ThomasLloyd Energy ThomasLloyd - TLEI ThomasLloyd EngyTLEP - Proposed Subsequent Placing and Pipeline Update

Asian Energy Impact Trust

08/11/2022 07:00

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RNS Number : 6082F  ThomasLloyd Energy Impact Trust PLC  08 November 2022

ThomasLloyd Energy Impact Trust plc

LEI: 254900V23329JCBR9G82

 

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, SINGAPORE, THE
REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY MEMBER STATE OF THE EEA (OTHER THAN ANY
MEMBER STATE OF THE EEA WHERE THE COMPANY'S SECURITIES MAY BE LEGALLY
MARKETED), OR ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION IS UNLAWFUL, OR
TO ANY NATIONAL, RESIDENT OR CITIZEN OF THE UNITED STATES, AUSTRALIA, NEW
ZEALAND, CANADA, SINGAPORE, JAPAN OR ANY MEMBER STATE OF THE EEA (OTHER THAN
ANY MEMBER STATE OF THE EEA WHERE THE COMPANY'S SECURITIES MAY BE LEGALLY
MARKETED).

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED TO CONSTITUTE
INSIDE INFORMATION AS STIPULATED UNDER THE UK'S MARKET ABUSE REGULATION. UPON
THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A PROSPECTUS.
INVESTORS MUST SUBSCRIBE FOR OR PURCHASE ANY SHARES REFERRED TO IN THIS
ANNOUNCEMENT ONLY ON THE BASIS OF INFORMATION CONTAINED IN THE PROSPECTUS
PUBLISHED BY THE COMPANY ON 19 NOVEMBER 2021 (THE "PROSPECTUS") AND NOT IN
RELIANCE ON THIS ANNOUNCEMENT. COPIES OF THE PROSPECTUS ARE AVAILABLE FOR
INSPECTION, SUBJECT TO ANY APPLICABLE RESTRICTIONS, FROM THE COMPANY'S
REGISTERED OFFICE AND ON ITS WEBSITE (WWW.TLENERGYIMPACT.COM).

UNLESS THE CONTEXT REQUIRES OTHERWISE, WORDS AND EXPRESSIONS DEFINED IN THE
PROSPECTUS HAVE THE SAME MEANINGS WHEN USED IN THIS ANNOUNCEMENT.

8 November 2022

ThomasLloyd Energy Impact Trust plc

Proposed Subsequent Placing and Pipeline Update

ThomasLloyd Energy Impact Trust plc ("TLEI" or the "Company"), the renewable
energy investment trust providing direct access to sustainable energy
infrastructure in fast growing and emerging economies in Asia, is pleased to
announce that it proposes to raise new equity capital by issuing  new
ordinary shares of US$0.01 each in the Company ("New Ordinary Shares") by way
of a subsequent placing (the "Subsequent Placing"), in order to progress its
robust pipeline of opportunities via its platforms in India, the Philippines
and Vietnam. The diversified pipeline allows for a staggered roll-out starting
from US$25 million with up to US$380 million in readily available assets
ranging from 20 MW to 450 MW. The placing price will be US$1.030 per New
Ordinary Share (the "Placing Price").

Recent positive developments - catalysts for further issuance

Establishment of Vietnamese platform

-     On 2 November 2022, the Company announced its entry into Vietnam via
a new local partnership creating an operational platform and hub,
supplementing the existing local partnerships of its investment manager in
TLEI's other core target markets of India and the Philippines.

-         TLEI has entered into an investment agreement for initial
funding of up to US$30 million to purchase renewable energy assets already
owned, controlled or identified by Solar Electric Vietnam ("SEV"), a
well-established engineering, procurement and construction provider and
renewable energy developer, or originated by the investment manager. TLEI has
a right of first refusal on new construction-ready or operational projects
developed or originated by SEV and meeting TLEI's investment criteria.

-          US$4.6 million of the funding facility has already been
deployed in two rooftop solar assets and an additional portfolio of a 19 MWp
of rooftop solar assets are currently under exclusivity to the Company.

-       SEV has identified additional off-market solar assets with a total
capacity of 137 MWp, which includes 11 MWp of assets under negotiation for
exclusivity to the Company where due diligence is well advanced.

