REG - Asian Energy Impact Asian Energy - AEIT Asian Energy - AEIP - Notice of General Meeting

Asian Energy Impact TrustAnnouncement

21/05/2024 10:15

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RNS Number : 2835P  Asian Energy Impact Trust PLC  21 May 2024

LEI: 254900VC23329JCBR9G82

 

21 May 2024

 

Asian Energy Impact Trust plc

(the "Company" or "AEIT")

 

Notice of a general meeting to consider a proposal for the winding-up of the
Company

introduction

The Company announced on 11 April 2024 that the Board had concluded its
strategic review of the options for the Company's future (the "Strategic
Review") and that, following careful consideration of the options available to
the Company after consultation with its advisers and taking into account
feedback from investors, it had concluded that it is in the best interests of
shareholders as a whole to put forward a proposal for the realisation of the
Company's investments in a manner that seeks to achieve a balance between
optimising the value returned to shareholders and progressively returning cash
to shareholders in a timely manner (the "Realisation Strategy").

The Strategic Review was launched in August 2023 after shareholders, in line
with the Board's voting recommendation, voted against a resolution to continue
the Company in its present form. As many shareholders had expressed an
interest in a potential relaunch of the Company, the Strategic Review
initially involved, alongside options for a Realisation Strategy, detailed
consideration of relaunch proposals received from a range of potential
investment manager candidates, including the Company's current investment
manager, Octopus Energy Generation ("OEGen"). In reviewing the prospects for a
successful relaunch of the Company, the Board was cognisant of, in particular,
the current relatively small size of the Company, the high level of the
Company's operating costs as a percentage of its net assets, the prospective
relatively low shareholder returns in the early years following a relaunch and
the need to raise significant further capital in due course in order to
support the Company's long-term future. The Board believes that such factors,
in addition to the current adverse macroeconomic conditions, would be likely
to weigh heavily on the Company's share price, resulting in the shares
continuing to trade at a price significantly below their net asset value and
impeding the prospects for a successful capital raising in the foreseeable
future.

Having consulted with shareholders representing a significant proportion of
the Company's issued share capital, the Board concluded that a relaunch of the
Company was not in the best interests of shareholders as a whole. Accordingly,
since the announcement on 11 April 2024 the Board's focus has been on
assessing the relative risks and merits of different proposals for
implementing the Realisation Strategy. The key focus of the Board has been to
put forward the proposal which it considers will best achieve a balance
between optimising the value returned to shareholders and progressively
returning cash to shareholders in a timely manner.

The Board, together with OEGen and the Company's financial, tax and legal
advisers, has undertaken a detailed review of the relative benefits of either
(i) an immediate members' voluntary liquidation of the Company (an "immediate
winding-up") or (ii) a change of investment policy to permit a managed
wind-down and realisation process (during which time the listing of the
Company's shares would be maintained) followed by a members' voluntary
liquidation (a "managed wind-down"). The review has included assessing whether
the approach to realising the Company's investments pursuant to the
Realisation Strategy would be the same for each option. The review has also
included consideration of different mechanisms and certain potential tax
implications for returning cash to shareholders and performing a detailed
analysis of the estimated costs associated with each option. The results of
the review are that the Board is now recommending shareholders vote in favour
of a proposal for the immediate winding-up of the Company by way of a members'
voluntary liquidation and the appointment of liquidators (the "Proposal").
Details of the key reasons driving this recommendation (based on the outcome
of the Strategic Review and the review of the relative benefits of an
immediate winding-up versus a managed wind-down, including feedback from
shareholders during the consultation stages) are set out below under the
heading 'Reasons why the Board recommends you vote in favour of the
Resolution'.

