29 June 2018
Foresight Solar & Infrastructure VCT plc
GM Statement and Share Class Merger
The Board of Foresight Solar & Infrastructure VCT plc (the “Company”) is pleased to announce that at the General Meeting and adjourned Class Meetings of the Company held earlier today, the sole resolution proposed in each case, to effect the merger of the Company’s three classes of shares into a single enlarged ordinary share class, was duly passed on a show of hands at the General Meeting and on a poll at the Class Meetings.
The proxy voting was as follows:
General Meeting
| Resolution | Votes For (or at Chairman’s discretion) | Votes Against |
| Merger of share classes | 7,550,474 (96.42%) | 280,720 (3.58%) |
Ordinary Share Class Meeting
| Resolution | Votes For (or at Chairman’s discretion) | Votes Against |
| Approval of resolution at general meeting | 3,396,135 (93.22%) | 247,170 (6.78%) |
C Share Class Meeting
| Resolution | Votes For (or at Chairman’s discretion) | Votes Against |
| Approval of resolution at general meeting | 2,411,175 (99.51%) | 11,700 (0.49%) |
D Share Class Meeting
| Resolution | Votes For (or at Chairman’s discretion) | Votes Against |
| Approval of resolution at general meeting | 1,328,621 (100%) | 0 (0.00%) |
Further to the circular published by the Company on 5 June 2018 (the “Circular”), the Ordinary Shares, C Shares and D Shares of the Company have consequently been merged into a single class of Ordinary Shares based on the following conversion ratios:
| Prior to share class merger | Ordinary Shares GB00B640GZ49 | C Shares GB00B8B31886 | D Shares GB00B8B31886 | Deferred Shares | TOTAL |
| 27,026,216 | 12,471,570 | 5,636,181 | - | 45,133,967 | |
| Conversion Ratio | - | 0.9057 | 0.9917 | - | |
| Post share class merger | Ordinary Shares GB00B640GZ49 | C Shares (to be renamed Ordinary Shares) GB00B640GZ49 | D Shares (to be renamed Ordinary Shares) GB00B640GZ49 | Deferred Shares (unlisted) | |
| 27,026,216 | 11,295,439 | 5,589,534 | 1,222,778 | 45,133,967 |
Immediately following the class merger and re-designation as described in the Circular and as completed earlier today, the Company’s issued share capital is 43,911,189 Ordinary Shares and 1,222,778 Deferred Shares.
CREST accounts are expected to be credited for revised holdings of new Ordinary Shares by 2 July 2018 with share certificates dispatched for new holdings of Ordinary Shares by 9 July 2018.
Applications have been made to the UK Listing Authority and the London Stock Exchange to update the listing records for the Ordinary Shares and to effect the removal from the listing of the C Share and D Shares classes, expected to become effective on 4 July 2018.
Share certificates for those Ordinary Shares arising on conversion of the C Shares and D shares will be dispatched by 9 July 2018 if the proposals are approved.
For further information please contact:
Gary Fraser, Foresight Group: 020 3667 8100