REG - Triple Point Energy - Circular & Notice of General Meeting

Triple Point Energy TransitionAnnouncement

23/01/2025 07:00

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RNS Number : 3861U  Triple Point Energy Transition PLC  23 January 2025

Triple Point Energy Transition plc

("TENT" or the "Company" and together with its subsidiaries, the "Group")

 

 

PUBLICATION OF A CIRCULAR AND NOTICE OF GENERAL MEETING

 

PROPOSED MEMBERS' VOLUNTARY LIQUIDATION OF THE COMPANY

 

OR, IF THE LIQUIDATION IS NOT APPROVED BY SHAREHOLDERS, A PROPOSED c.£42m
TENDER OFFER

 

The Board of Directors of TENT announces that it is convening a general
meeting of its Shareholders to approve the proposed members' voluntary
liquidation of the Company, including an initial distribution of approximately
£43 million, (the "Liquidation") or, if the Liquidation is not approved by
Shareholders, a tender offer for Shares with a value of approximately £42
million (the "Tender Offer") (the "Proposals").

The Circular setting out details of the Proposals and containing the Notice of
General Meeting will be posted to Shareholders today and will shortly be
available on the Company's website at
https://www.tpenergytransition.com/investor-communication/151/
(https://www.tpenergytransition.com/investor-communication/151/) . An extract
of the information set out in the Circular is set out in the Appendix to this
announcement. All defined terms included herein are as set out in the
Circular.

YOUR VOTE IS EXTREMELY IMPORTANT AND EVERY VOTE MATTERS.

 

Summary

 ·           On 22 January 2025, the Company announced the completion of the sale of TENT
             Holdings, which held the Group's Hydro Portfolio, together with the remaining
             LED receivables finance agreements, for total consideration of £44.1 million
             of which £43.1m was received on completion and a retention of £1.0m is due
             for payment by the end of May 2025.

 ·           Following this final disposal, the realisation of the Company's assets in
             connection with the Managed Wind-Down is effectively complete with the
             remaining assets being cash and deferred consideration due in relation to
             sales.

 ·           The cash available on the Company's balance sheet as at 22 January 2025 is
             £47.6 million and the Company's unaudited estimated unaudited Net Asset Value
             per Share ("eNAV") is 49.30p per Share.

 ·           The Liquidation will mark the culmination of the Managed Wind-Down which was
             approved by c.99 per cent. of Shareholders who voted at the general meeting of
             the Company held in March 2024.

 ·           If the Liquidation is approved:

             o                                         The admission of the Shares to the Official List and to trading on the Main
                                                       Market of the London Stock Exchange will be suspended from 7.30 a.m. on 24
                                                       February 2025 ahead of the General Meeting ("Suspension") and will be
                                                       cancelled with effect from 8.00 a.m. on 25 February 2025.

             o                                         The Liquidators, who would be appointed immediately following approval of the
                                                       Liquidation at the General Meeting, have confirmed to the Company that they
                                                       will use their best endeavours to make an initial distribution to Shareholders
                                                       amounting to approximately £43 million (equal to approximately 42.99p per
                                                       Share) as soon as possible after their appointment and, in any event, within
                                                       10 Business Days thereof.

             o                                         The Liquidators, in their absolute discretion, will make further distributions
                                                       of capital as and when further cash from deferred payments becomes available
                                                       and any creditors have been satisfied, with a view to making a final
                                                       distribution and winding up the Company in Q4 2026.

 ·           The Board, having considered the various options available to it, believes
             that the Liquidation is in the best interests of Shareholders as a whole as it
             represents the most cost and tax-efficient and timely method of returning the
             remaining capital to Shareholders, and provides Shareholders with greater
             certainty as to the amount and timing of any return of capital when compared
             to alternative methods.

 ·           If, however, the Liquidation is not approved, the Board believes that
             participation in the Tender Offer represents the best alternative for
             returning capital to Shareholders.

 ·           The Tender Offer will only proceed if it is approved by Shareholders and the
             Liquidation is not approved at the General Meeting.

