entry restrictions in line with the expected Government guidance.
Shareholders are requested not to attend the AGM in person as they are unlikely to be permitted access to the meeting. Instead, they are invited to participate in the AGM live online.
Please use the following link to register for the AGM: https://greshamhouse.zoom.us/webinar/register/WN_rOCe7LZOShWQN2c_aF7qBg
At 12:30pm, in a separate webinar, following completion of the statutory formal business at the AGM (consisting of voting on the resolutions proposed in the Notice of AGM), we invite you to join Chair, John Leggate, and Fund Manager Ben Guest as they discuss the evolving dynamics of the broader battery storage market, hosted by Non-Executive Director, David Stevenson and followed by an interactive Q&A session.
Please use the following link to register for the webinar: https://greshamhouse.zoom.us/webinar/register/WN_Evpq15RCSRa0dBum8_H9Fw
Gresham House Energy Storage Fund plc
Annual General Meeting
Shareholders may submit questions for either the AGM or Q&A session in advance of the meeting by email to [email protected] and by no later than 12.00pm on Wednesday, 16 June 2021. Please indicate whether your question is for the AGM or Fund Manager Q&A.
The AGM is expected to proceed as set out below:
12:00pm on Monday, 21 June 2021 – AGM
12.30pm on Monday, 21 June 2021 – Fund Manager discussion and Q&A
Please note;
- the AGM will be held with the minimum number of attendees required to form a quorum present in person;
- following the formal business of the AGM there will be an interactive Fund Manager discussion and Q&A, which all Shareholders are invited to attend;
- Shareholders may not be permitted to attend the meeting in person and there will not be an opportunity to ask questions during the AGM. However, Shareholders are encouraged to participate in the AGM live and to ask questions of the Board or of the Manager relating to the AGM in advance of the meeting (see above).
- votes on the resolutions to be proposed at the AGM will be conducted on a poll; and
- the results of the proxy votes will be published immediately following the conclusion of the AGM by way of a stock exchange announcement and on the Company's website.
Although this is an unusual approach, the Board considers that given the social distancing measures currently in force and in light of the latest published government guidance, proceeding with the AGM as set out above is in the best interests not only of the Company, but also of each of its individual Shareholders.
The Board will continue to monitor the Government's advice and urges all Shareholders to comply with any restrictions in place at the time of the AGM. If circumstances change and if social distancing measures are further relaxed before the AGM, the Company may consider amending the proposed format of the AGM. In such circumstances, the Company will notify Shareholders of such changes as soon as possible via RIS and its website (greshamhouse.com/real-assets/new-energy/gresham-house-energy-storage-fund-plc/).
The only action that you need to take is to vote on the Resolutions by completing the accompanying form of proxy ("Form of Proxy") for use by Shareholders at the Annual General Meeting in connection with the Resolutions.
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 12:00 p.m. on Thursday, 17 June 2021. 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.
As usual, we will announce the poll results to the London Stock Exchange and publish them on the Company's website following conclusion of the AGM.
If you have a question relating to the business of the meeting or a question for the Board or the 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, which will be posted on our website in advance of the AGM. Please note all questions should be submitted by 12:00 p.m. on Wednesday, 16 June 2021 to ensure that we are able to respond to them in advance of the AGM.
The Board regrets not being able to provide a more typical AGM this year, but we hope that you appreciate the reasons behind the way in which the AGM is to be conducted, which we are making in the best interest of our Shareholders.
Gresham House Energy Storage Fund plc
Annual General Meeting
Formal Business of the AGM
Ordinary Resolutions
1. Resolution 1: Receive the Annual Report and Financial Statements
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 Company's annual report and financial statements for the year ended 31 December 2020 (the "2020 Annual Report"). Accordingly, a resolution to receive the 2020 Annual Report is included as an ordinary resolution. As described above, Shareholders are invited to send any questions they may have on the 2020 Annual Report to the Board in advance of the AGM. To the extent that it is appropriate to do so, the Board will respond to them in a Q&A which will be posted on the Company's website, in advance of the AGM.
2. Resolution 2: Approve the Directors' remuneration report
The Directors' remuneration report can be found on pages 47 to 50 of the 2020 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.