-       The partnership with SEV enables efficient scalability. Once the
initial US$30 million facility has been fully utilised, more than 86% of net
IPO proceeds will have been deployed.

-         One of the key benefits that the Vietnamese renewable energy
market offers is long-term US Dollar-indexed fixed-price government power
purchase agreements ("PPAs"), which mitigates the Company's currency risk.

-          The Vietnamese platform enhances the geographic and currency
diversification of the Company.

Restrictions on foreign ownership of Philippines renewable energy assets
removed

-           On 20 October 2022, the Department of Justice in the
Philippines opined that legislation restricting foreign ownership in the
Philippine does not apply to renewable energy assets, including solar, wind
and hydro assets.  When the legislation is changed it will open up the local
renewable energy sector to a far wider pool of capital, which will greatly
assist the Philippines's net zero ambitions.

-           This legislative change supports TLEI's objective in
pursuing further renewable energy investment in the country.

Positive performance since IPO - Q3 results to 30 September 2022

-          On 3 November 2022, the Company announced its Q3 NAV of 100.8
US cents per Ordinary Share, representing growth of 2.9% since the IPO, along
with its third quarterly interim dividend of 0.44 US cents per Ordinary
Share.

-          Net assets as at 30 September 2022 were US$142.5 million,
with a NAV total return since IPO of 3.8%.

-     Excluding the non-cash impact of foreign exchange movements, on a
constant currency basis the value of the Company's investment portfolio would
have increased by 13.3% and, as at 30 September 2022, the NAV per Ordinary
Share would have been 104.6 US cents and the NAV total return per Ordinary
Share would have been 8.1% since IPO.

-      At 30 September 2022, the Company's investment portfolio included
the seed asset portfolio described in the   Prospectus.

Substantial investment pipeline

-     The Company has a near-term pipeline of potential investments
totalling over US$750 million, which includes approximately US$380 million of
exclusive acquisition and organic follow-on opportunities, with the remainder
being new acquisition opportunities in various stages of due diligence.

-         The technology-diversified pipeline across four countries with
an aggregate capacity of 1,525 MW consists of a broad range of assets and
projects with sizes starting from 20 MW to 450 MW, the majority of which are
backed by fixed price long-term PPAs with government offtakers.

-     The pipeline has been developed to continue the balance between
construction ready and operational assets,   underpinning dividend security
as well as potential for enhanced capital growth and impact.

Article 9 classification confirmed

-       TLEI confirms that it classifies under Article 9 of the EU
Sustainable Finance Disclosure Regulation as a financial product that has
sustainable investment as its objective. As a fund that invests in renewable
energy infrastructure, TLEI substantially contributes to climate mitigation
under the EU Green Taxonomy.

Material investor interest

-          At IPO, the Company raised US$141 million (including seed
assets acquired in exchange for Ordinary Shares) from a broad range of
institutional and wholesale investors across the UK and continental Europe.

-          The Company was aware of significant additional interest at
IPO, primarily from continental European investors who were unable to
participate at the time, and has continued to receive expressions of interest
to invest in subsequent fund raisings from existing and new investors.

-        Given that the Company has recently received a number of
significant indications of interest from existing and new investors, is able
to efficiently deploy capital at scale and has a sizeable pipeline of
immediately available assets, TLEI believes it is appropriate to provide an
opportunity for investors to invest in TLEI via a further equity fund-raising.

Proposed Subsequent Placing

The Subsequent Placing is being undertaken to raise funds for the purpose of
investment in accordance with the Company's investment objective and policy
and with a view to delivering further value for Shareholders. The Subsequent
Placing is being carried out as part of the Placing Programme described in the
Prospectus.  The Placing Programme currently allows the further issuance of
up to 458,592,523 New Ordinary Shares.

TLEI is proposing an issue at a price of US$1.030 per New Ordinary Share,
under the Company's Placing Programme:

-          The Placing Price has been calculated by reference to the NAV
per Ordinary Share (unaudited) as at 30 September 2022 of US$1.008 (which is
cum the declared dividend for the quarter ended 30 September 2022).  The New
Ordinary Shares will rank for this dividend and the Placing Price has been
calculated by adjusting the NAV to allow for the expected costs and expenses
of the Subsequent Placing.  The Placing Price represents a premium of
approximately 2.5% to the closing share price of US$1.005 per Ordinary Share
on 7 November 2022 and a premium of approximately 2.2% to the last reported
NAV of US$1.008 per Ordinary Share as at 30 September 2022.