 ·           In respect of the Tender Offer (which will only complete if the Liquidation is
             not approved and the Tender Offer is approved at the General Meeting):

             o                                         The Suspension will be lifted and trading on the Main Market will recommence
                                                       with effect from 7.30 a.m. on 25 February 2025.

             o                                         The Tender Offer is being made for up to 87,372,581 Shares, representing
                                                       approximately 87.36 per cent. of the existing Shares in issue, to be acquired
                                                       at a fixed price equal to 48.07p per Share (the "Tender Price"), amounting to
                                                       approximately £42 million in total, ensuring the Company has sufficient
                                                       working capital post completion of the Tender Offer.

             o                                         Eligible Shareholders will be able to tender up to approximately 87.36 per
                                                       cent. of the Shares registered in their name on the Register of Members as at
                                                       the Record Date for the Tender Offer (the "Basic Entitlement"), rounded down
                                                       to the nearest whole number of Shares.

             o                                         Shareholders will also have the option to tender additional Shares to the
                                                       extent that other Shareholders tender less than their Basic Entitlement. Any
                                                       such excess tenders will be satisfied pro rata in proportion to the amount
                                                       tendered in excess of the Basic Entitlement (rounded down to the nearest whole
                                                       number of Shares).

             o                                         The Tender Offer will be conducted by J.P. Morgan Cazenove, as Tender Manager,
                                                       on 25 February 2025, with settlement expected by 4 March 2025.

 ·           Shareholders should note that, following completion of the Tender Offer (if
             the Liquidation is not approved and the Tender Offer is approved at the
             General Meeting), depending on the participation of Shareholders:

             o                                         The composition of the Register of Members may change significantly and may be
                                                       such that the Company is no longer able to comply with certain ongoing
                                                       obligations in the Listing Rules, resulting in the Shares being suspended
                                                       and/or cancelled from the Official List and from trading on the Main Market;
                                                       and/or

             o                                         A Shareholder may end up with a significant controlling interest of 30 per
                                                       cent. or more of the total voting rights of the Company; and/or

             o                                         Any Shareholder which holds Shares carrying 30 per cent. or more of the voting
                                                       rights of the Company would need to consider any applicable obligations under
                                                       the Code.

 ·           As an illustrative example, a Shareholder holding 10,000 Shares as at the
             Record Date should expect to receive a distribution equal to c.£4,299
             pursuant to the Initial Distribution under the Liquidation, whereas that
             Shareholder should expect to receive an amount equal to c.£4,199 if they
             tender their full Basic Entitlement in the Tender Offer.

 ·           If the Liquidation Resolutions are passed, the admission of the Shares to the
             Official List and to trading on the Main Market will be cancelled on 25
             February 2025. Therefore, Shareholders will only be able to acquire or dispose
             of Shares on-market until 6.00 p.m. on 21 February 2025.

 ·           In the event that the Liquidation is not approved, whether or not the Tender
             Offer proceeds, there is no certainty regarding the future of the Company,
             including the prospect of remaining eligible under the Listing Rules and/or
             returning further capital to Shareholders.

 

YOUR VOTE, THEREFORE, IS EXTREMELY IMPORTANT AND EVERY VOTE MATTERS

Rosemary Boot, Chair of the Company commented:

"The Board is pleased with the timely progress made by the Company in
realising the investments in the portfolio at good prices as part of the
Managed Wind-Down approved by 99% of Shareholders last March. Now all that
remains is the mechanism to return the balance of the cash available back to
you, our Shareholders. It is very important that all Shareholders make time to
vote on this matter to ensure that we are able to do so in a timely and tax
efficient manner. We are recommending that Shareholders vote in favour of all
the resolutions being proposed. In addition, in order to participate in the
Tender Offer (which we are proposing as an alternative mechanism in case the
Liquidation is not approved), Shareholders will also need to have submitted
their Tender Forms (which will be conditional on the Tender Offer proceeding)
in good time."

 

Actions to be taken

 ·           The Liquidation is conditional on the approval of the Liquidation Resolutions.

             o                                         Resolution 1 is a special resolution which requires a majority of at least 75
                                                       per cent. of members entitled to vote and present in person or by proxy to
                                                       vote in favour in order for it to be passed.

             o                                         Resolution 2 is an ordinary resolution which requires a majority of at least
                                                       50 per cent. of members entitled to vote and present in person or by proxy to
                                                       vote in favour in order for it to be passed.

             o                                         Resolutions 1 and 2 are inter-conditional.