The remuneration report will be presented to Shareholders on an annual basis.
3. Resolution 3: Dividend Policy
Resolution 3 proposes to approve the Company's existing dividend policy to pay four quarterly interim dividends per year.
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 from Shareholders of its dividend policy to pay four interim dividends per year. This dividend policy remains unchanged to that disclosed in the prospectus (comprising a summary, registration document and securities note) published by the Company on 10 November 2020.
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 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.
4. Resolutions 4 to 7: Election of directors
It is the policy of the Board to stand for re-election on an annual basis. Each of the existing Directors, John Leggate, 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.
Brief biographies of each member of the Board standing for re-election can be found on page 42 of the 2020 Annual Report.
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.
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Annual General Meeting
5. Resolutions 8 and 9: Appointment of auditors and auditors' remuneration
Resolution 8 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 9 authorises the Directors, upon recommendation from the Company's Audit Committee, to fix the auditors' remuneration.
8. Resolutions 10 and 11: Directors' authority to allot
Resolutions 10 and 11 are intended to renew the Company's existing authority to allot Ordinary Shares for cash or as consideration for the acquisition of investments. Accordingly, resolutions 10 and 11 authorise the Board to allot:
- (pursuant to resolution 10) Ordinary Shares generally and unconditionally in accordance with section 551 of the Companies Act up to an aggregate nominal value of £348,556.36, representing approximately 10% of the issued ordinary share capital at the date of the Notice of AGM; and
- (pursuant to resolution 11, which is conditional on resolution 10 being passed) further Ordinary Shares generally and unconditionally in accordance with section 551 of the Companies Act up to an additional aggregate nominal value of £348,556.36, representing 10% of the issued ordinary share capital at the date of the Notice of AGM.
If both resolution 10 and resolution 11 are passed, Shareholders will be granting the Directors the authority to allot a total of up to 20% of the existing issued ordinary share capital of the Company. The Board believes that the passing of both resolution 10 and resolution 11, and particularly the additional 10% contained within resolution 11, is in Shareholders' interests given that:
- These authorities are intended to be used to fund specific investment opportunities sourced by the Manager, either by issuing new shares for cash or as consideration for the acquisition of investments. As the authorities will be used as consideration for the acquisition of investments or to raise proceeds to be invested in accordance with the Company's investment policy, it is not expected that investment returns earned by existing Shareholders will be diluted as a result of the issuance of new Ordinary Shares under these authorities.
- In addition to the uses referred to above, new Ordinary Shares allotted under the authorities will (i) maintain the Company's ability to issue Ordinary Shares tactically, so as to manage the premium to net asset value per Ordinary Share at which the Ordinary Shares trade; (ii) improve liquidity in the market for the Ordinary 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 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 and should therefore be accretive to the net asset per existing Ordinary Share.
The Directors have considered the potential impact of any new Ordinary Share issuance on the Company's ability to continue to pay dividends on the Ordinary Shares and do not predict a negative impact.
If resolution 10 is passed but resolution 11 is not passed, Shareholders will only be granting Directors the authority to allot up to 10% of the existing issued ordinary share capital of the Company.
Each of the authorities granted pursuant to resolution 10 and resolution 11 shall expire on the earlier of the next annual general meeting of the Company or, 20 September 2022. The Directors consider
Gresham House Energy Storage Fund plc
Annual General Meeting
it important to have the maximum flexibility commensurate with good corporate governance guidelines to raise finance to enable the Company to respond to market developments and conditions and therefore believes the authority sought to allot up to 20% of the existing issued ordinary share capital of the Company is appropriate.
Special Resolutions
9. Resolutions 12 and 13: Disapplication of statutory pre-emption rights
Resolution 12 and resolution 13 are both special resolutions which are being proposed to authorise 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 10 and resolution 11 (being in respect of Ordinary Shares up to an aggregate nominal value of £697,112.73, representing up to 20% of the Company's issued ordinary share capital as at the date of the Notice of AGM).
