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RNS Number : 7250B ThomasLloyd Energy Impact Trust PLC 06 June 2023
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT MAY CONSTITUTE INSIDE
INFORMATION AS STIPULATED UNDER THE UK'S MARKET ABUSE REGULATION. UPON THE
PUBLICATION OF THIS ANNOUNCEMENT, SUCH INSIDE INFORMATION IS NOW CONSIDERED TO
BE IN THE PUBLIC DOMAIN.
LEI: 254900VC23329JCBR9G82
6 June 2023
ThomasLloyd Energy Impact Trust plc (the "Company")
Notice of Annual General Meeting and Dividend Declaration
On 24 April 2023, the Company announced that, in the process of preparing its
annual report and accounts for the year ended 31 December 2022 (the "2022
Annual Report and Accounts"), the Company had been made aware of material
uncertainty regarding the fair value of certain of its assets and liabilities.
This uncertainty relates, in particular, to the 200 MW construction-ready
asset in Rewa Ultra Mega Solar Park (the "RUMS Project") held by a
wholly-owned special purpose subsidiary, Talettutayi Solar Projects Nine
Private Limited (the "SPV"), of the Indian renewable energy platform that the
Company has invested in ("SolarArise"). The RUMS Project is the sole
sustainable energy infrastructure asset of the SPV and the sole construction
asset in the Company's portfolio. Accordingly, the Company announced that
further work was required involving the Company's auditors and other
professional advisers to clarify the Company's financial position and that,
pending the completion of that work, the Company was not in a position to
publish the 2022 Annual Report and Accounts within the deadline prescribed by
the Disclosure Guidance and Transparency Rules. Consequently, the Company
sought an immediate suspension of listing and trading which became effective
at 7.30 a.m. on 25 April 2023 (the "Suspension").
As explained in more detail below, the Company is not yet in a position to
finalise its 2022 Annual Report and Accounts. Notwithstanding this, under the
UK Companies Act 2006 (the "Companies Act"), the Company is obliged to hold an
annual general meeting on or before 30 June 2023. The Company will therefore
hold its 2023 annual general meeting (the "Annual General Meeting" or "AGM")
at the offices of JTC (UK) Limited, The Scalpel, 18th Floor, 52 Lime Street,
London EC3M 7AF at 10.00 a.m. on Friday, 30 June 2023. The notice of the
Annual General Meeting (the "Notice of AGM") will be posted to shareholders
today, and copies will shortly be available for inspection on the Company's
website, www.tlenergyimpact.com (http://www.tlenergyimpact.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) .
For the reasons set out in detail below, the Board of Directors of the Company
(the "Board") is recommending that shareholders vote in favour of Resolutions
1 to 4 to be proposed at the AGM and that shareholders abstain from voting on
Resolutions 5 to 7 as the Chair will seek an adjournment of the AGM prior to
putting those resolutions to the meeting.
RUMS PROJECT
The SPV successfully bid for the RUMS Project in a reverse auction conducted
on 19 July 2021 and received the letter of award on 1 September 2021. Power
purchase agreements ("PPAs") were signed on 25 November 2021 with Rewa Ultra
Mega Solar Limited ("RUMSL"), the operator of the solar park of which the RUMS
Project forms part, and M.P. Power Management Company Limited and Indian
Railways, with a fixed rate tariff of INR 2.339 per kWh for 25 years. The
original deadline for the scheduled commercial operating date ("SCOD") was 25
June 2023, but in September 2022 this was extended to 8 September 2023 due to
a delay by RUMSL in getting the initial tariff and other related approvals
from the state regulatory agencies. The original bid projections were for an
overall project cash cost of INR 5,880 million (US$78.4 million) funded by
debt of INR 4,700 million (US$62.7 million) and equity of INR 1,180 million
(US$15.7 million) with an INR IRR of 13.5 per cent. It was expected that the
equity financing required for the construction of the RUMS Project would be
funded entirely from existing cash resources within SolarArise and ongoing
operating cash flow from its operational solar portfolio.