 ·           The Tender Offer is conditional, inter alia, on approval of the Tender Offer
             Resolution.

             o                                         Resolution 3 is an ordinary resolution which requires a majority of at least
                                                       50 per cent. of members entitled to vote and present in person or by proxy to
                                                       vote in favour in order for it to be passed.

             o                                         Resolution 3 is conditional on the Liquidation Resolutions not being passed.

 ·           In order to vote at the General Meeting, Shareholders are asked to complete
             and return their Form of Proxy, or submit their proxy electronically, as soon
             as possible, and in any event no later than 9.00 a.m. on 20 February 2025.

 ·           In order to participate in the Tender Offer, if it proceeds, Eligible
             Shareholders are required to submit their validly completed Tender Forms, or,
             if their Shares are held electronically, complete the necessary TTE
             instructions within CREST, as soon as possible and, in any event, by no later
             than 1.00 p.m. on 21 February 2025.

 

Investor platforms have instructions on how to submit votes and documents such
as tender forms, and relevant Shareholders should note those instructions and,
in particular, also note that the deadlines for such instructions are likely
to be earlier than the times and dates for receipt set out above (and in the
timetable below)

Further information on the General Meeting and the Proposals can be found on
the Company's website at
https://www.tpenergytransition.com/investor-communication/151/
(https://www.tpenergytransition.com/investor-communication/151/) . If you are
in any doubt as to how to register your vote for the General Meeting or how to
tender your shares, contact details for where you can seek assistance are set
out on this website.

 

Expected timetable of events

 Publication and posting of the Circular, the Notice of the General Meeting and  23 January 2025
 the Form of Proxy
 Latest time and date for receipt of Forms of Proxy for the General Meeting      9.00 a.m. on 20 February 2025
 Latest time and date for receipt of Tender Forms and TTE Instructions           1.00 p.m. on 21 February 2025
 Record date for entitlement to vote at the General Meeting                      6.00 p.m. on 21 February 2025

 Record date for participation in the Liquidation or the Tender Offer            6.00 p.m. on 21 February 2025

 Suspension of Shares from listing on the Official List and to trading on the    7.30 a.m. 24 February 2025
 Main Market

 General Meeting                                                                 9.00 a.m. on 24 February 2025
 Results of General Meeting announced                                            24 February 2025
 If the Liquidation Resolutions are passed:
 Appointment of Liquidators                                                      24 February 2025
 Cancellation of the listing of the Shares on the Official List and of the       8.00 a.m. 25 February 2025
 trading of the Shares on the Main Market
 If the Liquidation Resolutions are not passed and the Tender Offer Resolution
 is passed:
 Results of Tender Offer announced                                               24 February 2025
 Lifting of the suspension of Shares from listing on the Official List and to    7.30 a.m. on 25 February 2025
 trading on the Main Market and commencement of the Tender Offer

 Purchase date of the Shares subject to the Tender Offer                         25 February 2025
 Settlement through CREST of, and despatch of cheques for, the Tender Offer      by 4 March 2025
 consideration, as appropriate
 Despatch of balance share certificates and crediting of CREST accounts with     by 10 March 2025
 Shares not purchased

 

For further information, please contact:

 Triple Point Investment Management LLP   +44 (0) 20 7201 8989

 Jonathan Hick

 Chloe Smith

 J.P. Morgan Cazenove (Corporate Broker)  +44 (0) 20 3493 8000

 William Simmonds

 Jérémie Birnbaum

 Akur Limited (Financial Adviser)         +44 (0) 20 7493 3631

 Tom Frost

 Siobhan Sergeant

LEI: 213800UDP142E67X9X28

Further information on the Company can be found on its
website: http://www.tpenergytransition.com/
(https://eur03.safelinks.protection.outlook.com/?url=http%3A%2F%2Fwww.tpenergytransition.com%2F&data=05%7C01%7CRebecca.Lillington%40triplepoint.co.uk%7C5d7dc58447154d71da6108da8a648af1%7Ccde8812e0dbd4dc3b4463655beb81efb%7C0%7C0%7C637974461674664827%7CUnknown%7CTWFpbGZsb3d8eyJWIjoiMC4wLjAwMDAiLCJQIjoiV2luMzIiLCJBTiI6Ik1haWwiLCJXVCI6Mn0%3D%7C3000%7C%7C%7C&sdata=Qxux6XDdRNrDI2LBUqkiVrj0UyfH30KOouLRCg%2FPxmY%3D&reserved=0)

NOTES:

The Company is an investment trust which was established to invest in assets
that support the transition to a lower carbon, more efficient energy system
and help the UK achieve Net Zero.