In the event that resolution 10 is passed, but resolution 11 is not passed (such that the Directors are only authorised to allot (or sell from treasury) Ordinary Shares for cash on a non-pre-emptive basis up to an aggregate nominal value of £348,556.36), resolution 13 will not be proposed to the AGM. In addition, resolution 13 is conditional on resolution 12 being passed. On its own, resolution 12 only proposes to authorise the Directors to disapply the pre-emption rights of existing Shareholders in relation to allotments (or sales from treasury) for cash of Ordinary Shares under resolution 10 (being in respect of Ordinary Shares up to an aggregate nominal value of £348,556.36, representing 10% of the Company's issued ordinary share capital as at the date of the Notice of 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 these resolutions will expire on the earlier of the conclusion of the Company's next annual general meeting or, 20 September 2022 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.
10. Resolution 14: Market purchases of own shares
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 52,248,599 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 20 September 2022 and the Company's next annual general meeting.
The Board does not currently have any intention of exercising any authorities granted by Resolution 14. 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 the Board may seek to prioritise the use of net income after the payment of dividends on market repurchases over 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).
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Annual General Meeting
The Company does not have any options or outstanding share warrants.
11. Resolution 15: Length of notice
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:
- has gained Shareholder approval for the holding of general meetings on 14 clear days' notice by passing a special resolution at the most recent AGM; and
- offers the facility for the Shareholders to vote by electronic means.
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 20 September 2022, or the Company's next AGM (when it is intended that a similar resolution will be proposed).
12. Resolution 16: Amendment to the Company's Articles
It is proposed to make certain changes to the Company's Articles of Association to (i) enable a combination of virtual and in person shareholder meetings to be held; (ii) remove references to redeemable preference shares that are no longer relevant to the Company and make minor corrections to the provisions of the Articles of Association relating to C shares; and (iii) make other technical amendments so that the Articles of Association conform to other applicable legislation and current best practice. Details of the changes are set out in Part I of this Circular.
ACTION TO BE TAKEN BY SHAREHOLDERS
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.
Shareholders are requested to not attend the AGM in person. Those that do may be refused entry.
Accordingly, please:
- register your proxy appointment electronically;
- request a hard copy form of proxy from the Registrar (see note 4); or
- in the case of Shareholders who hold their shares in uncertificated form, please use the CREST electronic proxy appointment service (see note 5).
In each case, your completed proxy appointment must be received by the Company's registrar by no later than 12:00 p.m. on Thursday, 17 June 2021.
Proxy deadline and record date
| Date on which proxies must be received | 12:00 p.m. on Thursday, 17 June 2021 |
|---|---|
| Record date to vote at the meeting | close of business on Thursday, 17 June 2021 |
Gresham House Energy Storage Fund plc
Annual General Meeting
RESOLUTIONS
Shareholders' attention is drawn to the resolutions to be proposed at the AGM, and the corresponding notes, set out below. Resolutions 1 to 11 will be proposed as ordinary resolutions and resolutions 12 to 16 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 by appointing the Chair as their 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 12:00 p.m. on Monday, 5 July 2021, when those members who are present in person or by proxy will constitute a quorum.
RECOMMENDATION
Full details of the resolutions are set out 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, totaling 87,397 Ordinary Shares (representing in aggregate 0.0251% of the Company's voting rights), as at the date of this Circular.
If you have any questions that you would like to put to the Board or the Manager please contact the Company Secretary, by email at [email protected] by no later than 12:00 p.m. on Wednesday, 16 June 2021.
Yours sincerely
John Leggate CBE
Chair
Gresham House Energy Storage Fund PLC
Gresham House Energy Storage Fund plc
Annual General Meeting
PART I
Summary of Principal Changes to the Company's Articles of Association
Set out below is a summary of the main differences between the current and the proposed new Articles of Association (the "New Articles"). The principal changes in the New Articles to be adopted at the AGM relate to:
General Meetings
The Company is proposing to amend the Articles of Association to include provision for hybrid meetings. A meeting is considered to be "hybrid" where some attendees are based in a single physical location and others attend electronically. These amendments are being sought in response to challenges posed as a result of the COVID-19 pandemic, which have significantly restricted attendance of shareholders at physical general meetings and the resultant increase in use of remote working technology.
