LEI: 213800NNT42FFIZB1T09
02 August 2024
Foresight Group Holdings Limited (the "Company")
Results of Annual General Meeting
The Company announces the results of voting at its Annual General Meeting ("AGM") held on 2nd August 2024 and confirms that all resolutions were duly passed as set out below:
| Resolutions
| Votes For | % of Votes Cast For | Votes Against | % of Votes Cast Against | Total Votes Cast | % TVR Voted* | Votes Withheld | |
| Ordinary Resolutions | | | | | | | | |
| 1 | To receive the accounts of the Company for the financial year ended 31st March 2024 and the report of the Directors and auditors thereon. | 102,273,773 | 100.00 | 0 | 0 | 102,273,773 | 88.44 | 76,431 |
| 2 | That the Directors' Remuneration Report for the financial year ended 31st March 2024 be approved. | 93,072,224 | 90.94 | 9,276,160 | 9.06 | 102,348,384 | 88.50 | 1,820 |
| 3. | That the Directors' Remuneration Policy, set out in the Directors' Remuneration Report on pages 94 to 102 of the Annual Report and Accounts for the financial year ended 31st March 2024, be approved. | 91,513,599 | 89.62 | 10,595,721 | 10.38 | 102,109,320 | 88.30 | 240,884 |
| 4 | That the final dividend recommended by the Directors of 15.5 pence per ordinary share for the financial year ended 31st March 2024 be declared payable on 4th October 2024 to all members whose names appear on the Company's register of members at 6.00 p.m. on 20th September 2024. | 102,350,204 | 100.00 | 0 | 0.00 | 102,350,204 | 88.51 | 0 |
| 5 | To re-appoint Bernard Fairman as a Director of the Company. | 99,024,677 | 96.75 | 3,325,527 | 3.25 | 102,350,204 | 88.51 | 0 |
| 6 | To re-appoint Gary Fraser as a Director of the Company. | 102,323,268 | 99.97 | 26,936 | 0.03 | 102,350,204 | 88.51 | 0 |
| 7 | To re-appoint Geoff Gavey as a Director of the Company. | 99,979,101 | 97.68 | 2,371,103 | 2.32 | 102,350,204 | 88.51 | 0 |
| 8 | To re-appoint Michael Liston, OBE, as a Director of the Company. | 87,592,496 | 85.65 | 14,677,749 | 14.35 | 102,270,245 | 88.44 | 79,959 |
| 9 | To re-appoint Alison Hutchinson, CBE, as a Director of the Company. | 100,943,607 | 98.63 | 1,406,597 | 1.37 | 102,350,204 | 88.51 | 0 |
| 10 | To re-appoint BDO LLP of 55 Baker Street, London W1U 7EU, as the Company's auditors until the conclusion of the next general meeting of the Company at which accounts are laid. | 102,350,204 | 100.00 | 0 | 0.00 | 102,350,204 | 88.51 | 0 |
| 11 | That the Directors be authorised to agree the auditors' remuneration. | 102,124,529 | 99.78 | 225,675 | 0.22 | 102,350,204 | 88.51 | 0 |
| Special Resolutions | | | | | | | | |
| 12 | That the Directors be authorised to allot shares. | 93,068,093 | 90.93 | 9,282,111 | 9.07 | 102,350,204 | 88.51 | 0 |
| 13 | That the disapplication of pre-emption rights generally be authorised. | 92,976,506 | 90.87 | 9,336,548 | 9.13 | 102,313,054 | 88.47 | 37,150 |
| 14 | That the disapplication of pre-emption rights in connection with an acquisition or specified capital investment be authorised. | 92,974,372 | 90.87 | 9,337,028 | 9.13 | 102,311,400 | 88.47 | 38,804 |
| 15 | That the Company be authorised to purchase its own shares. | 101,256,318 | 98.93 | 1,093,886 | 1.07 | 102,350,204 | 88.51 | 0 |
| Ordinary Resolution | | | | | | | | |
| 16 | That the waiver of Rule 9 be approved | As this resolution may only be passed by the Non-Concert Party Shareholders (as defined in the Notice of Annual General Meeting), please see the table below for the voting results | ||||||
* percentage of the total votes cast vs the total voting rights attributable to the 115,641,650 ordinary voting shares of nil par value as at 31st July 2024. 629,562 ordinary shares were held in treasury, which do not carry voting rights.
As the Company has a controlling shareholder (as defined in the Financial Conduct Authority's UK Listing Rules), being the Concert Party (as defined in the Notice of Annual General Meeting), the resolutions to elect the independent directors (being resolutions 7 to 9) have, under UK Listing Rule 6.2.5, been approved by a majority of the votes cast by:
· the shareholders of the Company as a whole; and
· the independent shareholders of the Company (being the Non-Concert Party Shareholders), that is, all the shareholders entitled to vote on each resolution excluding the controlling shareholder.