During Board meetings held in the week of 17 April 2023, the Company's
investment manager, ThomasLloyd Global Asset Management (Americas) LLC (the
"Investment Manager"), advised the Board that the SPV's contract with the
engineering, procurement and construction ("EPC") contractor would need to be
signed imminently. During those meetings it became apparent that the cost of
the RUMS Project and the attendant equity funding requirement had gone up
significantly thereby calling into question its economic viability. These cost
increases had arisen principally due to increases in module costs, the cost of
the EPC contract, goods and services tax and adverse movements in exchange
rates in comparison to the costs in the original bid assumptions. For example,
the RUMS Project was originally bid with a module cost of US$24.2 cents per
watt peak ("c/Wp") but prices rose significantly during 2022, in particular
due to supply chain issues in the market and following the implementation of
basic customs duty of 40 per cent. on imported solar modules and 25 per cent.
on imported solar cells from 1 April 2022 when prices rose to a peak of
approximately US$40 c/Wp, but have since fallen to approximately US$29 c/Wp.
On 21 April 2023, the Board was further advised by the Investment Manager that
potentially significant non-completion liabilities would arise at the SPV
level in the event that the SPV did not proceed with the construction of the
RUMS Project. Having received information that suggested the RUMS Project may
no longer be commercially viable and that there were potentially significant
non-completion liabilities, the Company immediately sought the Suspension in
order to undertake further work to clarify the position and complete its 2022
Annual Report and Accounts.
Current status
The project debt agreements for an INR 4,560 million facility were signed on 4
November 2022. Pre-construction works for the RUMS Project have been
progressing with 246 of the 250 hectares on which the RUMS Project is due to
be constructed already transferred to the SPV under a land use agreement, with
the remaining four hectares due to be handed over within the next two months.
The grid connection infrastructure for the RUMS Project is currently under
construction by a subcontractor appointed by RUMSL with an expected completion
date in November 2023. The SPV is at an advanced stage in the EPC contract
tender process for the solar PV installation.
As a consequence of supply chain disruption in the solar PV sector, the
Government of India's Ministry of New & Renewable Energy has decided that
its Renewable Energy Implementing Agencies may further extend the SCOD to 31
March 2024 (and commensurately extend other associated intermediate
milestones) of solar PV projects where the last date of bid submission was on
or after 10 April 2021 (and the SCOD is otherwise due before 31 March 2024),
for those that wish to benefit from such time-extension. As the last bid
submission date for the RUMS Project was after 10 April 2021, the SPV could
seek an extension to its SCOD to 31 March 2024, but any such extension is at
the discretion of the relevant Renewable Energy Implementing Agency and,
therefore, is not guaranteed.
As at 30 September 2022, based on the 100 per cent. interest in SolarArise now
held by the Company, the fair value of the RUMS Project included within the
valuation of SolarArise was approximately US$5 million (approximately US$2
million for the 43 per cent. interest owned at that date). This comprised the
project cashflows from the SPV valued at approximately US$14 million offset by
a reduction in the cash in SolarArise of approximately US$9 million being the
present value of the equity still required for the project in the valuation
model of approximately US$10 million (approximately US$14 million less
approximately US$4 million of costs already incurred). SolarArise has incurred
RUMS Project costs to date of approximately US$6 million, which have been
funded out of SolarArise's cash resources, of which approximately US$4 million
had been incurred up to 30 September 2022.
Commercial evaluation
In the days following the Suspension, the Board and its Investment Manager
commenced a number of important workstreams. The Board has taken advice
regarding potential liabilities in the event that the RUMS Project is not
constructed in accordance with the contractual documentation. The Investment
Manager has also continued to evaluate the options for the RUMS Project,
including available mitigating actions, to determine the best course of
action.
If construction does not proceed, the SPV could be subject to liabilities for
non-completion of up to approximately INR 2,750 million (US$33.5 million) but
these should be substantially lower after mitigating actions. These
liabilities comprise various charges and damages, including delay liquidated
damages, generation shortfall liquidated damages, transmission capacity
relinquishment charges and solar park charges and penalties. If construction
does not proceed, SolarArise has exposure in respect of the SPV of INR 100
million (US$1.2 million) pursuant to performance bank guarantees. The Company
has not provided any guarantees in respect of the SPV's liabilities, and the
Board has been advised that creditors to the SPV are unlikely to have recourse
to any other group company.
