ThomasLloyd Energy ThomasLloyd - TLEI ThomasLloyd EngyTLEP - Notice of a Second Requisitioned General Meeting

Asian Energy Impact Trust

01/09/2023 07:00

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RNS Number : 0344L  ThomasLloyd Energy Impact Trust PLC  01 September 2023

LEI: 254900VC23329JCBR9G82

 

1 September 2023

 

ThomasLloyd Energy Impact Trust plc

(the "Company")

 

Notice of a Second Requisitioned General Meeting

Introduction

As announced by the Company on 11 August 2023, the Company received a second
requisition notice pursuant to section 303 of the Companies Act 2006 in
respect of shares beneficially owned by certain entities and funds that are
affiliated with the Company's investment manager, ThomasLloyd Global Asset
Management (Americas) LLC, (the "Requisitioning Shareholders"), requiring
eight resolutions to be put before shareholders (the "Second Requisition").
The resolutions to be put to shareholders at the requisitioned general meeting
of the Company to be held on Monday 25 September 2023 at 10.00 a.m. (the
"Second Requisitioned General Meeting") comprise the removal of all four of
the current Directors of the Company and the appointment of four new Directors
proposed by the Requisitioning Shareholders (the "Resolutions").

As a result of the Second Requisition, the Company is required to convene the
Second Requisitioned General Meeting now for the purpose of allowing
shareholders to consider and vote on the Resolutions. A circular is today
being posted to shareholders (the "Circular"); copies will shortly be
available for inspection on the Company's website, www.tlenergyimpact.com
(https://url.avanan.click/v2/___http:/www.tlenergyimpact.com/___.YXAxZTpzaG9yZWNhcDphOm86YjE1ZDM2YWZmMWE2MjAyY2VjODU5OTJiYzQzMzZmZDg6Njo4NWJhOmUxZGIxNGNhMmRjZTlhY2VhYmQ1ZDQ3NGE3Yzc2MTJmNDNlYmEwNTU2MzZmMzQyYzljMzY4YzZlMjliNTBhMDI6cDpU)
, and at the National Storage Mechanism, which is located
at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://url.avanan.click/v2/___https:/data.fca.org.uk/___.YXAxZTpzaG9yZWNhcDphOm86YjE1ZDM2YWZmMWE2MjAyY2VjODU5OTJiYzQzMzZmZDg6NjphMjI0OjgxYjA2NDhmZGM1M2Q5Y2ZhNzdiMTVhMzc1NjQ4MTg3NzEyODljYzQ2ZDU1YTFiYzI4MjZiNzUxNDMzMmYxNjY6cDpU#/nsm/nationalstoragemechanism)
.

The Board believes that these Resolutions are not in the best interests of the
Company or its shareholders as a whole, and unanimously recommends that
shareholders vote against all the Resolutions.

reasons why the board recommends SHAREHOLDERS vOte against all the resolutions

At the Company's annual general meeting held on 30 June 2023, shareholders
representing over 97 per cent. of the votes cast voted in favour of the
re-election of the current Directors.

On 11 July 2023, the Company received a first requisition notice from the
Requisitioning Shareholders requiring the Company to convene a general meeting
to propose an ordinary resolution that the Company should continue in its
present form (a "Continuation Resolution").

At the requisitioned general meeting held on 24 August 2023 (the "First
Requisitioned General Meeting"), shareholders representing approximately 58
per cent. of the votes cast voted against the Continuation Resolution, in line
with the Board's voting recommendation. Of the total votes cast by
shareholders that are independent of the Company's investment manager and the
Requisitioning Shareholders, approximately 69 per cent. were cast against the
Continuation Resolution. Of the total issued share capital, shareholders
representing approximately 53 per cent. voted against the Continuation
Resolution.

Given the result of both the vote at the annual general meeting held on 30
June 2023 and at the First Requisitioned General Meeting, the Board has been
given support by the majority of shareholders and a clear mandate for the way
forward. Following the publication of the result of the First Requisitioned
General Meeting, and in light of the outcome, the Company wrote to ThomasLloyd
Group Limited requesting that it agree to withdraw the Second Requisition
which it has refused to do. The Board is therefore disappointed to have to
convene a further general meeting to consider a second set of resolutions
proposed by the same Requisitioning Shareholders.