The Company will hold a general meeting at the offices of Stephenson Harwood
LLP, 1 Finsbury Circus, London EC2M 7SH on Friday, 14 June 2024 at 10.45 a.m.
(or, if later, immediately after the conclusion or adjournment of the annual
general meeting of the Company to be held on the same day) (the "General
Meeting") at which shareholders will be asked to vote on a resolution to
wind-up the Company (the "Resolution"). If the Resolution is passed,
liquidators will be appointed to realise the Company's investments and return
cash to shareholders from time to time (with OEGen appointed to continue to
manage the Company's investments through the realisation process) and the
listing of the Company's shares will be cancelled. The notice of the General
Meeting (the "Notice of General Meeting") will be posted to shareholders
today, and copies will shortly be available on the Company's website,
https://www.asianenergyimpact.com/ (https://www.asianenergyimpact.com/) , and
at the National Storage Mechanism, which is located at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

reasons why the board recommends you vote in favour of the resolution

Strategy for optimising value returned to shareholders is the same under both
options

In the event of a managed wind-down, the Board would have overseen the
realisation of AEIT's investments in a manner that sought to achieve a balance
between optimising the value returned to shareholders and progressively
returning cash to shareholders in a timely manner. As part of that strategy,
the Board would have continued to investigate the Company's right to seek
compensation for the material asset value loss that it has suffered and the
additional professional fees that it has incurred over the last 12 months. The
Board has been working closely with the liquidators who will be appointed if
the Resolution is passed to ensure an orderly transfer of responsibilities in
the event of the Resolution being passed. Following its discussions with OEGen
and the liquidators, the Board is satisfied that, on an immediate winding-up,
OEGen and the liquidators will adopt a similar approach to the implementation
of the Realisation Strategy. Recognising the Board's knowledge of the Company
and past events affecting the Company, to assist the liquidators in
implementing the Realisation Strategy, including completing the Company's
investigations to seek compensation as referred to above, the Directors have
agreed to make their services available to the liquidators as required (for
which the Directors will be compensated on a time-incurred basis).

To effect optimal and cost-efficient distributions to shareholders

If the Resolution is passed, given the significant amount of cash held by the
Company, the liquidators would expect to make an initial distribution of cash
to shareholders by the end of July 2024, with further payments to follow when
the Company's investments are sold, income or capital payments are received
from its investments or its requirement to retain cash for contingencies
reduces. Based on the cash balance of US$42 million as at 17 May 2024, and
after taking into account the Company's liabilities and capital commitments as
at 20 May 2024 and providing for the Company's working capital requirements
during liquidation and a retention for contingencies (including the
possibility of further delays in completing the 200 MW solar project that
forms part of the Rewa Ultra Mega Solar Park (the "RUMS project")), the
initial distribution of cash to shareholders is currently estimated to be in
the region of US$20 million (equivalent to 11.4 cents per share), with the
actual amount to be determined at the time of the initial distribution to
shareholders. Minimal costs will be incurred in making distributions in
liquidation.

Prior to liquidation in a managed wind-down, the most likely mechanism for
returning cash to shareholders would be via one or more tender offers.
Distributions in a managed wind-down are subject to Companies Act
considerations which, amongst other things, regulate how net assets and
distributable reserves are calculated for the purpose of determining whether
or not a public company can make a distribution to shareholders. By way of
illustration, if the Company had undertaken a tender offer on 31 March 2024
approximately US$15 million would have been available for return to
shareholders. Whilst, in a managed wind-down, it would be possible to complete
a tender offer by the end of July 2024, the aggregate value of an initial
tender offer would be determined by the Company's net assets at that time and,
accordingly, such amount could be higher or lower than US$15 million and any
subsequent tender offer could be subject to a court-approved reduction in
capital (and there is no guarantee that such approval would be granted). The
costs incurred in implementing a tender offer would be higher than a
distribution in a liquidation and include stamp duty (at the rate of 0.5% of
the aggregate tender offer value), professional fees and document costs. To
participate in a tender offer, shareholders would be required to take action
by tendering their shares and, if they failed to do so, they would not
participate in the return of cash (and their pro rata interest in the
Company's remaining assets would increase).

As an alternative to a tender offer, consideration was given to the
possibility of returning funds in a managed wind-down scenario by way of a
so-called 'B share scheme' (a mechanism that would require a bonus issue of
redeemable shares which would then be redeemed). However, as well as involving
additional complexity compared to a tender offer, it was considered that a B
share scheme could give rise to material adverse tax consequences for certain
shareholders.