The New Articles permit the Company to hold general meetings (including annual general meetings) where shareholders are not required to attend in person but may attend and participate virtually. Certain consequential changes to facilitate this amendment have been made throughout the New Articles.
The Board is committed to ensuring that, under normal circumstances, general meetings (including annual general meetings) will incorporate a physical meeting where shareholders can meet with the Board in person.
Share Capital
As the Company no longer has any redeemable preference shares in issue, references to such shares have been removed in the New Articles. In addition, some minor corrections have been made to the provisions of the Articles of Association relating to C shares.
Other Changes
Other technical changes have been made so that the Articles of Association conform to other legislation applicable to companies, as currently in force and current best practice.
A copy of the current Articles and of the proposed New Articles marked up to show the proposed amendments will be available for inspection on the Company's website https://greshamhouse.com/real-assets/new-energy/gresham-house-energy-storage-fund-plc/ and at the Company's registered office during normal business hours, in each case until conclusion of the meeting.
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Annual General Meeting
GRESHAM HOUSE ENERGY STORAGE FUND PLC
Notice of Annual General Meeting
Notice is hereby given that the annual general meeting of Gresham House Energy Storage Fund PLC (the "Company") will be held at 12:00 p.m. on Monday, 21 June 2021 to transact the business set out in the resolutions below. The AGM will be held at 18th Floor, The Scalpel, 52 Lime Street, London, EC3M 7AF.
Resolutions
Resolutions 1 to 11 (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 12 to 16 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.
AS ORDINARY BUSINESS TO CONSIDER AND, IF THOUGHT FIT, RESOLVE THE FOLLOWING:
- To receive the Company's annual report and financial statements for the financial year ended 31 December 2020 with the directors' report and auditor's report included in those financial statements.
- To approve and adopt the directors' remuneration report (excluding the directors' remuneration policy, set out on page 47 of the directors' remuneration report), as set out on pages 47 to 50 of the Company's annual report and financial statements for the financial year ended 31 December 2020.
- To approve the Company's dividend policy to pay four interim dividends per year.
- To re-elect John Leggate CBE as a director of the Company.
- To re-elect Duncan Neale as a director of the Company.
- To re-elect Cathy Pitt as a director of the Company.
- To re-elect David Stevenson as a director of the Company.
- To appoint BDO LLP as the Company's auditor to hold office from the conclusion of this meeting until the conclusion of the next annual general meeting at which accounts are laid before the Company.
- To authorise the board of directors of the Company from time to time (the "Directors") to determine the auditor's remuneration.
AS SPECIAL BUSINESS TO CONSIDER AND, IF THOUGHT FIT, RESOLVE THE FOLLOWING:
- THAT, in accordance with section 551 of the Companies Act 2006 (the "Companies Act"), the Directors be generally and unconditionally authorised to exercise all powers of the Company to allot "relevant securities" (within the meaning of section 551 of the Companies Act) up to an aggregate nominal amount of £348,556.36, being 10% of the issued share capital as at 27 May 2021, and representing 34,855,636 ordinary shares of £0.01 each in the Company ("Ordinary Shares"), with such authority to:
a) expire on 20 September 2022 or, if earlier, the date of the next annual general meeting of the Company unless previously renewed, varied or revoked by the Company in general meeting, save that the Company may, at any time prior to the expiry of such power, make an offer or enter into an agreement which would or might require relevant securities to be allotted or sold from treasury after the expiry of such power and the Directors may allot or sell relevant securities from treasury in pursuance of such an offer or agreement as if such power had not expired; and
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Annual General Meeting
b) revoke and replace all existing but unexercised authorities granted to the Directors to allot relevant securities but without prejudice to any allotment of relevant securities or grant of rights already made, offered or agreed to be made pursuant to such authorities.
