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PREMIER MITON GLOBAL RENEWABLES TRUST PLC Proxy Solicitation & Information Statement 2016

Dec 31, 2016

4827_rns_2016-12-31_1b0dbe55-7ae2-4505-8808-71cf17c64a34.pdf

Proxy Solicitation & Information Statement

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PREMIER ENERGY AND WATER TRUST PLC

Notice of general meeting
to the members of Premier Energy and Water Trust PLC

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Premier
independent asset managers


100

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Notice of General Meeting
to the members of Premier Energy and Water Trust PLC

PREMIER ENERGY AND WATER TRUST PLC

(Incorporated in England and Wales with company no. 04897881 and registered as an investment company under section 833 of the Companies Act 2006)

Notice is hereby given that a general meeting of Premier Energy and Water Trust PLC (the "Company") will be held at the offices of Premier Fund Managers Limited, Eastgate Court, High Street, Guildford, Surrey, GU1 3DE on Tuesday, 25 April 2017 at 12.30 p.m., or as soon as practicable following conclusion of the Company's annual general meeting to be held at 12.15 p.m. on the same date and at the same venue (the "Annual General Meeting"), to consider and, if thought fit, approve the following resolutions, of which resolutions 1 and 2 will be proposed as ordinary resolutions and resolution 3 will be proposed as a special resolution:

ORDINARY RESOLUTIONS

  1. THAT, in addition to any existing authorities, including any authority granted to the Board at the Annual General Meeting, the Board be and it is hereby generally and unconditionally authorised to exercise all powers of the Company to allot up to 20 million ordinary shares of nominal value 1 pence each in the capital of the Company ("Ordinary Shares") (being an aggregate nominal amount of £200,000) which authority shall expire on the conclusion of the Company's next annual general meeting to be held in 2018 (unless previously revoked or varied by the Company in general meeting) save that the Company may before such expiry make an offer or agreement which would or might require Ordinary Shares to be allotted after such expiry and the Board may allot Ordinary Shares in pursuance of such an offer or agreement as if the authority conferred hereby had not expired.

  2. THAT, subject to and conditional upon the passing of resolution 1, the Directors be and are hereby unconditionally authorised, in accordance with LR 15.4.11R of the Listing Rules of the UK Listing Authority, to issue Ordinary Shares for cash pursuant to that resolution at a price which represents a discount to the net asset value attributable to the ordinary shares as at the date of such issue provided that:

(i) such issue is contemporaneous with an issue of new zero dividend preference shares by PEWT Securities 2020 PLC ("New ZDP Shares") at a premium to the accrued capital entitlement per New ZDP Share; and

(ii) the combined effect of the issue of ordinary shares at a discount to the prevailing NAV per Ordinary Share and the issue of New ZDP Shares at a premium to accrued capital entitlement per New ZDP Share is that the NAV per Ordinary Share is not diluted.

SPECIAL RESOLUTION

  1. THAT, in addition to any existing authorities, including any authority granted to the Board at the Annual General Meeting, subject to and conditional upon the passing of resolution 1, the directors of the Company be and are hereby granted power pursuant to section 570 of the Companies Act 2006 (the "Act") to allot Ordinary Shares for cash pursuant to the authority conferred by resolution 1 above, as if section 561(1) of the Act did not apply to any such allotment, provided that this power shall be limited to the allotment of 20 million Ordinary Shares (being an aggregate nominal amount of £200,000) provided that this authority shall expire on the conclusion of the Company's next annual general meeting to be held in 2018 (unless previously revoked or varied by the Company in general meeting) save that the Company may, before such expiry, make an offer or agreement which would or might require Ordinary Shares to be allotted after such expiry and the directors may allot Ordinary Shares in pursuance of such an offer or agreement as if the authority hereby conferred had not expired.

By order of the Board

21 March 2017

Premier Portfolio Managers Limited
Secretary

Registered Office:
Eastgate Court
High Street
Guildford
Surrey
GU1 3DE

Notice of General Meeting PREMIER ENERGY AND WATER TRUST PLC


Notes to the Notice of General Meeting

  1. Members are entitled to appoint a proxy to exercise all or any of their rights to attend and to speak and vote on their behalf at the meeting. A shareholder may appoint more than one proxy in relation to the meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. A shareholder may not appoint more than one proxy to exercise the rights attached to any one share. A proxy need not be a shareholder of the Company.

  2. A proxy form which may be used to make such appointment and give proxy instructions accompanies this notice. If you do not have a proxy form and believe that you should have one, or if you require additional forms, please contact the Company's registrars, Capita Asset Services (contact details can be found on page 17 of the Company's annual report and accounts for the year ended 31 December 2016).

  3. To be valid any proxy form or other instrument appointing a proxy must be received by post to Capita Asset Services, PXS1, 34 Beckenham Road, Beckenham, Kent, BR3 4ZF or (during normal business hours only) by hand at the offices of the Company's registrars, Capita Asset Services, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU no later than 12.30 p.m. on Friday, 21 April 2017.

  4. The return of a completed proxy form, other such instrument or any CREST Proxy Instruction (as described in paragraph 11 below) will not prevent a shareholder attending the meeting and voting in person if he/she wishes to do so.

  5. The vote 'Withheld' is provided to enable you to abstain on any particular resolution. However, it should be noted that a 'Withheld' vote is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.

  6. Any person to whom this notice is sent who is a person nominated under section 146 of the Companies Act 2006 to enjoy information rights (a "Nominated Person") may, under an agreement between him/her and the shareholder by whom he/she was nominated, have a right 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, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.

  7. The statement of the rights of shareholders in relation to the appointment of proxies in paragraphs 1 and 2 above does not apply to Nominated Persons. The rights described in these paragraphs can only be exercised by shareholders of the Company.

  8. To be entitled to attend and vote at the meeting (and for the purpose of the determination by the Company of the votes they may cast), shareholders must be registered in the register of members of the Company at close of business on Friday, 21 April 2017 (or, in the event of any adjournment, on the date which is two days before the time of the adjourned meeting for the purposes of which no account is to be taken of any part of a day that is not a working day). 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.

  9. As at 21 March 2017 (being the date of this Notice) the Company's issued share capital consisted of 18,088,480 ordinary shares, carrying one vote each. Therefore, the total voting rights in the Company as at 21 March 2017 are 18,088,480.

  10. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

  11. 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 UK & Ireland Limited's specifications, and must contain the information required for such instruction, as described in the CREST Manual (available via www.euroclear.com/CREST). The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID RA10) by 6:00 p.m. on Friday, 21 April 2017. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Application 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.

PREMIER ENERGY AND WATER TRUST PLC Notice of General Meeting


Notes to the Notice of General Meeting continued

  1. CREST members and, where applicable, their CREST sponsors, or voting service providers should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular message. Normal system timings and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member, or sponsored member, or has appointed a voting service provider, to procure that his or her 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 system providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

  2. 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.

  3. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.

  4. Any member attending the meeting has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the meeting but no such answer need be given if (a) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information, (b) the answer has already been given on a website in the form of an answer to a question, or (c) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.

  5. A copy of this notice, and other information required by s311A of the Companies Act 2006, is available at the Managers' website: www.premierfunds.co.uk

Notice of General Meeting PREMIER ENERGY AND WATER TRUST PLC


Premier

independent asset managers