Publication of Shareholder Circular, Notice of EGM
16 February 2021
JLEN Environmental Assets Group Limited
("JLEN" or the "Company")
Approval of changes to the Company's investment policy, approval of amendments to articles of incorporation and notice of Extraordinary General Meeting
The Company announces the publication of a circular to Shareholders (the "Circular"), which includes details of certain proposed changes to the Company's investment policy and certain proposed changes to the Company's articles of incorporation (the "Proposals").
Full details of the Proposals are set out in the Circular, the purpose of which is to convene an extraordinary general meeting of the Company to be held at 10.00 a.m. on 8 March 2021 (the "Extraordinary General Meeting") to propose: (i) an ordinary resolution to approve the proposed changes to the Company's investment policy; and (ii) a special resolution to approve the proposed changes to the Company's articles of incorporation (the "Articles").
Proposed changes to the investment policy
The proposed changes to the Company's investment policy seek to reflect the growth of the environmental infrastructure market during the period since the Company's IPO and the expected continued development of that market in the future. As set out in further detail in the Circular, the proposed investment policy allows the Company to access a wider pool of environmental infrastructure investments, both by sub-sector and geography.
Whilst the Company will remain prudent in deciding which investments to pursue, the Board and the Investment Adviser believe that broadening the investment policy in this way will help the Company to continue to meet its investment objectives and respond to developments in the changing market in which it operates.
The most significant proposed changes to the Company's investment policy, which are set out in full in the Circular, are summarised below.
Broader definition of "environmental infrastructure"
Under the revised investment policy, the Company will continue to seek to achieve its investment objective by investing in a diversified portfolio of environmental infrastructure. However, the definition of "environmental infrastructure" for these purposes would be expanded to include a wider pool of prospective investment, including infrastructure assets, projects and asset-backed businesses that utilise natural or waste resources or support more environmentally friendly approaches to economic activity, support the transition to a low carbon economy or which mitigate the effects of climate change.
Sectors in which the Investment Adviser expects there may be attractive investment opportunities for the Company which would better fit within the revised definition of "environmental infrastructure" include, but are not limited to:
• Battery storage projects;
• Businesses which provide support services to core environmental infrastructure projects;
• Low carbon agriculture, including vertical farming assets;
• Connecting infrastructure such as district heating and other core infrastructure used by environmental assets;
•Agriculture/bioenergy supply chain businesses serving anaerobic digestion plants and other bioenergy technologies which rely heavily on the upstream feedstock supply chain; and
• Low carbon transport infrastructure such as electric vehicle charging infrastructure.
Investment in member states of the European Union which are not members of the OECD
The Company's existing investment policy expressly prohibits it from investing in projects which are located in countries other than those which are members of the OECD. The revised investment policy would, if approved by Shareholders, allow the Company to invest in member states of the European Union which are not members of the OECD.
The Investment Adviser believes that these jurisdictions may provide attractive investment opportunities for the Company of which it would be unable to take advantage under its existing investment policy. The Company expects to continue to have a significant majority invested in the UK and OECD countries, with at least 50 per cent. of the portfolio (by value) being based in the UK.
Increased proportion of the Net Asset Value which may be invested in construction projects
Under the Company's existing investment policy, the Company may not acquire any investment if, as a result of such investment, 15 per cent. or more of the Net Asset Value is attributable to projects which are in construction and are not yet fully operational. If approved by Shareholders, the revised investment policy would increase this limit by 10 per cent., such that up to 25 per cent. of the Net Asset Value could be attributable to projects which are in construction.
Whilst the Company would continue to be selective in pursuing assets that are under construction, the Board and the Investment Adviser believe that amending the Company's investment policy in this way will provide greater flexibility for the Company to acquire assets at an earlier stage in their life cycle, improving its competitive position in respect of acquisition opportunities and enhancing returns for Shareholders.
It is also proposed to make a number of additional minor clarificatory and consistency changes to the investment policy. These minor changes are shown, along with the other changes discussed above, in the mark-up against the Company's existing investment policy set out in the Circular.