- THAT, subject to the passing of resolution 10, in accordance with section 551 of the Companies Act, the Directors be generally and unconditionally authorised to exercise all powers of the Company to allot relevant securities up to an aggregate nominal amount of £348,556.36, being 10% of the issued share capital as at 27 May 2021, and representing 34,855,636 Ordinary Shares, with such authority to:
a) be in addition to the authority granted pursuant to resolution 12 above;
b) expire on 20 September 2022 or, if earlier, the date of the next annual general meeting of the Company unless previously renewed, varied or revoked by the Company in general meeting, save that the Company may, at any time prior to the expiry of such power, make an offer or enter into an agreement which would or might require relevant securities to be allotted or sold from treasury after the expiry of such power and the Directors may allot or sell relevant securities from treasury in pursuance of such an offer or agreement as if such power had not expired.
- THAT, subject to the passing of resolution 10, the Directors be generally and unconditionally authorised to allot equity securities (as defined in section 560(1) of the Companies Act) for cash pursuant to the authority conferred by resolution 10 and/or to sell Ordinary Shares held by the Company as treasury shares as if section 561(1) of the Companies Act did not apply to any such allotment or sale, provided that this power shall:
a) be limited to the allotment or sale of equity securities up to an aggregate nominal amount of £348,556.36 (being 10% of the issued share capital of the Company as at 27 May 2021 and representing 34,855,636 ordinary shares of £0.01 each in the Company); and
b) expire on 20 September 2022 or, if earlier, at the conclusion of the next annual general meeting of the Company (unless previously renewed, varied or revoked by the Company in general meeting), save that the Company may, at any time prior to the expiry of such power, make an offer or enter into an agreement which would or might require equity securities to be allotted or sold from treasury after the expiry of such power and the Directors may allot or sell ordinary shares from treasury in pursuance of such an offer or agreement as if such power had not expired.
- THAT, subject to the passing of resolutions 10, 11 and 12, the Directors be generally and unconditionally authorised to allot equity securities (as defined in section 560(1) of the Companies Act) for cash under the authority conferred by resolution 11 and/or to sell Ordinary Shares held by the Company as treasury shares as if section 561(1) of the Companies Act did not apply to any such allotment or sale, provided that this power shall:
a) be in addition to the power granted pursuant to resolution 12 above;
b) be limited to the allotment or sale of equity securities up to an aggregate nominal amount of £348,556.36 (being 10% of the issued share capital of the Company as at 27 May 2021 and representing 34,855,636 ordinary shares of £0.01 each in the Company); and
c) expire on 20 September 2022 or, if earlier, at the conclusion of the next annual general meeting of the Company (unless previously renewed, varied or revoked by the Company in general meeting), save that the Company may, at any time prior to the expiry of such power, make an offer or enter into an agreement which would or might require equity securities to be allotted or sold from treasury after the expiry of such power and the Directors may allot or sell ordinary shares from treasury in pursuance of such an offer or agreement as if such power had not expired.
- THAT the Company be and is hereby generally and unconditionally authorised for the purposes of section 701 of the Companies Act to make one or more market purchases (within the meaning of section 693(4) of the Companies Act) of ordinary shares of £0.01 each in the capital of the Company
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(either for retention as treasury shares for future reissue, resale, transfer or cancellation), provided that:
a) the maximum aggregate number of Ordinary Shares that may be purchased is 52,248,599;
b) the minimum price (excluding expenses) which may be paid for each Ordinary Share is £0.01;
c) the maximum price (excluding expenses) which may be paid for each Ordinary Share is an amount equal to the higher of:
i) 105% of the average of the middle market quotations for an Ordinary Share in the Company for the five business days immediately preceding the day on which that Ordinary Share is purchased; and
ii) the higher of:
a. the price of the last independent trade of an ordinary share on the Specialist Fund Segment of the London Stock Exchange; and
b. the highest current independent bid for an ordinary share on the Specialist Fund Segment of the London Stock Exchange; and
d) the authority shall expire on 20 September 2022 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.
-
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 on 20 September 2022 or, if earlier, at the conclusion of the Company's next annual general meeting.
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THAT, the Articles of Association contained in the document produced to the meeting and signed by the Chair for the purposes of identification, be approved and adopted as the Articles of Association of the Company in substitution for, and to the exclusion of, the existing Articles of Association, with effect from the conclusion of the 2021 Annual General Meeting.
