JLEN
JLEN
 

In this section

ANNUAL GENERAL MEETING

Introduction to Notice of AGM 2024

The annual general meeting of the Company will be held at at 1 Royal Plaza, Royal Avenue, St Peter Port, Guernsey GY1 2HL at 10:00 a.m. (BST) on 13 September 2024. 

A number of Resolutions are being proposed in relation to the ordinary administrative business of the Company. 

The Formal Notice of AGM can be found in Part 2 of the Notice of AGM 2024 circular and full details of each of the resolutions to be proposed at the AGM are set out in Part 3 of the Notice of AGM.  The link to which can be found below.

The Notice of AGM 2024 explains in more detail one of the proposals which relates to the continuation of the Company, Resolution 16 (the “Discontinuation Resolution”), and why the Board unanimously recommends that Shareholders VOTE AGAINST the Discontinuation Resolution.

 

 

Notice of AGM 2024

Notice of AGM 2024

PDF

Form of Proxy

Form of Proxy

PDF

Background and Rationale to Vote Against Discontinuation (Special Resolution 16)

In accordance with the Company’s policy, a Discontinuation Resolution is being proposed as a special resolution at the AGM (Resolution 16). Further details are set out in the Notice of AGM 2024 as well as the Explanatory notes to the resolutions being proposed at the AGM.

Growing demand for diversified environmental infrastructure

The Board believes that the Company is well positioned to continue to deliver on its objectives over the long term. The demand for environmental infrastructure continues to grow and there are exciting prospects for the broad range of technologies and assets that JLEN invests in. JLEN provides investors with an opportunity to invest in a diversified portfolio of sustainable infrastructure assets that offer long term growth and income while contributing towards cleaner and more resource efficient places to live.

The Company’s business model and prudent approach to capital allocation are supported by a dedicated and experienced investment management team at Foresight Group, a specialist asset manager in the space with 4.7GW of green energy technology capacity under management.

The portfolio is well positioned to deliver further growth

Over the past ten years JLEN has navigated through regulatory changes, inflationary pressures, power price volatility, economic cycles, and geopolitical challenges under the watchful stewardship of the Board and the Investment Manager. This includes:

  • repositioning the portfolio away from core wind and solar assets and into other environmental infrastructure assets such as waste and bioenergy,
  • successfully carrying out expansions and enhancements across a range of asset types,
  •  undertaking selective asset disposals to provide for reinvestment in the portfolio, and;
  •  diversifying its portfolio into construction stage assets with greater potential for capital growth.

As a result of this evolution, the portfolio is well placed to continue to deliver strong revenues and growth for shareholders going forward.

The Board believes that the value in the portfolio will be maximised through a continuation of the Company in its current form and for the Investment Manager to continue implementing the investment strategy.

The operational assets in the portfolio provide a strong level of income that supports JLEN’s continued dividend growth with a high degree of inflation-linkage and a material proportion of revenues being subsidies and fixed pricing. The continued operation of these assets allows the Investment Manager to deliver further efficiencies and enhancements to generate further income and NAV growth, while undertaking selective disposals to provide funding for reinvestment in the portfolio.

The construction and development assets in the portfolio provide greater potential for NAV growth. As at 30 June 2024, approximately 10 per cent of the portfolio is in assets that are in construction or in the development stage, which typically increase in value as they pass through construction into operations. The Company also holds certain assets that are in the early stages of operation, including the Glasshouse and the CNG refuelling business, that have the potential to ramp up further, demonstrating higher revenues and a de-risking of their business models.

The Board believes that seeking to dispose of construction and development stage assets and/or early-stage operational assets in the near-term would be sub-optimal for investors compared to continuing to hold and develop this segment of the portfolio.

Share buybacks funded through asset sales

In accordance with its stated approach to capital allocation, the Company is actively engaged in several asset sale processes across different sub-sectors of the portfolio and on 15 August 2024, JLEN announced the disposal of 51% of a portfolio of six anaerobic digestion facilities. The proceeds from this disposal will enable the Company to recycle capital within the portfolio and provide funds for JLEN to commence share buybacks. In that regard, the Company recently announced a buyback programme for the repurchase of up to £20 million of its issued share capital.

The Board and the Investment Manager continue to believe that the discount to net asset value at which JLEN’s shares are currently trading materially undervalues the Company, and so represents an attractive investment opportunity delivering NAV accretion for shareholders.

The Board of Directors’ Full Voting Recommendations

The Board considers that Resolutions 1 to 15 to be proposed at the AGM are in the best interests of the Company and its members. Accordingly, the Board unanimously recommends shareholders VOTE IN FAVOUR of these Resolutions.

The Board unanimously recommends that shareholders VOTE AGAINST Resolution 16.

Please find here a completed Form of Proxy example of how the Board would recommend voting at this AGM. As noted, there are two ways in which Shareholders can vote, either by ticking or putting an ‘X’ in the first box to select voting in line with the Board’s recommendations or by selected the individual resolutions below.