The Board considers that, in the case of the Company, a cash distribution as
part of a liquidation offers material advantages compared with a tender offer
as the Companies Act considerations referred to above do not apply to
distributions in liquidation, and shareholders will benefit from lower costs
being incurred in making distributions in liquidation relative to tender offer
costs. In addition, a distribution in liquidation is made pro rata to all
shareholders, without any action required by shareholders.

Shareholders are also referred to the information below under the heading
'Taxation' for a summary of certain limited aspects of the tax treatment of
cash distributions made to shareholders in connection with a members'
voluntary liquidation of the Company.

To minimise costs during the realisation process and therefore maximise value
for shareholders

As noted above, a key focus in reviewing the alternative options for
implementing the Realisation Strategy has been the relative costs associated
with an immediate winding-up versus a managed wind-down. On liquidation, there
are immediate cost savings for the Company resulting from the cancellation of
its listing and consequential reduced adviser and service provider costs. In
particular, the Company would no longer pay listing fees, fees and other costs
associated with regular portfolio valuations, annual non-executive director
fees, AIFM fees, broker fees, PR fees, audit fees or (after a short handover
period to the liquidators) company secretarial and administration fees during
the liquidation. The costs associated with reporting and other administrative
matters would also be lower during liquidation. A detailed analysis of the
relative annualised recurring operating costs of the Company (including the
estimated liquidators' costs in the event of an immediate winding-up but
excluding investment management fees in both scenarios) has shown that cost
savings of approximately US$1.0 million could be achieved in an immediate
winding-up relative to a managed wind-down (prior to liquidation).

OEGen will be retained to manage the Company's investments throughout the
liquidation process

OEGen was appointed, with effect from 1 November 2023, to act as the Company's
transitional investment manager for an initial period of six months to 30
April 2024, with the appointment thereafter rolling forward until terminated
by any of the parties to the investment management agreement giving to the
others not less than one month's notice. OEGen's immediate priorities were to
assist with finalising the 31 December 2022, 30 June 2023 and 30 September
2023 valuations, 2022 audit and accounts and 2023 interim report and lifting
the suspension of admission to listing and trading of the Company's shares as
soon as possible, as well as overseeing the construction of the RUMS project,
developing a relationship with each of the local asset managers responsible
for the Company's investments and undertaking a deep dive of the underlying
assets. Those workstreams, with the exception of construction of the RUMS
project are now complete.

On an immediate winding-up, the Company will still require an investment
manager to manage its investments and the realisation thereof in an orderly
and financially efficient manner. Accordingly, if the Resolution is passed,
during the liquidation process the Company (acting through the liquidators)
will retain OEGen as the Company's investment manager, enabling the Company to
continue to benefit from OEGen's recent experience in the management of, and
knowledge of, the Company's portfolio. The team at OEGen will focus on
assisting and advising the liquidators in realising, on behalf of all
shareholders, the Company's investments, taking into account the objective of
achieving a balance between optimising the value returned to shareholders and
progressively returning cash to shareholders in a timely manner.

New investment management fee arrangements appropriate to the Realisation
Strategy

During the period from 1 October 2023 to 30 April 2024, OEGen earned fees
equivalent to US$316,667 per month. The fee arrangements were structured for a
transitional investment management role in very difficult circumstances and
not with management of a Realisation Strategy in contemplation. The existing
investment management agreement with OEGen is currently rolling forward on a
month-to-month basis with a management fee of US$193,000 per calendar month.
If the Resolution is passed, the existing investment management agreement will
terminate with effect from 30 June 2024 and the Company, acting by its
liquidators, will enter into a new investment management agreement with OEGen
with effect from 1 July 2024 which will cater for the services required to be
provided by a professional investment manager during the liquidation process.

The fee structure under the new investment management agreement will be as
follows:

§   in respect of services relating to the management of the Company's
investments, a fee of US$115,000 per calendar month, which will reduce as the
Company's investments are sold, subject to a minimum fee of US$50,000 per
calendar month until the completion of all sales;

§   in respect of services relating to the sale processes for the Company's
investments, a fee of US$90,000 per calendar month for the nine-month period
from 1 July 2024 to 31 March 2025; and

§   while the new investment management agreement remains in force,
incentive fees comprising:

§   7.5% of the amount by which the realised gross equity valuation (on an
entire portfolio basis) of the Company's investments less local transaction
fees exceeds the 31 March 2024 portfolio valuation (being US$41.9 million)
adjusted upwards as appropriate by capital injections made by the Company into
its underlying investments, and taking into consideration any capital received
by the Company from its underlying investments, after 31 March 2024; and

       US$250,000, payable if legally binding sale agreements have
been entered into in respect of all investments in the Company's portfolio
prior to 31 December 2025.