 

The Investment Manager is Triple Point Investment Management LLP ("Triple
Point") which is authorised and regulated by the Financial Conduct Authority.
Triple Point manages private, institutional, and public capital, and has a
proven track record of investment in energy transition and decentralised
energy projects.

 

On 22 March 2024, shareholders approved the Company's proposed orderly
realisation of assets which was completed with the sale of the final assets
announced on 22 January 2025.

 

APPENDIX

1.         Introduction and Background to the Proposals

At a general meeting of the Company on 22 March 2024, the Board received a
clear mandate from approximately 99 per cent. of the Shareholders present and
voting who approved, among other things, proposals to commence a managed
wind-down of the Company and an orderly realisation of its assets (the
"Managed Wind-Down"). Since then, the Company has completed a series of
transactions in connection with the Managed Wind-Down, including:

·     the repayment of the Innova Debt Facility on 27 March 2024;

·     the LED Facility Sale on 28 March 2024, resulting in a return of
£2.1 million to the Company, representing the outstanding loan balance;

·     the Field Sale on 19 April 2024 at the carrying value, resulting in
the immediate repayment in full and cancellation of the Group's Revolving
Credit Facility (without cost) in addition to a return of £11.6 million to
the Company;

·     the disposal of the CHP Portfolio announced on 24 June 2024,
through a refinancing by P3P Partners LLP amounting to, in aggregate, £17.5
million. This disposal comprised an immediate payment of £14.5 million,
together with three subsequent payments of £1 million, the first of which has
been received and the remaining two are due to be received on 30 June 2025 and
30 September 2026 ("CHP Deferred Payments"); and

·     the sale of TENT Holdings, which held the Group's Hydro Portfolio,
together with the remaining LED receivables finance agreements, for total
consideration of £44.1 million as announced on 22 January 2025 (the "HoldCo
Sale"), of which £43.1 million was paid on completion and £1 million is due
to be paid by the end of May 2025 (the "HoldCo Deferred Consideration"),

(together, the "Disposals").

Following the Disposals, the realisation of the Company's assets in connection
with the Managed Wind-Down is effectively complete. Therefore the Board is now
recommending that the Company enters into a members' voluntary liquidation in
order to facilitate an efficient and timely return of capital to Shareholders
(the "Liquidation"). The Liquidation requires Shareholder approval pursuant to
the Liquidation Resolutions. If the Liquidation Resolutions are approved by
Shareholders at the General Meeting, the Liquidation will proceed and the
admission of the Shares to the Official List and to trading on the Main Market
will be cancelled (the "De-Listing").

The Board, having considered the various options available to it believe that
the Liquidation is in the best interests of Shareholders as a whole as it
represents the most cost and tax-efficient and timely method of returning the
remaining capital to Shareholders. The Board believe that the Liquidation
provides Shareholders with greater certainty as to the amount and timing of
any return of capital when compared to alternative methods.

In support of this view, the Liquidators have provided confirmation to the
Board that they will use their best endeavours to return all the cash
available on the Company's balance sheet less an amount reflecting, among
other things, the costs of the Liquidation, known liabilities unpaid at the
date of Liquidation and amounts to cover any potential creditor claims to
Shareholders as soon as possible following their appointment and, in any
event, within 10 Business Days following the passing of the Liquidation
Resolutions.

