ThomasLloyd Energy ThomasLloyd - TLEI ThomasLloyd EngyTLEP - Requisition of a General Meeting

Asian Energy Impact Trust

12/07/2023 16:49

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20230712:nRSL8428Fa&default-theme=true

RNS Number : 8428F  ThomasLloyd Energy Impact Trust PLC  12 July 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

 

12 July 2023

 

ThomasLloyd Energy Impact Trust plc (the "Company")

 

Requisition of a General Meeting

 

The Company announces that it has received a notice from certain entities and
funds which hold shares in the Company and are affiliated with ThomasLloyd
Global Asset Management (Americas) LLC (the "Investment Manager") (together,
the "Requisitioning Shareholders"), requisitioning a general meeting of the
Company's shareholders (the "Requisition") which is required to be convened
within 21 days of the Requisition and to be held on a date not more than 28
days after the date of the notice convening such general meeting. The
Requisition proposes an ordinary resolution that the Company should continue
in its present form (a "Continuation Resolution") and special resolutions
regarding the Company's authority to make market purchases of its own shares
and the notice period for general meetings. These are the resolutions which
were not put to the Annual General Meeting on 30 June 2023 prior to its
adjournment, despite attempts by the CEO of the Company's Investment Manager,
acting as a corporate representative of certain ThomasLloyd Group entities
with which he is associated and which hold shares in the Company, and one
other shareholder, challenging the adjournment of that meeting with a view to
voting on these resolutions.

 

Annual Report and potential material downward movement in valuation

 

The Board is extremely disappointed that the Requisitioning Shareholders are
seeking that shareholders vote on a Continuation Resolution before the
information necessary to make an informed decision on the Company's financial
position and prospects is available. This information includes the finalised
portfolio valuation and annual report and accounts for the year ended 31
December 2022 (the "Annual Report"), as well as the completion of an
investigation into the circumstances around the RUMS Project in particular,
all of which are required to complete the audit and thereby lift the
suspension of listing and trading in the Company's shares (the "Suspension").

 

The Board has expended significant time on this work but still has no
explanation from the Investment Manager as to what was known by the Investment
Manager, and at what time, regarding the RUMS Project including its financial
viability and the circumstances that led up to the Suspension. The Requisition
now received is only expected to delay matters further, including the lifting
of the Suspension.

 

The Board also notes that this Requisition is against the backdrop of
continuing uncertainty regarding the portfolio valuation which, as announced
earlier today, could reflect a potentially material downward movement relative
to the 30 September 2022 valuation (and the draft valuations as at 31 December
2022 provided to the Board).

 

Continuation Resolution

 

The Board reminds shareholders that whether the Continuation Resolution passes
or fails will not expedite the finalisation of the audit nor cause the
Suspension to be lifted.

 

It is in the interests of the Investment Manager for the Continuation
Resolution to be passed. Shareholders should note that there are provisions in
the Company's investment management agreement with the Investment Manager (the
"IMA") under which the Company may terminate the Investment Manager's
appointment summarily and the Company's rights in that regard are fully
reserved. However, in the event that the Continuation Resolution is not
passed, the Company will be entitled to terminate the IMA 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.

 

The Requisitioning Shareholders are forcing the Board to make a
recommendation, and shareholders to vote, on the Continuation Resolution based
on the information currently available and without any meaningful explanation
from the Investment Manager as to the circumstances around the RUMS Project.
Against this backdrop, the Board expects to recommend that shareholders vote
against the Continuation Resolution. The Board's detailed response to the
Requisition will be announced shortly in accordance with the requirements of
the Companies Act 2006.

 

In the event that the Continuation Resolution is not passed, the Board will
then work to consider how best to take the Company and its assets forward. The
Board would be able to consider a wide range of options including the
reconstruction, reorganisation or potentially the winding up of the Company.
Under the Company's articles of association, the Board's proposals arising
from that process would need to be put forward to shareholders for their
approval within four months following the meeting at which the Continuation
Resolution was proposed.

 

Sue Inglis, Chair of ThomasLloyd Energy Impact Trust plc, said: "The Board has
continued to work very hard to progress the workstreams necessary to lift the
Suspension but still does not have from the Investment Manager any explanation
of who within the Investment Manager knew what and when regarding the
financial viability of the RUMS Project. In addition, the Board has been
independently advised that there remains significant uncertainty regarding the
portfolio valuation. The Requisition is extremely disappointing in this
context and the Board expects this distraction will only serve to cause
further delay to the audit which is required to lift the Suspension."

 

The person responsible for arranging the release of this announcement on
behalf of the Company is Uloma Adighibe of JTC (UK) Limited, the Company
Secretary.

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 (Financial Adviser to the Company)       Tel: +44 (0)20 3696 7260

 Ben Mingay

 John Craven

 Camarco (PR Adviser)                                               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

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  NOGRTMATMTIBBFJ