The new investment management agreement shall be terminable on three months'
notice by the Company (acting by its liquidators) or OEGen, with such notice
not to expire prior to 31 March 2025, unless all asset sales have been
completed before this date in which case the agreement shall expire at the end
of the calendar month in which the last asset sale completes.

The Board and its advisers have compared the new fee arrangement with other
comparable investment trusts in the sector, including trusts in wind-down, in
the context of the Company's net asset value, gross asset value (noting that
its gearing level is significantly higher than its peers) and total MW
capacity under management; the new fee arrangement is at the high end of the
range based on gross asset value but at the low end of the range based on
total MW capacity.

The Board and its advisers have also considered the new fee arrangement in
light of proposals received from other investment manager candidates and a fee
proposal from a managed wind-down specialist who could also act as liquidator;
the Board and its advisers believe that the new fee arrangement compares
favourably with that proposal.

In the particular circumstances in which the Company finds itself, the Board
does not believe that any cost savings potentially attainable from alternative
investment management options would outweigh the benefits of continuing with
OEGen, including giving consideration to the in-depth work on the Company's
investments which OEGen has undertaken in recent months and the level of
expertise it has in the portfolio, which would not be possible to replace in
the short term. If alternative investment management arrangements were sought,
commencing implementation of the Realisation Strategy would most likely have
to be delayed.

The Board and its advisers believe that the new fee structure incentivises the
realisation of the Company's investments in a manner that seeks to achieve an
appropriate balance between value realised and timing of realisations, while
fairly remunerating OEGen for its services, and that OEGen remains the best
candidate to deliver the optimum result for shareholders.

Conclusion

For the reasons set out above, the Directors believe that an immediate
winding-up, rather than a managed wind-down, is the best strategy for
optimising the value returned to shareholders and progressively returning cash
to shareholders in a timely manner. Accordingly, the Directors unanimously
recommend shareholders vote in favour of the Resolution to be proposed at the
General Meeting.

SUSPENSION AND CANCELLATION OF LISTING AND TRADING OF THE ORDINARY SHARES

The Company's register of members will be closed at 6.00 p.m. on 13 June 2024.
Applications will be made to the FCA for the suspension of the listing of the
Company's shares on the Official List and to the London Stock Exchange for
suspension of trading in the Company's shares, both at 7.30 a.m. on 14 June
2024.

The last day for dealings in the Company's shares on the London Stock Exchange
on a normal rolling two-day settlement basis will be 11 June 2024. After 11
June 2024, dealings should be for cash settlement only and will be registered
in the normal way if the transfer, accompanied by the documents of title, is
received by the Company's Registrars, Computershare Investor Services PLC, by
close of business on 13 June 2024. Transfers received after that time will be
returned to the person lodging them and, if the Resolution is passed, the
original holder will receive any proceeds from distributions made by the
liquidators.

If the Resolution is passed, the Company (acting through its liquidators) will
make an application for the cancellation of the admission of its shares to
listing on the Official List and to trading on the main market of the London
Stock Exchange immediately following the General Meeting with the cancellation
expected to take effect at 8.00 a.m. on 17 June 2024. After the liquidation of
the Company and the making of the final distribution (if any) to shareholders,
existing certificates in respect of the Company's shares will cease to be of
value and any existing credit of the shares in any stock account in CREST will
be redundant.

Considerations associated with the proposal

Shareholders should take into account the following when considering the
Proposal (most of which considerations would also apply in the event the
Company were to enter into managed wind-down followed by liquidation):

§   Although the Company's running costs during an immediate winding-up are
expected to be materially lower than during a managed wind-down, the Company
will still incur running costs, asset realisation costs and other costs
associated with winding-up the Company's affairs and these will reduce the
cash available for distribution to shareholders. The actual amount ultimately
available for distribution to shareholders will depend largely on the value
realised on the sale of the Company's investments during the liquidation
process.