By order of the Board
William Cameron
for and on behalf of JTC (UK) Limited
As Company Secretary for
Gresham House Energy Storage Fund PLC
Date: 28 May 2021
Registered Office:
The Scalpel
18th Floor
52 Lime Street
London
EC3M 7AF
22
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Gresham House Energy Storage Fund plc
Annual General Meeting
Notes to the Notice of Annual General Meeting
1. Entitlement to attend and vote
1.1. Members registered in the Company's register of members at:
- Close of business on Thursday, 17 June 2021; or
- if the meeting is adjourned, the time which is 48 hours before the time fixed for the adjourned meeting (not counting any part of a day that is not a Business Day),
shall be entitled to vote at the meeting by appointing the Chair as their proxy. 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.
1.3. As explained in the Chair's letter, Shareholders are requested to not attend the AGM in person since those that do may be refused entry.
2. Website giving information regarding the meeting
2.1. Information regarding the meeting, including the information required by section 311A of the Companies Act, can be found on the Shareholder information section of the Company's website at https://greshamhouse.com/real-assets/new-energy/gresham-house-energy-storage-fund-plc/.
2.2. The Company's Articles of Association allow the use of electronic communications with members as the default position, by placing documents such as its annual report on the Company website rather than having to send it in hard copy. The Company will notify Shareholders, by post or by email if they have provided an email address, that a document is available on the website. Members are entitled, however, to request a hard copy document at any time.
3. Attending in person
3.1. Given the social distancing measures currently in force and in light of the latest published government guidance, Shareholders are requested to not attend the AGM in person.
3.2. Appointment of proxies
4.1. A member entitled to attend and vote at the meeting convened by the above Notice of AGM is entitled to appoint one or more proxies to exercise all or any of the rights of the members to attend and speak and vote in his/her place. If a member wishes to appoint more than one proxy and so requires additional proxy forms, the member should contact the Company's Registrar Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY. A proxy need not be a member of the Company.
4.2. To appoint a proxy, you may photocopy the form of proxy enclosed with this Notice of AGM. To be valid the forms 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 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 12:00 p.m. on Thursday, 17 June 2021.
4.3. A vote withheld is not a vote in law, which means the vote will not be counted in the calculation of votes for or against the resolutions. If no voting indication is given, a proxy may vote or abstain
Gresham House Energy Storage Fund plc
Annual General Meeting
from voting at his/her discretion. A proxy may vote (or abstain from voting) as he or she thinks fit in relation to any other matter put before the meeting.
4.4. Members who wish to revoke or change their proxy instructions should submit a new proxy appointment using the methods set out above. Note that any amended proxy appointment or revocation received after the relevant cut-off time for receipt of proxy appointments (see above) may be disregarded.
4.5. If a member submits more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.
4.6. If a quorum is not present within 15 minutes from the time appointed for the commencement of the meeting, the meeting will be adjourned to 12:00 p.m. on Monday, 5 July 2021.
4.7. Any person receiving a copy of this Notice of AGM as a person nominated by a member to enjoy information rights under section 146 of the Companies Act 2006 (a "Nominated Person") should note that the provisions in Notes concerning the appointment of a proxy or proxies to attend the meeting in place of a member, do not apply to a Nominated Person as only members have the right to appoint a proxy. However, a Nominated Person may have a right under an agreement between the Nominated Person and the member by whom he or she was nominated to be appointed, or to have someone else appointed, as a proxy for the meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may have a right under such an agreement to give instructions to the member as to the exercise of voting rights at the meeting.
4.8. Nominated Persons should also remember that their main point of contact in terms of their investment in the Company remains the member who nominated the Nominated Person to enjoy information rights (or perhaps the custodian or broker who administers the investment on their behalf). Nominated Persons should continue to contact that member, custodian or broker (and not the Company) regarding any changes or queries relating to the Nominated Person's personal details and interest in the Company (including any administrative matter).
4.9. The only exception to this is where the Company expressly requests a response from a Nominated Person.
4.10. Pursuant to regulation 41 of the Uncertificated Securities Regulations 2001, only members registered in the register of members of the Company by close of business two days (excluding non-working days) prior to the time fixed for the meeting shall be entitled to attend and vote at the meeting in respect of the number of Ordinary Shares registered in their name at such time. If the meeting is adjourned, the time by which a person must be entered on the register of members of the Company in order to have the right to attend and vote at the adjourned meeting is the close of business two days prior to the time of the adjournment. Changes to the register of members after the relevant times shall be disregarded in determining the rights of any person to attend and vote at the meeting.