-           The New Ordinary Shares to be issued pursuant to the
Subsequent Placing will, following Subsequent Admission, rank pari passu in
all respects with the existing Ordinary Shares and will carry the right to
receive all dividends and distributions declared, made or paid on or in
respect of the Ordinary Shares by reference to a record date after Subsequent
Admission. In particular, the New Ordinary Shares issued under the Subsequent
Placing will be entitled to the quarterly dividend of 0.44 US cents per
Ordinary Share for the quarter to 30 September 2022, payable on 2 December
2022 to shareholders on the register at the dividend record date of 18
November 2022.

-         Participants in the Subsequent Placing may elect to subscribe
for New Ordinary Shares in sterling at a price per New Ordinary Share equal to
the Placing Price at the relevant sterling exchange rate, being the sterling
to US Dollar spot exchange rate published by Bloomberg at 1 p.m. on 15
November 2022 (or such other date or time as the Company may determine). The
relevant sterling exchange rate and the sterling equivalent issue price are
not known as at the date of this announcement and will be notified by the
Company via a RIS prior to Subsequent Admission.

-           The estimated expenses of the issue are expected to
amount to approximately 2% of funds raised.

The Subsequent Placing, and an investor's participation in it, are subject to
the terms and conditions set out in Part XII of the Prospectus.  Copies of
the Prospectus may, subject to any applicable law or restrictions, be obtained
from the Company's registered office, on the Company's website
(www.tlenergyimpact.com (http://www.tlenergyimpact.com) ) or via the National
Storage Mechanism (https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) ).

The Subsequent Placing will be made through the Company's joint corporate
brokers, Shore Capital Stockbrokers Limited ("Shore Capital") and Peel Hunt
LLP ("Peel Hunt") and will be launched immediately following this
announcement. To register their interest in participating in the Subsequent
Placing investors should communicate their applications for New Ordinary
Shares by telephone to their usual sales contact at Shore Capital or Peel
Hunt.

The number of New Ordinary Shares to be issued pursuant to the Subsequent
Placing (and, therefore, the gross proceeds of the Subsequent Placing), is not
known as at the date of release of this announcement and will be agreed
between Shore Capital, Peel Hunt and the Company following the close of the
Subsequent Placing. The number of New Ordinary Shares to be issued will be
notified by the Company via a RIS prior to Subsequent Admission. The
Subsequent Placing is not being underwritten.

Amendment to timetable set out in the Prospectus

The Prospectus stated that the last date for shares to be issued pursuant to
the Placing Programme was 11 November 2022. Pursuant to the terms set out in
the Prospectus, the Company announces an amendment to that timetable, and that
the revised closing date for shares to be issued pursuant to the Placing
Programme is 18 November 2022 in compliance with Prospectus Regulation Rule
5.1.

Subsequent Admission

Applications will be made to the FCA for admission of the New Ordinary Shares
to the premium listing segment of the Official List and to the London Stock
Exchange for admission to trading of the New Ordinary Shares on the main
market for listed securities ("Subsequent Admission"). It is expected that
Subsequent Admission will become effective and that unconditional dealings in
the New Ordinary Shares will commence at 8.00 a.m. on 18 November 2022.

 Expected timetable(1)
 Subsequent Placing opens                                                       8 November 2022
 Announcement of sterling equivalent issue price                                15 November 2022
 Latest time for receipt of Subsequent Placing commitments                      5.00 p.m. on 15 November 2022
 Result of Subsequent Placing announced                                         7.00 a.m. on 16 November 2022
 Subsequent Admission becomes effective and dealings in New Ordinary Shares on  8.00 a.m. on 18 November 2022
 London Stock Exchange's main market for listed securities commence

(1)The dates and times specified in this announcement are references to London
times and are subject to change, in which event details of the new times and
dates will be notified, as required, through a RIS.

