ThomasLloyd Energy ThomasLloyd - TLEI ThomasLloyd EngyTLEP - Notices of Requisitioned GM and Adjourned AGM

Asian Energy Impact Trust

31/07/2023 07:00

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RNS Number : 6436H  ThomasLloyd Energy Impact Trust PLC  31 July 2023

LEI: 254900VC23329JCBR9G82

 

31 July 2023

 

ThomasLloyd Energy Impact Trust plc (the "Company")

 

Notices of Requisitioned General Meeting and Adjourned Annual General Meeting

 

Introduction

On 11 July 2023, the Company received a requisition notice pursuant to section
303 of the Companies Act 2006 in respect of shares beneficially owned by
ThomasLloyd Cleantech Infrastructure Fund SICAV and ThomasLloyd SICAV - Energy
Impact Credit Fund requiring three resolutions which were not voted on at the
annual general meeting held on 30 June 2023 (the "AGM"), including a vote on
the continuation of the Company (the "Continuation Resolution"), to be put
before shareholders (the "Requisition"). As a result of the Requisition, the
Company is now required to convene a general meeting (the "Requisitioned
General Meeting") for the purpose of allowing shareholders to consider and
vote on those three resolutions. The full text of the resolutions is set out
in the Notice of Requisitioned General Meeting at the end of the circular
which 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 AGM was adjourned prior to the Continuation Resolution and two other
resolutions (being the Company's authority to make market purchases of its own
shares and to hold general meetings on shorter notice) being put to the vote
on the basis that the Board considered that shareholders should have been
given the opportunity to make a fully-informed decision on the Company's
future once the annual report for the financial period ended 31 December 2022
(the "Annual Report") had been published. The Company is still required to
reconvene the adjourned annual general meeting (the "Adjourned Annual General
Meeting") in order to propose the business that was not put to the vote at the
AGM. To satisfy that requirement and to remove that burden from the Company at
a future date, the Adjourned Annual General Meeting is now also being
reconvened to be held immediately following the conclusion of the
Requisitioned General Meeting. The resolutions to be proposed at the Adjourned
Annual General Meeting are necessarily exactly the same as the resolutions
being proposed at the Requisitioned General Meeting (save for the numbering of
the resolutions).

This announcement highlights a number of reasons why the Board is unanimously
recommending that shareholders vote against the Continuation Resolution at
both the Requisitioned General Meeting and the Adjourned Annual General
Meeting (together the "Meetings"). This is not a recommendation that the Board
is making lightly because, like many shareholders, the Board believes in the
value of the impact strategy the Company was established to deliver.

Before setting out the detailed reasoning for its recommendation, the Board
sets out below some introductory remarks.

The Board, with complete independence and with no pre-set agenda, is assessing
the position of the Company and whether the Board believes that shareholders
should vote for the Company to continue in its present form. It is the Board's
duty to deliver effective governance and oversight of the Company's investment
manager, ThomasLloyd Global Asset Management (Americas) LLC (the "Investment
Manager"), on behalf of shareholders.

The Board has been engaging with shareholders following the suspension of
listing and trading of the Company's shares on 25 April 2023 (the
"Suspension") and understands fully that an end to the Suspension is one of
shareholders' highest priorities. In order for this to be achieved, the
financial statements for the financial period ended 31 December 2022 (the
"Financial Statements"), Annual Report and audit for the financial period
ended 31 December 2022 (the "2022 Audit") must be completed and the Annual
Report and Financial Statements published.

The holding of a continuation vote is not a precondition to the ending of the
Suspension and the outcome of the vote on the Continuation Resolution will not
prevent or further delay the Financial Statements, Annual Report and the 2022
Audit being completed or the Suspension being lifted.

When the Board first became aware of the serious issues facing the Company in
relation to the 200 MW DC solar PV to-be-constructed project in Rewa Ultra
Mega Solar Park in India (the "RUMS Project"), the Board resolved that it was
not in the interests of the Company and its shareholders to have a public
dispute with the Investment Manager and the Board wished to work
constructively with the Investment Manager to seek to ensure that the Board
and shareholders have a full understanding of the position, that the
completion of the Financial Statements, Annual Report and 2022 Audit is
achieved as quickly as possible and that the Suspension can be lifted. To be
clear, a vote against the Continuation Resolution will not preclude or delay
the completion of the Financial Statements, Annual Report and 2022 Audit or
the lifting of the Suspension. The impact of the Continuation Resolution not
passing is explained below under the heading "Impact of the Continuation
Resolution not passing".

