ThomasLloyd Energy ThomasLloyd - TLEI ThomasLloyd EngyTLEP - Results of Subsequent Placing

Asian Energy Impact Trust

16/11/2022 07:00

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RNS Number : 5295G  ThomasLloyd Energy Impact Trust PLC  16 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).

16 November 2022

ThomasLloyd Energy Impact Trust plc

Results of Subsequent Placing

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 has raised gross proceeds of $35.3 million by way of the
Subsequent Placing announced on 8 November 2022. The Subsequent Placing will
result in the issue of 34,277,228 New Ordinary Shares at the Placing Price of
$1.030 (£0.865 being the announced sterling equivalent Placing Price) per
Ordinary Share.

The net proceeds of the Subsequent Placing will be used to acquire and
construct new projects in the Company's 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.

Applications have been made to the FCA for the 34,277,228 New Ordinary Shares
issued pursuant to the Subsequent Placing to be admitted to the premium
segment of the Official List and to the London Stock Exchange for the New
Ordinary Shares to be admitted to trading on its main market for listed
securities. Admission is expected to become effective, and dealings in the New
Ordinary Shares are expected to commence, at 8.00 a.m. on 18 November 2022.
Following Admission, the New Ordinary Shares will rank pari passu in all
respects with the existing Ordinary Shares.

Immediately following Admission, the Company's issued share capital will
comprise 175,684,705 Ordinary Shares, none of which will be held in treasury.
Each Ordinary Share carries the right to one vote and, therefore, the total
number of voting rights in the Company on Subsequent Admission will be
175,684,705. This figure may be used by Shareholders and other investors as
the denominator for the calculations by which they will determine if they are
required to notify their interest in, or a change to their interest in, the
Company under the FCA's Disclosure Guidance and Transparency Rules.

The New Ordinary Shares will be entitled to receive the quarterly dividend for
the period to 30 September 2022.

Any capitalised terms used but not otherwise defined in this announcement have
the meanings set out in the Prospectus published by the Company on 19
November 2021.

 

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

 

"This capital raise of US$35.3 million is a great achievement in challenging
market conditions and I would like to thank our existing and new shareholders
for their support and engagement during the process. The support for the IPO
and this placing, with total funds raised to date of US$181 million (including
the seed assets at IPO), reaffirms the increasing appetite for real impact
investments that make a difference. ThomasLloyd Energy Impact Trust remains
the only investment trust listed on the London stock exchange providing direct
access to sustainable energy infrastructure assets in fast-growing and
emerging economies in Asia."

 

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

"At a time when world leaders, policy makers and delegates from nearly 200
countries at COP27 are urging immediate action to the climate crisis, the
success of this institutional placing has demonstrated that our existing and
new investors understand the compelling case to increase the flow of capital
to climate-related energy infrastructure projects in developing countries
across Asia.

Asia is the world's largest and fastest growing consumer of energy by far, and
it is also the largest emitter of carbon dioxide.  As Asia emits nearly 4x as
much CO(2) for every US Dollar of GDP than the four largest countries in
Europe on average, it is critical that we address this challenge to achieve a
Net-Zero world.  The capital TLEI has raised so far, when deployed in
emerging and developing Asia, is equivalent to nearly US$725 million invested
in Europe. We have a substantial pipeline of renewable energy assets and look
forward to accelerating our deployment."

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.

 

IMPORTANT NOTICES

 

Neither this announcement nor any part or copy of it may be taken or
transmitted into the United States, Australia, Canada, South Africa or Japan,
or distributed directly or indirectly to US Persons (as defined below) or in
the United States, Australia, Canada, South Africa, New Zealand or Japan. Any
failure to comply with this restriction may constitute a violation of
applicable law. This announcement does not constitute an offer of securities
to the public in the United States, Australia, Canada, South Africa, New
Zealand or Japan or in any other jurisdiction. Persons into whose possession
this announcement comes should observe all relevant restrictions. There will
be no public offer of the shares in the United States, Australia, Canada,
South Africa, New Zealand or Japan.