4.11. Given current circumstances, it is recommended that the Chair of the meeting should be appointed as your proxy.
4.12. If the Chair, as a result of any proxy appointments, is given discretion as to how the votes the subject of those proxies are cast and the voting rights in respect of those discretionary proxies, when added to the interests in the Company's securities already held by the Chair, result in the Chair holding such number of voting rights that he has a notifiable obligation under the Disclosure Guidance and Transparency Rules, the Chair will make the necessary notifications to the Company and the Financial Conduct Authority. As a result, any member holding 3 per cent. or more of the voting rights in the Company who grants the Chair a discretionary proxy in respect of some or all of those voting rights and so would otherwise have a notification obligation under the Disclosure Guidance and Transparency Rules, need not make a separate notification to the Company and the Financial Conduct Authority.
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Gresham House Energy Storage Fund plc
Annual General Meeting
5. Appointment of proxies through CREST
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) by not later than 12:00 p.m. on Thursday, 17 June 2021. 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.
5.2. 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 messages. 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 his 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.
5.3. 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.
6. Corporate representatives
6.1. Although 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, members should note that any corporate representatives that attempt to attend the AGM may be refused entry.
7. Issued shares and total voting rights
7.1. As at close of business on 27 May 2021, which is the latest practicable date before publication of this notice, the Company's issued share capital comprised 348,556,364 Ordinary Shares. Each Ordinary Share carries the right to one vote at a general meeting of the Company and, therefore, the total number of voting rights in the Company as at close of business on 27 May 2021 is 348,556,364. No Ordinary Shares are held in treasury.
7.2. The Company's website will include information on the number of shares and voting rights.
8. Questions at the meeting
8.1 This year, the Company will not be taking any questions at the AGM. Instead, members are invited to submit their questions to [email protected]. 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 all questions should be submitted by 12:00 p.m. on Wednesday, 16 June 2021.
Gresham House Energy Storage Fund plc
Annual General Meeting
9. Statements pursuant to section 527 of the Companies Act
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.
10. Members' power to require circulation of resolutions for AGMs
10.1. Members representing 5% or more of the total voting rights of all the members or at least 100 persons (being either members who have a right to vote at the AGM and hold shares on which there has been paid up an average sum, per member, of £100, or persons satisfying the requirements set out in s.153(2) of the Companies Act) may:
10.1.1. require the Company, under s.338 of the Companies Act, to give notice of a resolution which may properly be moved at the AGM. Any such request, which must comply with s.338(4) of the Companies Act, must be received by the Company no later than 6 weeks before the date fixed for the AGM; and
10.1.2. require the Company, under s.338A of the Companies Act to include a matter (other than a proposed resolution) in the business to be dealt with at the AGM. Any such request, which must comply with s.338A(3) of the Companies Act, must be received by the Company no later than 6 weeks before the date fixed for the AGM.
11. Documents on display
11.1. A copy of the current Articles and of the proposed New Articles marked up to show the proposed amendments will be available for inspection on the Company's website https://greshamhouse.com/real-assets/new-energy/gresham-house-energy-storage-fund-plc/ and at the Company's registered office during normal business hours in each case until conclusion of the meeting.
11.3. Copies of the letters of appointment of the non-executive directors' and the Company's articles of association are generally available for inspection on the Company's website https://greshamhouse.com/real-assets/new-energy/gresham-house-energy-storage-fund-plc/ and at the Company's registered office during normal business hours.
12. Communication
12.1. Except as provided above, members who have general queries about the meeting should telephone Computershare Investor Services PLC on 0370 703 6253. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Computershare is open between 09:00 - 17:30, Monday to Friday excluding public holidays in England and Wales. No other methods of communication will be accepted.
12.2. You may not use any electronic address provided in this Notice of AGM, or in any related documents for communicating with the Company for the purposes other than those expressly stated.
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