The Board's recommendation to adjourn the AGM on 30 June 2023 prior to voting
on the Continuation Resolution was primarily based on its judgement that it
was simply not sensible or realistic at that time to expect anyone to form a
considered view on the financial position and prospects of the Company (i)
whose valuation is uncertain, (ii) whose principal construction asset is
economically unviable and where the non-completion penalties may be
substantial, (iii) whose Financial Statements, Annual Report and 2022 Audit
cannot currently be completed, (iv) whose shares are suspended from trading
and (v) where there is no clear strategy for the future of the Company.

The Board's secondary motivation was to work privately with the Investment
Manager to ensure that the Board, its advisers and the Company's auditor,
Deloitte LLP (the "Auditor"), could establish with confidence what had
happened with the RUMS Project and to undertake other significant workstreams
required to get the Company back on track, if possible. As a result of the
Requisition, the Board now has to explain in further detail some of the key
issues facing the Company and provide shareholders with a recommendation now
on whether to vote for or against the Continuation Resolution.

For the reasons stated below the Board recommends that shareholders should
vote against the Continuation Resolution at each of the Meetings.

Reasons why The Board is recommending that SHAREHOLDERS vote against the Continuation Resolution

Continued delay in finalising valuations and completing the Financial
Statements, Annual Report and 2022 Audit

It should be possible to readmit the Company's shares to trading as soon as
the Company is able to complete the Financial Statements, the Annual Report
and 2022 Audit and publish the Annual Report. The Board is, therefore, working
as hard as it can to achieve this. Much, however, depends on the information
supplied to the Board and the Auditor and the trust and confidence which each
of them has in that information because the Financial Statements must show a
true and fair view of the Company.

In accordance with standard practice, the Investment Manager should provide
oral and written representations to the Board and the Auditor in connection
with the valuations of the Company's assets and the audit of the Financial
Statements. In order to be confident that those representations are complete
and accurate and can therefore be relied upon, as well as complying with their
duties more generally, it is essential for the Board and the Auditor to
understand fully the circumstances which led to the Suspension and
specifically:

·           who at the Investment Manager was aware the RUMS Project had
become economically unviable and at what time;

·           why the economic unviability was not disclosed to the Board
or the Auditor until 17 April 2023; and

·           why the liabilities relating to non-completion of the RUMS
Project provided to the Board on 21 April 2023 were estimated to be only US$5
million whereas subsequent analysis has revealed they could be up to US$33.5
million.

Furthermore, material information has only very recently been provided to the
Board in relation to Talettutayi Solar Projects Eight Private Limited, a
subsidiary of the Company's Indian renewable energy platform ("SolarArise"),
which, on 5 December 2022 won 100 MW AC of capacity in a reverse auction for a
solar PV project with an estimated cost of US$69 million to be constructed in
the State of Maharashtra. Information on this project should have been
provided to the Board and the Auditor for the purposes of evaluating the 31
December 2022 valuations - it was not. In addition, the potential cash equity
requirements included in the investment deployment of existing cash resources
and cashflow projections for the Company provided to the Board and the Auditor
in connection with the 2022 Audit and the preparation of the Annual Report did
not include this project.

The issues set out above, as well as the other valuation issues referred to
below, illustrate the challenges that the Board and the Auditor now have in
being able to satisfy themselves about the quality and reliability of the
information being given to them by the Investment Manager.

Against this backdrop:

·           The Board discussed with the Investment Manager the
requirement for a comprehensive investigation into what happened with the RUMS
Project and, in particular, who at the Investment Manager knew what and when
regarding the economic viability of the project, and why the Board was not
informed of its economic unviability until April 2023. Such an investigation
would require the full cooperation of the Investment Manager, typically
including granting access to emails and telephone and other records at the
Investment Manager. Accordingly, the Board determined it was better to work
jointly with the Investment Manager in this regard to expedite the conclusion
of the investigation.

In response, however, the Investment Manager (or one of its affiliated
companies) has appointed an investment operations and risk advisory services
firm to investigate some matters on its own behalf. The Investment Manager has
refused to give the Board the opportunity to approve or input into, or even
access to, that consultant's scope of work. The Investment Manager has shared
a copy of the scope with the Auditor but prohibited the Auditor from sharing
the scope with the Board.