If construction were to proceed, financing of the RUMS Project would require
material additional equity funding for the SPV. The Investment Manager has
revisited the assumptions and timelines in the investment models and, on 31
May 2023, advised the Board that, whilst solar module prices were continuing
to fall, should the relevant EPC contracts be entered into now, the SPV would
now require equity funding of approximately INR 4,136 million (US$50 million),
of which approximately INR 3,640 million (US$44 million) would need to be
funded by the Company into SolarArise. This includes approximately INR 442
million (US$5 million) of potential penalties arising as a result of not
meeting the 8 September 2023 SCOD, should the extension to the SCOD referred
to above not be granted. The RUMS Project is expected to have a significantly
negative net present value which, based on current estimates, may be
comparable with the maximum potential liabilities of the SPV in the event that
construction does not proceed. In addition, the material additional equity
funding would result in a majority of the Company's assets being invested in
India, requiring a change to the Company's investment policy, including in
relation to the limit on exposure to a single country to a maximum of 50 per
cent. of gross asset value ("GAV") and potentially in relation to the limit on
exposure to a single sustainable energy infrastructure asset of 25 per cent.
of GAV.
The Investment Manager has indicated that, on the basis of the significant
reduction in equity returns and the increased risk profile, it would be
inappropriate for the Company to proceed with the investment in the RUMS
Project. Based on currently available information, the Board has therefore
concluded that it would not be in the interests of shareholders for the
Company to commit to funding SolarArise to enable the construction of the RUMS
Project, as currently configured, and that the Investment Manager should
continue to evaluate the options for the RUMS Project, including available
mitigating actions, to determine the best course of action. The Board has also
appointed Ernst & Young LLP in New Delhi to assist it in reviewing options
presented by the Investment Manager on the appropriate strategy for the RUMS
Project.
The Board notes that the decision not to proceed with the RUMS Project may
have certain commercial implications for SolarArise, including SolarArise not
being able to participate in certain Indian government energy procurement
tenders for a period of time. However, the Board expects that SolarArise
should still be able to acquire operating assets.
AUDIT OF FINANCIAL PERIOD ENDED 31 DECEMBER 2022
The circumstances that gave rise to the Suspension, and the resulting
uncertainties, are important factors in the actions which need to be
undertaken to finalise the valuation of the Company's portfolio, to progress
completion of the 2022 Annual Report and Accounts and for the Company's
auditors to complete their audit. In this context, the Board has appointed
PricewaterhouseCoopers LLP to assist Adepa Asset Management S.A. (the
Company's AIFM) and the Board with the finalisation of the valuation of the
Company's investment portfolio as at 31 December 2022 which includes a review
of (i) the key assumptions included in the financial models provided by the
Investment Manager to the Company's Independent Valuer, Kroll Advisory Ltd
("Kroll") and (ii) the valuation methodology used by Kroll. This work is
already underway.
In particular, whilst the Board has been advised that creditors to the SPV are
unlikely to have recourse to any other group company in the event of
non-completion liabilities arising in respect of the RUMS Project, the
valuation of SolarArise will need to reflect the new information made
available to the Board and the material uncertainties over the future of the
RUMS Project. The historic carrying fair values of the RUMS Project in
SolarArise, currently estimated to total approximately US$7 million, will need
to be written off and the valuation may need to reflect the exposures in
relation to the performance bank guarantees (US$1.2 million) and the fair
value of any associated contingent liabilities.
Accordingly, the Board is not currently able to provide a timetable for
completion of the audit of the financial period ended 31 December 2022 and the
Suspension will remain until such time as the Company publishes its 2022
Annual Report and Accounts. The net asset value of the Company ("NAV") as at
30 June 2023 will be announced as part of the Company's interim results for
the period ended 30 June 2023 which, if the Company is in a position to do so,
may be published at the same time as the 2022 Annual Report and Accounts,
ensuring shareholders have the latest available information on the NAV at the
time of the Suspension being lifted. Accordingly, the Board does not intend to
publish a NAV of the Company as at 31 March 2023.
ESG AND SUSTAINABILITY REPORTING
In view of the delay in the Company's valuation and financial reporting, the
Company is also delaying its reporting on ESG and sustainability, some of the
data for which is derived from financial numbers. The Company's ESG and
sustainability data, as well as its Principal Adverse Impact (PAI) disclosures
will be issued at the same time as the 2022 Annual Report and Accounts.