In accordance with the Takeover Code, Resolution 16, to waive the application of Rule 9 of the Takeover Code has been approved by a majority of the votes cast by the Non-Concert Party Shareholders.
The votes of the independent shareholders in respect of such resolutions are as follows:
| Votes of the independent shareholders | Votes For | % of Votes Cast For
| Votes Against | % of Votes Cast Against | Total Votes Cast | % Total Eligible Voting Rights Voted** | Votes Withheld | |
| Ordinary Resolutions | | | | | | | | |
| 7 | To re-appoint Geoff Gavey as a Director of the Company. | 60,344,787 | 96.22 | 2,371,103 | 3.78 | 62,715,890 | 82.51 | 0 |
| 8 | To re-appoint Michael Liston as a Director of the Company. | 47,958,182 | 76.57 | 14,677,749 | 23.43 | 62,635,931 | 82.41 | 79,959
|
| 9 | To re-appoint Alison Hutchinson as a Director of the Company. | 61,309,293 | 97.76 | 1,406,597 | 2.24 | 62,715,890 | 82.51 | 0 |
| 16 | That the waiver of Rule 9 be approved. | 44,052,626 | 70.24 | 18,661,167 | 29.76 | 62,713,793 | 82.51 | 2,097 |
** percentage of the total votes cast vs the total voting rights attributable to the 76,007,336 ordinary voting shares of nil par value held by the Non-Concert Party Shareholders as at 31st July 2024.
Full details of each of the Concert Party's current shareholdings and their shareholdings if the authority granted under Resolution 15 was exercised in full are as follows:
| Member of Concert Party | Role | Number of Shares | Percentage of issued ordinary share capital (as at 31st July 2024) | Percentage of issued ordinary share capital following the exercise of Resolution 15*** |
| Bernard Fairman (through Beau Port Investments Limited) |
Executive Chairman | 32,324,699 | 28.0 | 31.1 |
| Gary Fraser (and his wife, Susan Fraser) | Chief Financial Officer and Chief Operating Officer | 4,413,365 | 3.8 | 4.2 |
| David Hughes | Chief Investment Officer | 2,896,250 | 2.5 | 2.8 |
| Total: | 39,634,314 | 34.3 | 38.1 | |
*** Assuming that: (i) none of the Concert Party has Shares bought back pursuant to authority set out in Resolution 15; (ii) no further Shares are issued; and (iii) the authority pursuant to Resolution 15 is exercised in full.
The Board is pleased that all resolutions were duly passed but notes the proportion of votes cast against Resolutions 8 and 16 by the independent shareholders was over 20%. The Board is pleased that Resolutions 8 and 16 were passed with the support of the majority of the Company's shareholders and notes that there has been an increase in the proportion of votes in favour of Resolution 16 re the Rule 9 waiver. However, as the views of all the Company's shareholders is extremely important to the Board, it will continue to engage with investors on both Resolutions to better understand the reasons behind their dissent. An update will be published on that engagement within six months.
Notes
A 'Vote Withheld' is not a vote in law and has not been counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.
The total number of shares on the register at the close of business on 31st July 2024, being those eligible to be voted on at the AGM, was 115,641,650. A copy of the resolutions can be found in the Notice of Annual General Meeting available at: https://www.fsg-investors.com/shareholder-centre
This announcement is made pursuant to the requirements of UK Listing Rule 6.4.13. Copies of the resolutions approved by shareholders which do not constitute ordinary business will be submitted as soon as practicable to the Financial Conduct Authority and will shortly be available for inspection via the National Storage Mechanism:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
The results will also be made available on the Company's website:
https://www.fsg-investors.com/shareholder-centre
For further information please contact:
| Foresight Group Investors |
| Liz Scorer / Ben McGrory |
| +44 (0) 7966 966956 / +44 (0) 7443 821577 |
| ir@foresightgroup.eu |
| |
Deutsche Numis
Charles Farquhar / Rajesh Iyer
+44 (0) 207 260 1000
| H-Advisors Maitland |
| Sam Cartwright / Audrey Da Costa |
| +44 (0) 782 725 4561 / +44 (0) 781 710 5562 |
Foresight@h-advisors.global
About Foresight Group Holdings Limited
Founded in 1984, Foresight is a leading investment manager in real assets and capital for growth, operating across the UK, Europe, and Australia.
With decades of experience, Foresight offers investors access to attractive investment opportunities at the forefront of change. Foresight actively builds and grows investment solutions to support the energy transition, decarbonise industry, enhance nature recovery and realise the economic potential of ambitious companies.
A constituent of the FTSE 250 index, Foresight's diversified investment strategies combine financial and operational skillsets to maximise asset value and provide attractive returns to its investors. Its wide range of private and public funds is complemented with a variety of investment solutions designed for the retail market.
Foresight is united by a shared commitment to build a sustainable future and grow thriving companies and economies.
Visit https://foresight.group for more information.
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