The Board has also been informed by the Investment Manager that neither the
Board nor the Auditor will be given access to the consultant's final report.
Instead, the Investment Manager has proposed that its own summary of the
findings of its consultant's report is presented only to the Auditor, again
prohibiting the Auditor from sharing that information with the Board.
Prohibiting the Auditor from sharing information with the Board is
inappropriate because the Auditor would then be asked to rely on information
for which the Board is not able to take responsibility.

Having recently been made aware that the Investment Manager's Chief People
Officer was present throughout the consultant's interview of at least one
employee of the Investment Manager, the Board is concerned about the
independence of the investigation being undertaken on behalf of the Investment
Manager.

·           Separately, for the purposes of corporate governance and
independently of the investigation referred to above and with a view to
establishing the key facts regarding what happened with the RUMS Project, the
Board has sent the Investment Manager a list of critical questions for it to
answer. These questions were first sent to the Investment Manager on 19 June
2023, with follow-up emails sent on 27 June and 13 July 2023 and, to date, the
Board has not received any meaningful answers to them.

In short, some three months since the Suspension, the Board still does not
have the full picture of what happened with the RUMS Project and, in
particular, has no information regarding who at the Investment Manager knew
what and when in relation to the economic viability of the project and why
material matters were not brought to the Board's attention until April 2023.

The Board is disappointed with the approach taken by the Investment Manager
and has been left with no alternative but to discuss an alternative plan for
securing the information required to enable the Financial Statements, Annual
Report and 2022 Audit to be completed. Accordingly, the Board has agreed with
the Auditor that additional audit evidence will be required to finalise the
Annual Report and 2022 Audit, including financial, tax and, potentially, other
due diligence reports on the Company's investments. This is necessary, in the
absence of the ability to rely on the representations of the Investment
Manager, to ensure the completeness and accuracy of all information required
to prepare the valuations and finalise the Annual Report. The Board is in the
process of having discussions on the scope, costs and timelines for this work.
Inevitably, this will result in further costs and delays in finalising the
Financial Statements, Annual Report and 2022 Audit.

Continuing uncertainty over the Company's financial position

As notified in the announcements on 24 April, 6 June and 12 July 2023, and for
the reasons set out below and elsewhere in this announcement, there remains
considerable uncertainty over the valuation of the Company's investments.

In May 2023, the Board appointed PricewaterhouseCoopers LLP ("PwC") to assist
the Company's AIFM and the Board with the finalisation of the valuation of the
Company's portfolio as at 31 December 2022. As announced on 12 July 2023, the
Board has received a draft report from PwC on the valuation of the Company's
assets. Based on the issues being considered, the Board believes that the
portfolio valuation as at 31 December 2022 could reflect a material downward
movement relative to the 30 September 2022 valuation and to the draft
valuations as at 31 December 2022 provided to the Board in February 2023.

Shareholders should also note that the 31 December 2022 valuations will also
reflect: (i) a leading independent power consultancy's price forecasts for the
Philippines wholesale electricity spot market price, which was commissioned by
the Board in December 2022 and were below the forecasts previously used by the
Investment Manager; and (ii) amendments to the Investment Manager's valuation
models following an external audit of them commissioned by the Board in
January 2023.

The Board is currently considering several matters, which are wider ranging
and more concerning than just the macro-economic factors which have driven
valuation revisions across the infrastructure sector, including whether
revenue, operating cost and tax projections were unrealistically optimistic.

In addition to the above and, as previously announced, US$8.2 million of costs
are expected to be written off if the RUMS Project does not proceed and a
further reduction in the fair value as at 31 December 2022 is expected to be
required due to the contingent liability risk associated with non-completion
penalties for the project and legal costs which are estimated to be up to
US$33.5 million on the basis that the project would not have gone ahead at
that date.

The price of solar modules has fallen in recent weeks and the Investment
Manager has determined that there are circumstances where it could now be in
shareholders' interests to proceed with construction and is currently
assessing this option with the Board. If the RUMS Project does proceed, which
the Board expects would be subject to prior FCA and Shareholder approval for a
material change to the country limit in the Company's investment policy, the
project would still be expected to have a material negative net present value
at the current time.