OPERATING PORTFOLIO UPDATE
At 31 December 2022 and 31 March 2023, the operating portfolio comprised six
operating solar assets in India with fixed rate tariff PPAs and a total
generating capacity of 234 MWp and three in the Philippines with 100 per cent.
wholesale electricity spot market ("WESM") prices and a total capacity of 80
MWp. The operating portfolio produced 272,188 MWh of clean renewable energy
during the year ended 31 December 2022 and 102,826 MWh in the quarter ended 31
March 2023.
The Indian assets' generation of clean renewable energy increased by 12 per
cent. in the year ended 31 December 2022 in comparison to the prior year,
principally due to 2022 being the first full operating year of a 75 MWp plant
which became operational in January 2021 only reaching its normal capacity
from July 2021. Electricity generated by the Indian assets increased 6 per
cent. in Q1 2023 in comparison to Q1 2022.
Electricity generated by the Philippine assets decreased by 7 per cent. in the
year ended 31 December 2022 in comparison to the prior year, due principally
to the combined impact of a category 5 typhoon at the end of 2021 and
resultant grid curtailment due to the temporary unavailability of a subsea
cable, but this was more than offset by the strong WESM prices achieved by the
assets during the year. Q1 2023 generation increased by 48 per cent. in
comparison to Q1 2022. However, Q1 2023 WESM prices achieved decreased by 14
per cent. in comparison to Q1 2022 reflecting the increase in supply.
The operating portfolio avoided 216,476 tonnes of carbon equivalent ("tCO2e")
in the year ended 31 December 2022, and 82,503 tCO2e in Q1 2023. It also
directly supported 287 jobs at the end of both periods.
Further to its announcement on 2 November 2022, the acquisition of the 99.8
per cent. interest in Viet Solar System Company Limited ("VSS") for US$4.6
million was completed in April 2023 following the satisfaction of standard
regulatory and other completion conditions. VSS is a privately owned company
with 6.12 MWp of operational rooftop solar assets at two sites near Ho Chi
Minh City with 20-year US Dollar-indexed fixed-price government PPAs with
Electricity Vietnam.
Pending resolution of the uncertainties regarding the RUMS Project and its
impact on NAV, and publication of the 2022 Annual Report and Accounts, the
Company will not be making further investments at this time.
INVESTMENT MANAGER UPDATE
The Board has been informed by the Investment Manager that it has made a
number of recent senior appointments to its asset management team. These
include the appointments of Nadir Maruf as chief investment officer, Duncan
Black as head of portfolio & asset management and Ian Ruddock as chief
operating officer. Prior to joining the Investment Manager, Mr Maruf was head
of private markets at Tesco Pension Investment Limited. He joins the
Investment Manager's executive team reporting to the chief executive officer,
Michael Sieg. Mr Black was most recently managing director of Asia
Infrastructure Advisors and is based in Singapore. Mr Ruddock was a partner of
CAMG LLP, and was previously special adviser to the board of John Laing
Infrastructure Fund.
INTERIM DIVIDEND FOR THE PERIOD TO 31 MARCH 2023
Pending resolution of the uncertainties regarding the RUMS Project and
publication of the 2022 Annual Report and Accounts, the Board has concluded
that, at this time, it would not be appropriate to increase the annual
dividends in line with its 2023 dividend target set at the time of the IPO.
However, having regard to the Company's total cash balances of US$76.4 million
at 31 March 2023 and its ability to pay dividends out of capital, the Board
has declared a maintained first interim dividend for the quarter ended 31
March 2023 of 0.44 cents per share. The dividend timetable is:
Ex-dividend date 15 June 2023
Record date 16 June 2023
Last date for currency election 4 July 2023
Currency announcement date 7 July 2023
Payment date 19 July 2023
The dividend timetable facilitates a period for shareholders to elect to
receive the dividend payment, which is declared in and by default payable in
US Dollars, in either sterling or Euro as an alternative. The deadline for
receipt of elections for the payment of dividends other than in US Dollars is
(5.00 p.m. BST) on 4 July 2023.