Proposed changes to the Articles
In addition to the proposed changes to the investment policy, the Proposals to be considered at the Extraordinary General Meeting include the adoption of amended Articles. The principal changes reflected in the amended Articles are as follows:
•To approve an increase the aggregate annual limit on the remuneration of Directors from £300,000 to £400,000 per annum. The Directors believe that, amongst other things, the proposed increase is appropriate in order to allow the Company, as part of its succession planning measures, to implement a transition period in respect of incoming Directors which may see a temporary increase in the overall number of Directors.
• To remove certain restrictions under the Articles relating to, amongst other things: (i) the majority of Directors being resident in the United Kingdom for tax purposes; (ii) board and committee meetings being held in the United Kingdom; and (iii) Directors who are physically located in the United Kingdom participating in board and committee meetings. These amendments will allow the Company to take advantage of the flexibility offered under UK tax legislation which removed the concern that non-EEA alternative investment funds (such as the Company) could be treated as tax-resident in the United Kingdom if their board meetings were held in the UK.
The Company is also proposing to make certain administrative and procedural changes to the Articles, including to conform them with certain changes to the Guernsey Companies Law since the current Articles were adopted in 2014. The proposed changes to the Articles are summarised in full in the Circular.
Meeting Arrangements
On 23 January 2021 the States of Guernsey announced that the island will enter lock-down with immediate effect. Up to date information can be found at covid19.gov.gg.
If the local lockdown and current restrictions on inbound travel introduced by the States of Guernsey in response to the COVID-19 pandemic remain in place at the intended time scheduled for the meeting, physical attendance at the Extraordinary General Meeting will be difficult or impossible for all Shareholders. Accordingly, the Company urges Shareholders to vote by proxy and to appoint the chairman of the meeting as their proxy for that purpose.
All votes on the resolutions contained in the notice of Extraordinary General Meeting will be held by poll so that all voting rights exercised by Shareholders who are entitled to do so at the Extraordinary General Meeting will be counted.
Extraordinary General Meeting
A notice convening the Extraordinary General Meeting of the Company, which is to be held at 10.00 a.m. on 8 March 2021 at Sarnia House, Le Truchot, St Peter Port, Guernsey GY1 1GR, is set out at the end of the Circular.
Recommendation
The Board believes that the Proposals are in the best interests of the Company and Shareholders as a whole and unanimously recommends that Shareholders vote in favour of both Resolutions, as all of the Directors intend to do in respect of their own beneficial holdings of Ordinary Shares.
Expected timetable
|
Latest time and date for receipt of Forms of Proxy |
10.00 a.m. on 4 March 2021 |
|
Extraordinary General Meeting |
10.00 a.m. on 8 March 2021 |
All references are to London times. The dates and times specified above are subject to change. If such a date and/or time is changed, the Company will notify Shareholders of changes to the timetable by the publication of an announcement through a Regulatory Information Service.
The Circular will be posted to Shareholders today and a copy of the Circular can be found on the Company's website at www.jlen.com.
A copy of the Circular has been submitted to the National Storage Mechanism and will shortly be available for viewing online at the following website address: https://data.fca.org.uk/#/nsm/nationalstoragemechanism. Copies of this, and the form of proxy to be used by Shareholders, are also available from the Company Secretary using the details below, or by email to JLEN@praxisifm.com.
Terms used and not defined in this announcement shall have the meanings given to them in the Circular.
For further information, please contact:
|
Foresight Group Chris Tanner Chris Holmes
|
+44(0)20 3667 8100 |
|
Winterflood Investment Trusts Neil Langford Chris Mills
|
+44(0)20 3100 0000
|
|
Newgate Communications Elisabeth Cowell
|
+44(0)20 3757 6880 |
|
Praxis Fund Services Matt Falla Gemma Woods
|
+44(0)1481 755530 |
Further details of the Company can be found on its website www.jlen.com
LEI: 213800JWJN54TFBMBI68
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