In short, therefore, the Company's financial position is hard to ascertain
based on the information currently available but is likely to show a material
downward adjustment in the Company's NAV as at 31 December 2022 relative to 30
September 2022. In such circumstances, the Board cannot recommend voting in
favour of the Continuation Resolution.

Lack of a plan from the Investment Manager to assist in the potential relaunch
of the Company

As part of the process to prepare the Annual Report, in light of the slow
deployment of capital by the Company, changed macro-economic conditions
affecting the sector and the issues that have arisen in the management of the
Company's assets, the Board had asked for an updated fund model from the
Investment Manager to confirm whether the Company's target returns are still
realistic and whether changes to the Company's investment strategy or policy
in order to achieve acceptable returns for shareholders should be considered.
Despite repeated requests for this information, it has not been received by
the Board.

The Investment Manager agreed some weeks ago to deliver an investment proposal
to assist in the potential relaunch of the Company, addressing matters such as
the future investment strategy and policy and realistic target returns, to the
Board by the end of July 2023. At the time of this announcement, the Board is
still awaiting delivery of this proposal.

The Board does not believe that it would be prudent to vote in favour of the
Continuation Resolution where the future direction and prospective financial
returns of the Company are unclear.

Conclusion

In summary, the Board has been working tirelessly to provide shareholders with
full information on the Company's position, facilitate the completion of the
31 December 2022 valuations and the 2022 Audit and enable trading in the
Company's shares to resume. The Board was seeking to work privately with the
Investment Manager and present shareholders with a full picture prior to
asking them to vote on the Continuation Resolution, but the Board's hand has
been forced by the Requisition.

The Board considers that there are serious and currently unanswered questions
regarding the valuation of the Company's investments and the approach taken by
the Investment Manager. The Board therefore has no alternative but to
recommend that shareholders vote against the Continuation Resolution at each
of the Meetings.

Impact of the Continuation Resolution not passing

In the event that the Continuation Resolution is not passed, the Board will
consult with shareholders with a view to establishing the most appropriate way
forward for the Company. Based on feedback from recent shareholder engagement,
the Board is aware of the importance of the impact strategy which the Company
was established to deliver to many shareholders. Accordingly, proposals to be
considered by the Board may include a relaunch of the Company as well as an
orderly managed wind-down. However, any proposal to relaunch the Company would
be required to offer a compelling investment proposition for both existing and
prospective investors and, therefore, enable the Company to scale up its size
significantly over time. As required by the Company's articles of association,
the Board's proposals regarding the Company's future will be put to
shareholders for their approval within four months of the date of the
Meetings. In the meantime, the Board will continue to work tirelessly to
finalise the Financial Statements, Annual Report and 2022 Audit and get the
Suspension lifted.

As announced on 12 July 2023, shareholders should be aware that, if the
Continuation Resolution is not passed, the Company will be entitled to
terminate its investment management agreement with the Investment Manager
summarily at any time and without further payment in respect of the Investment
Manager's initial five-year term of appointment. In the circumstances, the
Board believes that it is in the interests of shareholders to have that option
to terminate.

Further information regarding the Suspension

Trading in the Company's shares was suspended on 25 April 2023 on the basis
that the Company was not at that time able to assess accurately its financial
position.

As a result of the issues arising in relation to the RUMS Project and broader
issues described in this announcement, the Company was also unable to meet the
deadline of 30 April 2023 required by the FCA for the publication of the
Annual Report, which would have resulted in a suspension of listing and
trading of the Company's shares in any event.

Based on the Company's recent engagement with shareholders it seems that some
shareholders are under the impression that the Company's listing will be
cancelled automatically by the FCA if the Suspension lasts for more than six
months. This is not the case. The FCA has the right to cancel the Company's
listing after this deadline, but in practice is unlikely to do so while the
Company continues to take active steps towards the publication of the Annual
Report.

As set out above, the Board and its advisers continue to take all possible
steps to ensure that the Financial Statements, Annual Report and 2022 Audit
can be completed, the Annual Report published, and the Suspension lifted as
soon as practicable. It should also be noted that a vote against the
Continuation Resolution will not prevent or further delay the finalisation of
the Financial Statements, Annual Report and 2022 Audit or the lifting of the
Suspension.