As a fully independent Board of Directors, the current Board's priority is
achieving the best outcome for shareholders as a whole. With that in mind, and
as announced by the Company on 24 August 2023 and taking into account feedback
from shareholders, the current Board is making good progress with a detailed
review of the options for the relaunch of the Company. In addition, we are
making good progress on a number of other critical workstreams, including the
re-evaluation of the Company's 200 MW DC solar PV project to-be-constructed in
Rewa Ultra Mega Solar Park in India (known as the 'RUMS Project'), ensuring
the ongoing management of the Company's operating assets, finalising the 31
December 2022 and 30 June 2023 valuations, 2022 accounts and audit and 2023
interim report and lifting the suspension of admission to listing and trading
of the Company's shares (the "Suspension").

For these purposes, the current Directors are working closely with the
Company's valuer and auditor as well as other advisers to progress the
finalisation of the Company's valuations and accounts, in order to permit the
lifting of the Suspension, and will continue to be deeply involved in these
workstreams both prior to the Second Requisitioned General Meeting and, if
shareholders vote against the Resolutions, following that meeting.

The Board believes that removing the current Directors and appointing new ones
who are unfamiliar with the Company will be highly disruptive to the progress
of these critical workstreams and will only lead to further delay. The Board
has commenced and is already fully engaged in the process of reviewing the
options for the future of the Company following the recent vote against the
Continuation Resolution and the desire for a relaunch and believes that
appointing an entirely new board proposed by the Requisitioning Shareholders
will delay that process too.

The Board intends to provide shareholders with a further update in advance of
the Second Requisitioned General Meeting.

ARRANGEMENTS FOR THE SECOND REQUISITIONED GENERAL MEETING

The Second Requisitioned General Meeting will be held on Monday, 25 September
2023 at the offices of Stephenson Harwood LLP, 1 Finsbury Circus, London EC2M
7SH at 10.00 a.m.

The Second Requisitioned General Meeting will be held in person. If
shareholders decide not to attend the meeting in person, it is important that
they do still cast their votes in respect of the business of the meeting and
they can do so by voting by proxy in accordance with the instructions set out
in the Circular under the heading "Action to be taken in respect of the Second
Requisitioned General Meeting".

Recommendation

The Directors unanimously recommend shareholders vote against all the
Resolutions to be proposed at the Second Requisitioned General Meeting.

Sue Inglis, Chair of ThomasLloyd Energy Impact Trust plc said: "The current
Board is fully committed and determined to oversee the ongoing processes
required to deliver the best possible future for the Company. At the forefront
of the Board's mind is the desire for a successful relaunch of the Company
with an Asian focus and impact strategy. The Board believes that it is very
much in the interests of the Company for shareholders to act now in a unified
manner thereby reinforcing the clear mandate given at the First Requisitioned
General Meeting to the current Board to seek to deliver this objective.
Accordingly, the Board is recommending shareholders to vote against all the
requisitioned resolutions."

 

Enquiries:

 

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

 Sue Inglis, Chair

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

 Robert Finlay / Rose Ramsden (Corporate)

 Adam Gill / Matthew Kinkead / William Sanderson (Sales)

 Fiona Conroy (Corporate Broking)

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

 Luke Simpson / Huw Jeremy (Investment Banking Division)

 Alex Howe / Richard Harris / Michael Bateman / Ed Welsby (Sales)

 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           thomaslloyd@camarco.co.uk
                                                                    (https://url.avanan.click/v2/___mailto:thomaslloyd@camarco.co.uk___.YXAxZTpzaG9yZWNhcDphOm86YTJjNmU2NzY3MTgzM2YyZjc3NTEyNTIzOWQwODVkMmM6NjpiNjg1OjE5NjI1OTkxNmU2Yjg0NjhiZjlhM2E4ZGMxMWY2YzdiZDdkNDNjNjMyNzYyMmU5ZTI3ZTJmMTgzN2FiNjk0MWU6cDpU)

 

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