A copy of the dividend currency election form can be downloaded from
www.investorcentre.co.uk (http://www.investorcentre.co.uk/) and the
Company's website: tlenergyimpact.com (https://tlenergyimpact.com/)
. Completed dividend currency election forms should be sent to the Company's
Registrar, Computershare Investor Services PLC, c/o The Pavilions,
Bridgewater Road, Bristol, BS99 6ZY. CREST shareholders must elect via CREST.
CONTINUATION RESOLUTION
In its IPO prospectus published on 19 November 2021, the Company stated that,
if it had not invested, or committed to invest, at least 75 per cent. of the
net initial proceeds raised at IPO within 12 months of admission to listing
and trading, the Board would propose an ordinary resolution at the Company's
next annual general meeting that the Company should continue in its present
form (a "Continuation Resolution"). As that investment condition was not met,
a Continuation Resolution will be proposed at the AGM.
The Board believes that it would not be appropriate to ask shareholders to
vote on the continuation of the Company until it is in a position to provide a
recommendation and shareholders are able to make an informed decision with the
benefit of having received the 2022 Annual Report and Accounts. In any event,
the Board intends to seek to consult with its shareholders at the appropriate
time. Accordingly, as explained below, the Board intends that the AGM to be
held on Friday, 30 June 2023 will be adjourned before the Continuation
Resolution is put to the vote and that that resolution will be put to
shareholders at the adjourned AGM, which is expected to held on the same day
as the Accounts Meeting referred to below.
SPLIT AGM AND ACCOUNTS MEETING
As a result of the delay in the publication of the 2022 Annual Report and
Accounts, it is not currently possible to propose the standard resolutions at
the AGM relating to receiving the audited financial statements and the
auditor's and directors' reports, approving the directors' remuneration report
and approving the re-appointment and remuneration of the auditor. Those
resolutions will be proposed at a separate general meeting of shareholders
(the "Accounts Meeting") to be held as soon as possible following the
publication of the 2022 Annual Report and Accounts. The 2022 Annual Report and
Accounts will be published as soon as possible and notice of the Accounts
Meeting will be sent to shareholders shortly thereafter.
The Company's articles of association (the "Articles") require all of the
Directors to retire at each annual general meeting of the Company. Therefore,
in order to comply with the Articles, resolutions will be proposed at the AGM
for the re-election of each of the Directors. In addition, the Notice of AGM
includes the Continuation Resolution as well as the standard resolutions to
authorise market purchases of own shares and approve the notice period for
general meetings.
The Board intends that, while Resolutions 1 to 4 (re-election of Directors)
will be put to shareholders at the AGM to be held on Friday, 30 June 2023, the
Chair will seek an adjournment of the AGM once those Resolutions have been put
to the vote and that the remaining resolutions, being Resolution 5
(Continuation Resolution), Resolution 6 (market purchases of own shares) and
Resolution 7 (notice period for general meetings), will be put to shareholders
at the adjourned AGM. Notice will be given to shareholders of the date and
time of the adjourned AGM together with a new Form of Proxy and the Board's
recommendations on Resolutions 5 - 7 at that time.
The Board believes that the proposals for a split AGM and Accounts Meeting set
out above allow the Company to comply with its legal obligations in the most
efficient, straightforward and transparent way whilst giving shareholders an
earlier opportunity to meet with the Board and the Investment Manager and the
opportunity to vote on all of the resolutions expected to be proposed at an
annual general meeting of the Company at the appropriate time.
RESOLUTIONS
Shareholders' attention is drawn to the resolutions to be proposed at the AGM,
and the corresponding notes, set out in the Notice of AGM. Resolutions 1 to 5
will be proposed as ordinary resolutions and Resolutions 6 and 7 will be
proposed as special resolutions.
Ordinary Resolutions
Resolutions 1 to 4 - Re-election of Directors
In accordance with the Articles, all Directors are subject to annual
re-election and accordingly, Sue Inglis, Clifford Tompsett, Kirstine Damkjaer
and Mukesh Rajani will stand for re-election at the AGM.
Resolution 5: Continuation Resolution
As noted above, the Company stated in its IPO prospectus that if it had not
invested, or committed to invest, at least 75 per cent. of the net initial
proceeds raised at IPO within 12 months of admission to listing and trading,
the Board would propose an ordinary resolution at the Company's next annual
general meeting that the Company should continue in its present form.