ARRANGEMENTS FOR THE REQUISITIONED GENERAL MEETING AND THE ADJOURNED ANNUAL
General Meeting

The Meetings will be held on Thursday, 24 August 2023 at the offices of
Stephenson Harwood LLP, 1 Finsbury Circus, London EC2M 7SH. The Requisitioned
General Meeting will commence at 10.00 a.m. and will be followed by the
Adjourned Annual General Meeting.

The Meetings will be held in person. If you decide not to attend the Meetings
in person, it is important that you do still cast your votes in respect of the
business of the Meetings and you 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 Meetings".

The results of each Meeting will be announced through a Regulatory Information
Service and on the Company's website, www.tlenergyimpact.com
(https://url.avanan.click/v2/___http:/www.tlenergyimpact.com___.YXAxZTpzaG9yZWNhcDphOm86YjE1ZDM2YWZmMWE2MjAyY2VjODU5OTJiYzQzMzZmZDg6NjphMWUyOjZhZWMzYTlhMGU3NTY4NzBmY2EwM2RkNjFlZDk5ZjQyZjgyMzYwMDdlNTVhNzNiZGY3ZTg0YWU4ZGI4NTgxODU6cDpU)
, as soon as possible once known.

Resolutions to be proposed at the MEETINGS

As explained above, the resolutions to be proposed at the Requisitioned
General Meeting and the Adjourned Annual General Meeting are necessarily
exactly the same (save for the numbering of the resolutions).

The full text of the resolutions is set out in both the Notice of
Requisitioned General Meeting and the Notice of Adjourned Annual General
Meeting set out at the end of the Circular. The resolutions are being proposed
as ordinary and special resolutions as set out below. An ordinary resolution
requires more than 50 per cent. of the votes cast to be in favour in order for
the resolution to be passed. A special resolution requires at least 75 per
cent. of the votes cast to be in favour in order for the resolution to be
passed.

Ordinary resolution 1 at the Requisitioned General Meeting (being the same as
ordinary resolution 5 at the Adjourned Annual General Meeting)

This is the Continuation Resolution which has been explained in detail
elsewhere in this announcement.

Special resolution 2 at the Requisitioned General Meeting (being the same as
special resolution 6 at the Adjourned Annual General Meeting)

The Company's existing power to buy back its own shares through the market
will lapse at the conclusion of the Adjourned Annual General Meeting. This
resolution seeks authority for the Company to make market purchases of its own
ordinary shares. 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 this
announcement. The Company currently has no treasury shares. Shareholders
should note that as this resolution is the same at each Meeting, the
resolution(s), if passed, will only give authority to purchase up to
26,335,137 ordinary shares and not any higher or aggregated number of ordinary
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 to be held in
2024.

The Directors believe that the ability to buy-back shares is an important
capital management tool and that, from time to time and subject to market
conditions, it may 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 the 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.

Special resolution 3 at the Requisitioned General Meeting (being the same as
special resolution 7 at the Adjourned Annual General Meeting)

The Companies Act 2006 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. This resolution would 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 to be held in 2024. 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.

Recommendation

For the reasons set out above, the Directors unanimously recommend
shareholders vote against resolution 1 to be proposed at the Requisitioned
General Meeting and against resolution 5 to be proposed at the Adjourned
Annual General Meeting. The Directors intend to vote against both of those
resolutions 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 this
announcement).

The Directors unanimously recommend shareholders vote for resolutions 2 and 3
to be proposed at the Requisitioned General Meeting and for resolutions 6 and
7 to be proposed at the Adjourned Annual General Meeting for the reasons set
out above. The Directors intend to vote for all of those resolutions in
respect of their holdings of ordinary shares.

 

Sue Inglis, Chair of ThomasLloyd Energy Impact Trust plc, said: "The Board is
extremely disappointed that the Investment Manager has failed to explain who
knew what and when about the economic unviability of the RUMS Project. The
Investment Manager's approach is forcing us to commission due diligence
reports to ensure we have complete and reliable information on the Company's
investments, further delaying publication of the Annual Report and lifting the
Suspension. Combined with the significant loss arising from the RUMS Project,
an expected material downward adjustment to the valuation of other
investments, and the lack of a forward-looking plan from the Investment
Manager, this leaves us with no option but to recommend voting against
continuation."

 

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)

 Ben Mingay / John Craven

 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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