Benefits of the Subsequent Placing

The Board believes that it continues to be in the interests of the Company and
its Shareholders to grow the Company further by the issuance of New Ordinary
Shares.  In particular, the Board believes that the Subsequent Placing will
have the following benefits for the Company:

-          increasing the capital available to the Company to acquire
additional assets, which are expected to further diversify the Company's
portfolio of renewable energy assets in terms of geography, technology and
offtaker;

-     broadening the Company's investor base and enhancing the size and
potentially increasing the liquidity of the Company's share capital; and

-          spreading the fixed operating costs over a larger capital
base, thereby reducing the Company's ongoing charges ratio.

Dividends and total return target

-        The Company has declared, and paid or will pay, three quarterly
dividends of 0.44 US cents per Ordinary Share each (1.32 US cents in
aggregate) in respect of the financial year ending 31 December 2022.

-          The Company reiterates its annual target dividend yield(2) of
2-3% for the financial year ending 31 December 2022, 5-6% for 2023 and at
least 7% for 2024, with the aim of progressively increasing this nominal
target thereafter.

-        The Company is targeting a NAV total return(2), of 10-12% per
annum (net of all fees, expenses and taxes), once the portfolio is fully
operational on a fully invested and geared basis

(2)Based on the IPO issue price of US$1.00.  The target dividends and returns
set out above are targets only and are not profit forecasts. There can be no
assurance that these targets can or will be met and they should not be seen as
an indication of the Company's expected or actual results or returns.

Commenting on today's announcement Sue Inglis, Chair of ThomasLloyd Energy
Impact Trust plc, said:

"It is clear that investors see the economic attraction of investing in our
target markets, as well as the positive environmental and social impact these
investments bring. As we reach the milestone of our first year in operation,
we believe that the foundations for strong and efficient deployment of capital
at scale are now in place and that existing and new shareholders will benefit
from growing the Company through further issuance."

Michael Sieg, Group Chief Executive of the Investment Manager, commented:

"Asia is the world's largest and fastest growing consumer of energy, 85% of
which comes from fossil fuels. As a result, carbon emissions in Asia exceed
those of Europe and North America combined, a fact that is a key focus of
COP27. TLEI remains the only LSE-traded company that allows investors to
directly access this market through investment in sustainable energy
infrastructure assets in the fast-growing economies of Asia, as well as
effectively addressing the global challenge of reaching net zero by 2050."

 

Definitions

Any capitalised terms used but not otherwise defined in this announcement have
the meaning set out in the Prospectus.

Enquiries:

 ThomasLloyd Group (Investment Manager)

 Anneliese Diedrichs                                       Tel: +41 (0)79 659 6513

                                                           Anneliese.diedrichs@thomas-lloyd.com
                                                           (mailto:Anneliese.diedrichs@thomas-lloyd.com)
 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 (Sales)

 Sohail Akbar (ECM Syndicate)
 Camarco                                                   Tel: +44 (0)20 3757 4982

 Louise Dolan                                              thomaslloyd@camarco.co.uk (mailto:thomaslloyd@camarco.co.uk)

 Eddie Livingstone-Learmonth

 Phoebe Pugh

 

About ThomasLloyd Energy Impact Trust plc

ThomasLloyd Energy Impact Trust plc (TLEI) listed on the premium segment of
the main market of the London Stock Exchange in December 2021 and was awarded
the Green Economy Mark upon admission.

In 2021, ThomasLloyd Group participated in the Mobilising Institutional
Capital Through Listed Product Structures (MOBILIST)
(https://www.ukmobilist.com/)  competition, which engaged financial
institutions in a search for the best sustainable infrastructure proposals
that can list either on the London Stock Exchange or local exchanges.
ThomasLloyd Group was the first fund manager to complete this process
successfully and received US$32.3 million in investment from the UK government
into the Company.

The Company has a 'Triple Return' investment objective which consists of:

-         providing shareholders with attractive dividend growth and
prospects for long-term capital appreciation (the financial return);

-           protecting natural resources and the environment (the
environmental return); and

-        delivering economic and social progress, helping build resilient
communities and supporting purposeful activity (the social return).

The Company seeks to achieve its investment objective by investing directly in
a diversified portfolio of sustainable energy infrastructure assets in the
fast-growing and emerging economies in Asia. The assets will be unlisted
sustainable energy infrastructure assets in the areas of renewable energy
power generation, transmission infrastructure, energy storage and sustainable
fuel production, including utilising different technologies to reduce revenue
variability.