In accordance with the Articles, if the Continuation Resolution is passed, the
Company will continue its business as a closed-ended public limited company
conducting its affairs as a UK investment trust. If the Continuation
Resolution does not pass, the Directors will be required to put forward
proposals for the reconstruction, reorganisation or winding up of the Company
to shareholders for their approval within four months of the date of the
meeting at which the Continuation Resolution was proposed.
Special Resolutions
Resolution 6 - Market purchases of own shares
This resolution seeks authority for the Company to make market purchases of
its own ordinary shares and is proposed as a special resolution. If passed,
the resolution gives authority for the Company to purchase up to 26,335,137 of
its ordinary shares, representing 14.99 per cent. of the Company's issued
ordinary share capital as at the date of the Notice of AGM. The Company
currently has no treasury shares.
The resolution specifies the minimum and maximum prices which may be paid for
any ordinary shares purchased under this authority. The authority will expire
at the conclusion of the Company's next annual general meeting.
The Directors believe that, from time to time and subject to market
conditions, it will be in shareholders' best interests to buy back the
Company's shares. The Company would only buy back shares when they are trading
at a discount to net asset value per share.
The Company may either cancel any shares it purchases under this authority or
transfer them into treasury (and subsequently sell or transfer them out of
treasury or cancel them).
The Company does not have any options or outstanding share warrants.
Resolution 7 - Notice period for general meetings
The Companies Act stipulates that the notice period for general meetings
(other than annual general meetings) is 21 days unless shareholders' approval
to reduce the notice period has been given. Resolution 7 is to be proposed as
a special resolution to allow the Company to hold general meetings (other than
annual general meetings) on at least 14 clear days' notice.
If approved, the resolution will be effective until the end of the Company's
next annual general meeting. The Board will consider, on a case-by-case basis,
whether the use of the flexibility offered by the shorter notice period is
merited, taking into account the circumstances, including whether the business
of the meeting is time sensitive.
Full details of the resolutions are set out in the Notice of AGM.
RECOMMENDATION
The Directors consider that Resolutions 1 to 4 to be proposed at the Annual
General Meeting are in the best interests of the Company and its shareholders
as a whole. Accordingly, the Board unanimously recommends that shareholders
vote in favour of Resolutions 1 to 4 to be proposed at the Annual General
Meeting. The Directors intend to vote in favour of Resolutions 1 to 4 in
respect of their holdings of ordinary shares, amounting to 131,000 ordinary
shares in aggregate (representing approximately 0.07 per cent. of the issued
share capital of the Company as at the date of the Notice of AGM).
As explained above, given the uncertainty regarding the Company's financial
position and the Suspension, at the date of this Notice of AGM the Directors
unanimously recommend that shareholders should abstain from voting on
Resolutions 5, 6 and 7 (by selecting the "vote withheld" option on their Form
of Proxy) as the Chair will seek an adjournment of the AGM prior to putting
those resolutions to the meeting. At the time of giving notice of the
adjourned AGM, together with a new Form of Proxy, the Directors will give a
revised voting recommendation to shareholders in respect of those resolutions.
Each of the Directors intends to abstain from voting on Resolutions 5, 6 and 7
at this time.
The person responsible for arranging the release of this announcement on
behalf of the Company is Ruth Wright of JTC.
Enquiries:
ThomasLloyd Energy Impact Trust plc Tel: +44 (0)20 3757 1892
Sue Inglis, Chair
ThomasLloyd Group (Investment Manager) Tel: +41 (0)44 213 6767
Marc Duckeck (Head of Corporate Communications)
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)
Camarco Tel: +44 (0)20 3757 4982
Louise Dolan thomaslloyd@camarco.co.uk
(https://url.avanan.click/v2/___mailto:thomaslloyd@camarco.co.uk___.YXAxZTpzaG9yZWNhcDphOm86YTJjNmU2NzY3MTgzM2YyZjc3NTEyNTIzOWQwODVkMmM6NjpiNjg1OjE5NjI1OTkxNmU2Yjg0NjhiZjlhM2E4ZGMxMWY2YzdiZDdkNDNjNjMyNzYyMmU5ZTI3ZTJmMTgzN2FiNjk0MWU6cDpU)
Eddie Livingstone-Learmonth
Phoebe Pugh
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