§   Following the initial distribution to shareholders shortly after the
passing of the Resolution, the Company's net assets will be reduced, with a
consequential increase in its gearing. By way of illustration, based on the
Company's net assets of US$80.2 million as at 31 March 2024 and an estimated
initial distribution of US$20 million (and assuming all other variables remain
constant), the Company's net assets will be reduced to US$60.2 million and its
gearing will increase from 64.3% to 70.7% (or 72.4% once the RUMS project
finance facility has been fully drawn down). Substantially all of the debt is
within the Indian (SolarArise) portfolio and, accordingly, any change in the
enterprise value of that investment following the initial distribution will
have a greater impact, which may be positive or negative, on the Company's
remaining assets (and the NAV per share).

§   OEGen has identified strategies to optimise the values of certain of
the Company's investments, some of which are reflected in the valuation of
those investments and which may no longer be appropriate to pursue when the
Company is no longer going to be the long-term holder of those investments.

§   Whilst the Company holds its investments at fair value, the final value
realised on disposal of each investment (net of transaction costs) may be
materially different to its fair value.

§   The Company will be reliant on OEGen's ability to dispose of its
investments in an orderly and financially efficient manner to realise value
for shareholders.

§   Following the suspension of trading in the Company's shares in April
2023, the Board suspended all new investment activity. The suspension of new
investment activity will become permanent if the Resolution is passed. Further
investment or capital expenditure into existing assets will be permitted in
order to meet existing commitments, preserve or enhance the value of such
investments or facilitate an orderly disposal. Any such investment or
expenditure may delay distributions to shareholders.

§   It is currently anticipated that, in order to optimise their value,
OEGen will seek to realise the Company's investments on a country portfolio by
country portfolio basis (rather than selling individual underlying assets),
although any offers for the Company's entire portfolio will be considered. It
is expected that sales processes will commence shortly after the Resolution
being passed and that the processes for the sale of each country portfolio are
likely to progress on different timelines. In assessing offers for the
Company's investments, OEGen and the liquidators will be cognisant of seeking
to achieve a balance between optimising the value returned to shareholders and
progressively returning cash to shareholders in a timely manner and may
determine that this balance is best achieved by retaining some or all of the
investments for a longer period of time and selling them at a later date.
Accordingly, there can be no guarantee as to how long it will take until full
realisation of the Company's portfolio is achieved and any final distribution
made by the liquidators.

§   On entering voluntary liquidation, the Company will cease to maintain
its listing and shareholders will no longer be able to buy and sell their
shares through the London Stock Exchange.

§   The Company's reporting and other disclosure obligations under the
FCA's rules applicable to listed investment companies will cease on the
cancellation of the listing of its shares. Information concerning the value of
the Company's remaining investments, the split between cash and investments
remaining to be realised and the timings and likely amounts of any
distributions will be less frequently available than would be the case in a
managed wind-down (prior to liquidation). However, an annual information
update will be provided by the liquidators, with additional updates being
provided on the occurrence of material events (for example, the disposal of an
investment).

§   The liquidators and OEGen will seek to ensure that the Company's tax
status as an investment trust is maintained until the final dissolution of the
Company, although this cannot be guaranteed.

§   The Company will not under any circumstances be marketed or made
available to investors following the passing of the Resolution. For the
avoidance of doubt, whilst the Company still holds sustainable assets (pending
realisation) the Company will no longer seek new sustainable investment
opportunities following the passing of the Resolution.

taxation

UK taxation

The following paragraphs, which are intended as a general guide only, are not
exhaustive, and do not constitute legal or tax advice. They are based on the
Company's understanding of current UK legislation and published HMRC practice,
both of which are subject to change possibly with retrospective effect. They
summarise certain limited aspects of the UK tax treatment of cash
distributions made by the Company to shareholders in connection with the
proposed members' voluntary liquidation of the Company. They relate only to
the position of individual and corporate shareholders who hold their ordinary
shares beneficially as an investment and (except in so far as express
reference is made to the treatment of non-UK residents) who are at all
relevant times resident (and, in the case of individuals, domiciled) solely in
the UK for UK tax purposes.