 

Proxy Form

How to vote your shares

You should ensure that your Proxy Appointment (and any relevant supporting documents) are returned to the Company’s registrars, Link Group, by one of the following means:

Shareholders are encouraged to vote on the resolutions to be proposed at the AGM which, to be valid, should be completed, signed and returned so as to be received by the Company’s Receiving Agent, Link Group, at PXS1, 34 Beckenham Road, Beckenham, Kent BR3 4ZF as soon as possible but, in any event, so as to arrive by 10.00 a.m. (BST) on 11 September 2024.

Shareholders are strongly encouraged to exercise their voting rights by appointing a proxy where possible, using one of the following methods:

  • By logging on to https://www.signalshares.com and following the instructions; or
  • By printing a copy of the form of proxy which is available for download on the link above or by requesting a hard copy form of proxy directly from the Company’s registrars, Link Group, via email at shareholderenquiries@linkgroup.co.uk. Hard copy proxy forms should be returned by post, by courier or by hand to PXS 1, Link Group, Central Square, 29 Wellington Street, Leeds, LS1 4DL; or
  • In the case of CREST members, by utilising the CREST electronic proxy appointment service in accordance with the procedure set out in the notes to the notice of AGM 2024.

Telephone: 0371 664 0300. 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. Lines are open between 09:00 – 17:30, Monday to Friday excluding public holidays in England and Wales.

Beneficial shareholders who hold shares through a broker or nominee

Most brokers have a deadline of at least 5 working days prior to the official vote deadline to allow time to collate and submit individuals votes.

As the vote deadline for this AGM is 11 September, we are urging shareholders to vote before Wednesday, 6 September 2024, at the latest.

By nominee or broker – if you hold your JLEN shares through a CREST nominee or broker you will need to instruct them on how to vote.

If you have not received any correspondence from your broker, we advise you to contact them immediately and instruct them to vote on your behalf for the JLEN Environmental Assets Group Limited Annual General Meeting being held on 13 September 2024. Please also quote JLEN’s ISIN: GG00BJL5FH87 or SEDOL: BJL5FH8 code so they can identify the relevant event.

Platforms

If you hold your shares through an execution-only platform, please contact them directly to ensure they vote according to your preferences.

Hargreaves Lansdown (“HL”)

Instruct HL directly on how to vote your shares. To do this, log into your account and send them an electronic instruction using their “online election” facility.

You may need to include information, such as JLEN Environmental Assets Group Limited, Annual General Meeting being held on the 13 September 2024, ISIN: GG00BJL5FH87 or SEDOL: BJL5FH8.

More information is available on HL’s website. – https://www.hl.co.uk/

If you require any further assistance, you can also contact the customer service team by calling 0117 321 4173 or via secure messaging at https://www.hl.co.uk/investment-services/email-us

AJ Bell

Instruct AJ Bell directly with how to vote your shares. To do this, log into your AJ Bell account and send them a secure message confirming how you want to vote for each resolution.

You may need to include general information, such as JLEN Environmental Assets Group Limited, Annual General Meeting being held on the 13 September 2024, ISIN: GG00BJL5FH87 or SEDOL: BJL5FH8.

More information is on AJ Bell’s website. – https://www.ajbell.co.uk/

If you require any further assistance, you can also contact the customer service team by calling 0345 54 32 600 or emailing help@ajbell.co.uk

Interactive Brokers

To make sure they receive your instructions, you will need to create a web ticket by logging in to Interactive Brokers portal, opening the “Help” menu and navigating to the “Secure Message Center”. Then click “Compose” and open a new ticket in the “Account Services” category. You will be prompted to select a topic, which should be “Corporate Actions/Dividends”.

More information is available on their website – www.interactivebrokers.co.uk/en/trading/corp-action-instructions.php.

If you require any further assistance, you can also contact the customer service team by calling  020 3744 7220 or by submitting a ticket via their Message Centre at https://www.interactivebrokers.co.uk/en/general/contact/newContact/contact.php

Interactive Investors

Instruct Interactive Investors directly on how to vote your shares. In your online account, you can vote in the “Voting Mailbox”, under “Portfolio”.

More information is available on their website – https://www.ii.co.uk/

Alternatively, for support, you can contact Interactive Investor on 0345 607 6001 or by sending a secure message via their website at https://secure.ii.co.uk/webbroker2/?destination_op=secureMessages

Halifax (“HSDL”)

Log into your HSDL account online, or in the app, select “Account Management” then “Important Notifications” to advise them on how you would like to vote your shares.

More information can be found on the Halifax website – www.halifax.co.uk/investing/help-and-guidance/existing-customer/what-is-a-corporate-action.html.

For support, contact HSDL on 0345 722 5525.

Barclays Smart Investor

In order to vote you must contact the customer support team via Telephone to provide your voting instruction on 0800 376 7954

Evelyn Partners

Log in to your account in order to instruct your vote.

More information can be found on the Evelyn Partners website: https://www.evelyn.com/

For support, contact Evelyn on 020 7131 4000 or via secure message at https://www.evelyn.com/contact-us/

 

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