The Company aims to generate additional value for its investors through
focusing its investments on construction-ready or in-construction projects.
The Company only invests in such pre-operational assets where: (i) an offtake
agreement has been entered into; (ii) the land on which the project is
situated is identified or contractually secured where appropriate; and (iii)
all relevant permits have been granted.

Offtake agreements will typically benefit from long-term fixed-price PPAs,
capacity contracts or other similar revenue contracts with creditworthy
(primarily investment grade) private and public sector buyers.

TLEI classifies under Article 9 of the EU Sustainable Finance Disclosure
Regulation (SFDR) as a financial product that has sustainable investment as
its objective. As a fund that invests in renewable energy infrastructure, TLEI
substantially contributes to climate mitigation under the EU Green Taxonomy.

Further information on the Company can be found on its website
(www.tlenergyimpact.com (http://www.tlenergyimpact.com) ).

About the Investment Manager

The Company's investment manager is ThomasLloyd Global Asset Management
(Americas) LLC (the "Investment Manager"), a wholly-owned subsidiary of
ThomasLloyd Group ("ThomasLloyd" or the "ThomasLloyd Group"). Founded in 2003,
the ThomasLloyd Group is a leading impact investor and provider of climate
financing. ThomasLloyd is a pure play impact investor and aims to apply a
robust, socially and environmentally responsible investment approach that is
geared towards reducing carbon emissions and improving economic prospects,
while reducing investment risk through diversification across countries,
technologies and currencies.

Over the last decade, ThomasLloyd has deployed over US$1 billion across 18
projects in renewable energy power generation, transmission and sustainable
fuel production with a total capacity in excess of 700 MW.

Since 2013, ThomasLloyd has been measuring and reporting on the impact of its
investments, creating an empirical database showing the positive impact of
their investments in sustainable energy infrastructure in high growth and
emerging markets in Asia.

Disclaimer

Members of the public are not eligible to take part in the Placing. This
announcement and the terms and conditions referred to herein are directed in
the United Kingdom only at persons selected by Shore Capital or Peel Hunt LLP
who are "investment professionals" falling within Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the
FPO) or "high net worth companies, unincorporated associations etc" falling
within Article 49(2) of the FPO, or persons to whom it may otherwise be
lawfully communicated (all such persons together being referred to as
"Relevant Persons"). This announcement and the terms and conditions referred
to in Part XII of the Prospectus must not be acted on or relied on in the
United Kingdom by persons who are not Relevant Persons. Any investment or
investment activity to which this announcement relates is available only to,
and will be engaged in only with, persons in the United Kingdom who are
Relevant Persons.

In the United Kingdom, this announcement is being directed solely at persons
in circumstances in which section 21(1) of the Financial Services and Markets
Act 2000 (as amended) does not apply. This announcement does not constitute or
form part of, and should not be construed as, any offer or invitation or
inducement for sale, transfer or subscription of, or any solicitation of any
offer or invitation to buy or subscribe for or to underwrite, any share in the
Company or to engage in investment activity (as defined by the Financial
Services and Markets Act 2000) in any jurisdiction nor shall it, or any part
of it, or the fact of its distribution form the basis of, or be relied on in
connection with, any contract or investment decision whatsoever, in any
jurisdiction. This announcement does not constitute a recommendation regarding
any securities.

This communication is only addressed to, and directed at, persons in member
states of the European Economic Area who are "qualified investors" within the
meaning of Article 2(e) of the Prospectus Regulation ("Qualified
Investors").  For the purposes of this provision, the expression "Prospectus
Regulation" means Regulation (EU) 2017/1129.