The Company has not been and will not be registered under the U.S. Investment
Company Act of 1940, as amended (the "Investment Company Act") and as such
investors will not be entitled to the benefits of the Investment Company Act.
The shares have not been and will not be registered under the U.S. Securities
Act of 1933, as amended (the "Securities Act") or with any securities or
regulatory authority of any state or other jurisdiction of the United States
and may not be offered, sold, exercised, resold, transferred or delivered,
directly or indirectly, into or within the United States or to, or for the
account or benefit of, U.S. Persons (as defined in Regulation S under the
Securities Act, "Regulation S"), except 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 securities laws of any state or
other jurisdiction in the United States. There will be no public offer of the
shares in the United States. Subject to certain limited exceptions, the shares
will only be offered or sold only outside the United States to non U.S.
Persons in offshore transactions in reliance on the exemption from the
registration requirements of the Securities Act provided by Regulation S
thereunder.

Neither the U.S. Securities and Exchange Commission ("SEC") nor any state
securities commission has approved or disapproved of the shares or passed upon
or endorsed the merits of the offering of the shares or the adequacy or
accuracy of the Prospectus or this announcement. Any representation to the
contrary is a criminal offence in the United States.

The shares may not be acquired by: (i) investors using assets of: (A) an
"employee benefit plan" as defined in Section 3(3) of the United States
Employee Retirement Income Security Act of 1974, as amended ("ERISA") that is
subject to Title I of ERISA; (B) a "plan" as defined in Section 4975 of the
United States Internal Revenue Code of 1986, as amended (the "U.S. Tax Code"),
including an individual retirement account or other arrangement that is
subject to Section 4975 of the U.S. Tax Code; or (C) an entity whose
underlying assets are considered to include "plan assets" by reason of
investment by an "employee benefit plan" or "plan" described in preceding
clause (A) or (B) in such entity pursuant to the U.S. Plan Assets Regulations;
or (ii) a governmental, church, non-U.S. or other employee benefit plan that
is subject to any federal, state, local or non-U.S. law that is substantially
similar to the provisions of Title I of ERISA or Section 4975 of the U.S. Tax
Code (collectively, "Benefit Plan Investors") unless its purchase, holding,
and disposition of the shares will not constitute or result in a non-exempt
violation of any such substantially similar law.

In addition, the shares are subject to restrictions on transferability and
resale in certain jurisdictions and may not be transferred or resold except as
permitted under applicable securities laws and regulations and under the
articles of incorporation of the Company. Any failure to comply with these
restrictions may constitute a violation of the securities laws of any such
jurisdictions.

The Issue is not being made available to any investor domiciled in any EEA
Member State unless: (i) the AIFM has confirmed that it has made the relevant
notifications or applications in that EEA Member State and is lawfully able to
market shares into that EEA Member State; or (ii) such investors have received
any materials in connection with the Issue on the basis of an enquiry made on
the investor's own initiative.

INFORMATION TO DISTRIBUTORS

 

Target Market Assessment

 

Solely for the purposes of the product governance requirements contained
within the FCA's PROD3 Rules on product governance within the FCA Handbook
(the "FCA PROD3 Rules") and disclaiming all and any liability, whether arising
in tort, contract or otherwise, which any "manufacturer" (for the purposes of
the FCA PROD3 Rules) may otherwise have with respect thereto, the shares have
been subject to a product approval process, which has determined that such
shares 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 FCA Glossary; and (ii) eligible for
distribution through all distribution channels as are permitted by PROD3 (the
"Target Market Assessment").

Notwithstanding the Target Market Assessment, distributors should note that:
the price of the shares may decline and investors could lose all or part of
their investment; the shares offer no guaranteed income and no capital
protection; and an investment in the 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, each of Shore Capital and Peel Hunt will only procure investors
who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute:
(i) an assessment of suitability or appropriateness for the purposes of the
FCA PROD3 Rules; or (ii) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action whatsoever with
respect to the shares.

Each Distributor is responsible for undertaking its own target market
assessment in respect of the shares and determining appropriate distribution
channels.

PRIIPs Regulation

 

In accordance with the UK version of the EU PRIIPs Regulation (1286/2014)
which is part of UK law by virtue of the European Union (Withdrawal) Act 2018,
as amended and supplemented from time to time (the "UK PRIIPS Laws"), a key
information document in respect of an investment in the shares has been
prepared by the Distributor and made available to investors
at www.tlenergyimpact.com (http://www.tlenergyimpact.com/) . Accordingly, if
you are distributing shares, it is your responsibility to ensure that the key
information document is provided to any relevant clients.

 

 

 

 

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