Shareholders are advised to take independent advice in relation to the tax
implications of any matters set out in the Notice of General Meeting and to
consult an appropriate professional tax adviser.

A shareholder who receives a distribution of cash in the course of the
members' voluntary liquidation should generally be treated as making a
disposal or part disposal of their ordinary shares for the purposes of UK
taxation of chargeable gains which may, depending on such shareholder's
individual circumstances (including the availability of exemption, allowance
or relief), give rise to a chargeable gain or loss for the purposes of UK
taxation of chargeable gains.

Shareholders who are not resident in the UK for UK tax purposes should not
generally be subject to UK tax on chargeable gains on a disposal, or part
disposal, of their ordinary shares unless such ordinary shares are used, held
or acquired for the purposes of a trade, profession or vocation carried on in
the UK through a branch or agency or, in the case of a corporate shareholder,
through a permanent establishment. It should however be noted that, in certain
circumstances, an individual shareholder who is only temporarily non-UK
resident may, on re-establishing UK tax residence, be subject to capital gains
tax in respect of disposals which occurred in the period of temporary
non-residence.

The UK tax code contains provisions which permit HMRC to counteract tax
advantages arising from certain transactions in securities by (among other
things) treating some or all of the proceeds of capital disposals as
distributions of income. Generally speaking, these provisions should not apply
where it can be shown that the transactions in question were entered into for
genuine commercial reasons and did not involve as one of their main objects or
purposes the obtaining of a tax advantage. Shareholders are advised to take
independent advice as to the potential application of these and other
anti-avoidance provisions in the light of their own particular circumstances.
Application has not been made to HMRC for clearance as to these matters.

Indian taxation

The following paragraphs, which are intended as a general guide only, are not
exhaustive and do not constitute legal or tax advice. They are based on the
Company's understanding of current Indian tax law. It should be noted that tax
law may change, possibly with retrospective effect. The paragraphs below
summarise certain limited aspects of the anticipated Indian tax treatment of
cash distributions made by the Company to shareholders in connection with the
proposed members' voluntary liquidation of the Company. They relate only to
the position of individual and corporate shareholders who hold their ordinary
shares beneficially as an investment, who are not resident for tax purposes in
India and who do not hold their shares in connection with or forming part of
any permanent establishment in India. Shareholders should note that there can
be no guarantee that the tax authorities in India will agree with the comments
in the following paragraphs.

Shareholders are advised to take independent advice in relation to the tax
implications of any matters set out in the Notice of General Meeting and to
consult an appropriate professional tax adviser. Furthermore, it should be
noted that the paragraphs below deal only with the position under domestic
Indian tax law and do not consider any tax treaties that may be in place
between India and the country/state of which the shareholders are tax
residents. Where relevant, shareholders should seek professional advice as to
the applicability and relevance for them of any tax treaties with India.

Indirect transfer of Indian assets - general

India levies tax on capital gains arising from the indirect transfer of a
capital asset situated in India. Under the Indian tax law, a transfer of
shares in a foreign (i.e. non-Indian) company may be considered to be an
indirect transfer of Indian assets if the foreign company derives its value
substantially from assets located in India. A foreign company is deemed to
derive its value substantially from assets located in India if the value of
such Indian assets: (i) exceeds INR 100 million; and (ii) represents at least
50% of the value of all the assets owned by such foreign company.

Therefore, if the value of the Indian assets of the Company exceeds 50% of the
value of all the assets of the Company (determined as per the methodology
specified under the Indian tax laws), there is a possibility that shareholders
of the Company may be liable to pay capital gains taxes in India on any gain
arising from the transfer of their shares in the Company. The rate of taxation
depends on the nature of the shareholder making the transfer and the period
for which the shares have been held by the shareholder before the transfer,
and ranges from 10% to 40% together with applicable surcharge and cess.
However, shareholders holding less than 5% of the Company's shares in the 12
months preceding the date of transfer of shares and who do not hold any rights
of management or control in the Company would not be subject to said capital
gains tax in India from an indirect transfer of shares.