The material set forth herein is not intended, and should not be construed, as
an offer of securities for sale or subscription in the United States or any
other jurisdiction. Any purchase of New Ordinary Shares should be made solely
on the basis of the information contained in the Prospectus. This announcement
is not for publication or distribution, directly or indirectly, in or into the
United States (including its territories and possessions, any state of the
United States and the District of Columbia), Australia, Canada, South Africa,
Japan or any member state of the EEA (other than any member state of the EEA
where the securities may be lawfully marketed). The distribution of this
announcement may be restricted by law in certain jurisdictions and persons
into whose possession any document or other information referred to herein
comes should inform themselves about and observe any such restriction. Any
failure to comply with these restrictions may constitute a violation of the
securities laws of any such jurisdiction. The Company will not be registered
under the US Investment Company Act of 1940, as amended. In addition, the New
Ordinary Shares referred to herein have not been and will not be registered
under the US Securities Act of 1933 (the "Securities Act") or under the
securities laws of any state of the United States and may not be offered or
sold in the United States or to or for the account or benefit of US persons
absent registration or pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and in
compliance with any applicable State securities laws. The offer and sale of
New Ordinary Shares referred to herein has not been and will not be registered
under the Securities Act or under the applicable securities laws of any state,
province or territory of Australia, Canada, South Africa, Japan or any member
state of the EEA (other than any member state of the EEA where the securities
may be lawfully marketed). Subject to certain exceptions, the New Ordinary
Shares referred to herein may not be offered or sold in Australia, Canada,
South Africa, Japan or any member state of the EEA (other than any member
state of the EEA where the securities may be lawfully marketed) or to, or for
the account or benefit of, any national, resident or citizen of Australia,
Canada, South Africa, Japan or any member state of the EEA (other than any
member state of the EEA where the securities may be lawfully marketed). There
will be no offer of the New Ordinary Shares in the United States, Australia,
Canada, South Africa, Japan or any member state of the EEA (other than any
member state of the EEA where the securities may be lawfully marketed).

The merits or suitability of any securities must be independently determined
by the recipient on the basis of its own investigation and evaluation of the
Company. Any such determination should involve, among other things, an
assessment of the legal, tax, accounting, regulatory, financial, credit and
other related aspects of the securities.

This announcement may not be used in making any investment decision in
isolation. This announcement on its own does not contain sufficient
information to support an investment decision and investors should ensure that
they obtain all available relevant information before making any investment.
 This announcement does not constitute a recommendation concerning the
Placing. The price and value of securities can go down as well as up. Past
performance is not a guide to future performance. The contents of this
announcement are not to be construed as legal, business, financial or tax
advice. Each Shareholder or prospective investor should consult his, her or
its own legal adviser, business adviser, financial adviser or tax adviser for
legal, financial, business or tax advice. No reliance may be placed for any
purposes whatsoever on this announcement or its completeness.

The information and opinions contained in this announcement are provided as at
the date of the announcement and are subject to change without notice and no
representation or warranty, express or implied, is or will be made in relation
to the accuracy or completeness of the information contained herein and no
responsibility, obligation or liability or duty (whether direct or indirect,
in contract, tort or otherwise) is or will be accepted by the Company, the
Investment Manager, Shore Capital, Peel Hunt or any of their affiliates or by
any of their respective officers, employees or agents to update or revise
publicly any of the statements contained herein. No reliance may be placed for
any purpose whatsoever on the information or opinions contained in this
announcement or on its completeness, accuracy or fairness. The document has
not been approved by any competent regulatory or supervisory authority.

Potential investors should be aware that any investment in the Company is
speculative, involves a high degree of risk, and could result in the loss of
all or substantially all of their investment. Results can be positively or
negatively affected by market conditions beyond the control of the Company or
any other person. Any data on past performance contained herein is no
indication as to future performance and there can be no assurance that any
targeted or projected returns will be achieved or that the Company will be
able to implement its investment strategy or achieve its investment
objectives. Any target returns published by the Company are targets only.
There is no guarantee that any such returns can be achieved or can be
continued if achieved, nor that the Company will make any distributions
whatsoever. There may be other additional risks, uncertainties and factors
that could cause the returns generated by the Company to be materially lower
than the target returns of the Company.

The information in this announcement may include forward-looking statements,
which are based on the current expectations, intentions and projections about
future events and trends or other matters that are not historical facts and in
certain cases can be identified by the use of terms such as "may", "will",
"should", "expect", "anticipate", "project", "estimate", "intend", "continue",
"target", "believe" (or the negatives thereof) or other variations thereof or
comparable terminology. These forward-looking statements, as well as those
included in any related materials, are not guarantees of future performance
and are subject to known and unknown risks, uncertainties, assumptions about
the Company and other factors, including, among other things, the development
of its business, trends in its industry, and future capital expenditures and
acquisitions. In light of these risks, uncertainties and assumptions, the
events in the forward-looking statements may not occur and actual results may
differ materially from those expressed or implied by such forward looking
statements. Given these risks and uncertainties, prospective investors are
cautioned not to place undue reliance on forward-looking statements.

Shore Capital and Peel Hunt, which are authorised and regulated in the United
Kingdom by the Financial Conduct Authority, are acting exclusively for the
Company and for no-one else in relation to the Subsequent Placing and
Subsequent Admission. Shore Capital and Peel Hunt will not regard any other
person (whether or not a recipient of this announcement) as their clients in
relation to the Subsequent Placing or Subsequent Admission and will not be
responsible to anyone other than the Company for providing the protections
afforded to its clients or for providing any advice in relation to the
Subsequent Placing or Subsequent Admission, the contents of this announcement
or any transaction or arrangement referred to herein. Apart from the
responsibilities and liabilities, if any, which may be imposed on Shore
Capital or Peel Hunt by the FSMA or the regulatory regime established
thereunder,  Shore Capital and Peel Hunt make no representation express or
implied in relation to, nor accept any responsibility whatsoever for, the
contents of this announcement or any other statement made or purported to be
made by it or on its behalf in connection with the Company, the New Ordinary
Shares, the Subsequent Placing or Subsequent Admission.  Accordingly, to the
fullest extent permissible by law, Shore Capital and Peel Hunt disclaims all
and any responsibility or liability whether arising in tort, contract or
otherwise which they might have in respect of this announcement or any other
statement.

Solely for the purposes of the product governance requirements contained
within (a) the UK's implementation of EU Directive 2014/65/EU on markets in
financial instruments, as amended ("UK MiFID II") and (b) the UK's
implementation of Articles 9 and 10 of Commission Delegated Directive (EU)
2017/593 supplementing UK MiFID II, and in particular Chapter 3 of the Product
Intervention and Product Governance Sourcebook of the FCA (together, the
"MiFID II Product Governance Requirements"), and disclaiming all and any
liability whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the New Ordinary Shares
have been subject to a product approval process, which has determined that
such securities are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional clients and
eligible counterparties, each as defined in UK MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by UK MiFID II
(the "Target Market Assessment"). Notwithstanding the Target Market
Assessment, distributors (such term to have the same meaning as in the MiFID
II Product Governance Requirements) should note that: the market price of the
New Ordinary Shares may decline and investors could lose all or part of their
investment; the New Ordinary Shares offer no guaranteed income and no capital
protection; and an investment in the New Ordinary Shares is compatible only
with investors who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses that may
result therefrom. The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling restrictions in
relation to the Placing.  Furthermore, it is noted that, notwithstanding the
Target Market Assessment, Shore Capital and Peel Hunt will only procure
investors (pursuant to the Placing) who meet the criteria of professional
clients and eligible counterparties.  For the avoidance of doubt, the Target
Market Assessment does not constitute: (a) an assessment of suitability or
appropriateness for the purposes of UK MiFID II; or (b) a recommendation to
any investor or group of investors to invest in, or purchase, or take any
other action whatsoever with respect to the New Ordinary Shares. Each
distributor is responsible for undertaking its own target market assessment in
respect of the New Ordinary Shares and determining appropriate distribution
channels.

PRIIPS Regulation

In accordance with the PRIIPs Regulation, a Key Information Document ("KID")
in respect of the New Ordinary Shares has been prepared by the Company and is
available to investors at www.tlenergyimpact.com
(http://www.tlenergyimpact.com) .  If you are distributing the New Ordinary
Shares, it is your responsibility to ensure that the relevant KID is provided
to any clients that are "retail clients".

The Company is the only manufacturer of the New Ordinary Shares for the
purposes of the PRIIPs Regulation and Shore Capital and Peel Hunt are not the
manufacturers for these purposes. Shore Capital and Peel Hunt make no
representation, express or implied, nor accept any responsibility whatsoever
for the contents of the KID prepared by the Company nor accept any
responsibility to update the contents of the KID in accordance with the PRIIPs
Regulation, to undertake any review processes in relation thereto or to
provide such KID to future distributors of New Ordinary Shares.  Accordingly,
Shore Capital and Peel Hunt disclaim all and any liability whether arising in
tort or contract or otherwise which it might have in respect of the KID or any
other key information document prepared by the Company from time to time.

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