Proposed members' voluntary liquidation

The Company has been advised that the liquidation of the Company pursuant to
the proposed members' voluntary liquidation, and the receipt of distributions
by the shareholders from the Company in the course of the liquidation, should
not be treated as involving a transfer by the shareholders of their shares in
the Company for the purposes of the Indian tax provisions described above
relating to indirect transfers of Indian assets. Accordingly, the Company has
been advised that shareholders in the Company who are not resident for tax
purposes in India (and who do not hold their shares in connection with or
forming part of any permanent establishment in India) should not be subject to
Indian capital gains tax under those provisions.

The Company has also been advised that any cash distributions received
pursuant to the proposed members' voluntary liquidation by shareholders of the
Company who are not resident for tax purposes in India (and who do not hold
their shares in connection with or forming part of any permanent establishment
in India) should not be treated as dividends or any other form of income
accruing, arising or received in India or deemed to accrue, arise or be
received in India and, accordingly, such distributions should not be subject
to Indian income tax in the hands of such shareholders.

The paragraphs above are intended as a general summary only and do not
constitute tax advice. Shareholders should seek their own tax advice where
necessary.

RECOMMENDATION

For the reasons set out above, the Directors, who have been advised by Smith
Square Partners LLP, unanimously recommend shareholders vote in favour of the
Resolution to be proposed at the General Meeting. The Directors intend to vote
in favour of the Resolution in respect of their holdings of ordinary shares,
amounting to 131,000 ordinary shares in aggregate (representing approximately
0.07% of the issued share capital of the Company as at the date of the Notice
of General Meeting).

Sue Inglis, Chair of Asian Energy Impact Trust plc said: "The Board recognises
that placing the Company into liquidation at the beginning of its orderly
realisation process is highly unusual.  However, having taken into account
the Company's reduced size, and the greater flexibility for returning cash to
shareholders in a timely manner and material reduction in recurring operating
costs that can be achieved if the Company is in liquidation, the Board
believes that this is the best option for optimising value returned to
shareholders. Based on its discussions with the investment manager and
proposed liquidators, the Board is satisfied that the approach to realising
the Company's investments will be the same as it would have been had the Board
recommended a managed wind down and subsequent liquidation. In view of our
in-depth knowledge of the Company,  the Directors have agreed to make their
services available as required to assist the liquidators in implementing the
realisation strategy."

Expected timetable of principal events

                                                                                  2024
 Last day of dealing in the ordinary shares for settlement through CREST on a     11 June
 normal rolling two-day settlement basis in order to enable settlement prior to
 close of register of members
 Deadline for receipt of proxy appointments for the General Meeting               10.45 a.m. on 12 June
 Close of register of members and CREST disablement                               6.00 p.m. on 13 June
 Suspension of ordinary shares from listing on the Official List and from         7.30 a.m. on 14 June
 trading on the London Stock Exchange
 General Meeting                                                                  10.45 a.m. on 14 June
 Appointment of liquidators                                                       14 June
 Cancellation of the listing of the ordinary shares on the Official List and of   8.00 a.m. on 17 June
 the trading of the ordinary shares on the London Stock Exchange
 Initial distribution to shareholders                                             By end July

Enquiries:

 

 Asian Energy Impact Trust plc                              Tel: +44 (0)20 3757 1892

 Sue Inglis, Chair

 Octopus Energy Generation                                  Tel: +44 (0)20 4530 8369

 Press Office

 Shore Capital (Joint Corporate Broker)                     Tel: +44 (0)20 7408 4050

 Mark Percy / Gillian Martin / Rose Ramsden (Corporate)

 Peel Hunt LLP (Joint Corporate Broker)                     Tel: +44 (0)20 7418 8900

 Luke Simpson / Huw Jeremy (Investment Banking Division)

 Smith Square Partners LLP                                  Tel: +44 (0)20 3696 7260

 (Financial Adviser to the Company)

 John Craven / Douglas Gilmour

 Camarco (PR Adviser)                                       Tel: +44 (0)20 3757 4982

 Louise Dolan / Eddie Livingstone-Learmonth / Phoebe Pugh   asianenergyimpacttrust@camarco.co.uk
                                                            (mailto:asianenergyimpacttrust@camarco.co.uk)

 

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