The Liquidators have confirmed that they expect to make the following
distributions:

·     an initial cash distribution to Shareholders as soon as possible
following the appointment of the Liquidators and, in any event, within 10
Business Days following the passing of the Liquidation Resolutions of £43
million or 42.99 pence per Share (being all the cash available on the
Company's balance sheet (approximately £47.6 million as at 22 January 2025)
less an amount (estimated at approximately £4.6 million reflecting, among
other things, the costs of the Liquidation, known liabilities unpaid at the
date of Liquidation and amounts to cover any potential creditor claims)) (the
"Initial Distribution");

·     a subsequent distribution in Q3 2025, which will primarily
represent the cash remaining on the balance sheet after all expenses and any
other contingencies have been paid and including the next £1 million
instalment of the CHP Deferred Payments and the HoldCo Deferred Consideration
(the "Subsequent Distribution"); and

·     a final distribution to Shareholders of any residual cash and the
final £1 million instalment of the CHP Deferred Payments (the "Final
Distribution" and together with the Initial Distribution and the Subsequent
Distribution, the "Distributions"). The Final Distribution, if any, will be at
a time to be determined solely by the Liquidators but is envisaged to be made
in Q4 2026.

Shareholders would therefore receive a significant return of capital via the
Initial Distribution (expected to be 42.99 pence per Share) within 10 Business
Days following the appointment of the Liquidators at the General Meeting. The
Distributions are expected to be treated as distributions of capital for tax
purposes. The Liquidation is expected to be complete in Q4 2026.

All Shareholders on the Register of Members as at 6.00 p.m. on 21 February
2025, will be entitled to any distributions made during the course of the
Liquidation.

Resolution 1 relating to the Liquidation is a special resolution and requires
the approval of at least 75 per cent. of Shareholders entitled to vote and
present in person or by proxy to vote in favour in order for it to be passed.
Therefore, any Shareholder or group of Shareholders with a large interest in
the Shares could have a disproportionate impact on the outcome of the vote if
other Shareholders do not vote, and so it is critical that all Shareholders
exercise their right to vote at the General Meeting.

The Board has noted the change in the composition of the Company's share
register following the Managed Wind-Down vote in March 2024, including the
fact a new Shareholder has acquired a material interest in the Company and the
Board believes there is a possibility that Resolution 1 relating to the
Liquidation might not be passed by the requisite majority of Shareholders at
the General Meeting.

Therefore, in line with the Managed Wind-Down and with the aim of returning
capital to Shareholders as promptly as practicable, the Board is also
proposing the Tender Offer Resolution at the General Meeting, in order to
provide an alternative method for returning capital to Shareholders should the
Liquidation Resolutions not pass. The Tender Offer is conditional on the
Tender Offer Resolution being passed and on the Liquidation Resolutions not
being passed, and therefore the Tender Offer will only proceed if Shareholders
do not approve the Liquidation.

As an illustrative example, a Shareholder holding 10,000 Shares as at the
Record Date should expect to receive a distribution equal to approximately
£4,299 pursuant to the Initial Distribution under the Liquidation, whereas
that Shareholder should expect to receive an amount equal to approximately
£4,199 if they tender their full Basic Entitlement in the Tender Offer.

I am writing to explain why the Board considers the Liquidation to be in the
best interests of Shareholders and, to the extent the Liquidation Resolutions
are not passed at the General Meeting, why the Board considers the Tender
Offer to be the best alternative to the Liquidation. The Board unanimously
recommends that you vote in favour of each of the Resolutions to be proposed
at the General Meeting to be held at 9.00 a.m. on 24 February 2025, notice of
which is set out at the end of the Circular.

The Board encourages all Shareholders to exercise their right to vote at the
General Meeting and to vote in favour of each of the Resolutions and also to
consider participating in the proposed Tender Offer in case the Liquidation
Resolutions are not passed.

2.         Members' Voluntary Liquidation and De-Listing

The Board is recommending that the Company be placed into members' voluntary
liquidation and all of directors will shortly swear a declaration stating they
have made appropriate enquiries into the Company's affairs and financial
position and they have formed the opinion that the Company will be able to pay
its debts in full, together with interest, within 12 months of the
commencement of the Liquidation.

Subject to the Liquidation Resolutions being passed, it is proposed that Henry
Anthony Shinners and Adam Henry Stephens, licensed insolvency practitioners of
Evelyn Partners LLP of 45 Gresham Street, London, United Kingdom EC2V 7BG (the
"Liquidators") be appointed and that their remuneration shall be approved by
Shareholders. The winding-up of the Company will be a solvent winding up in
which it is intended that all creditors will be paid in full. The appointment
of the Liquidators will become effective subject to, and immediately upon, the
passing of the Liquidation Resolutions at the General Meeting, at which point
the powers of the Directors will cease.

In connection with the Liquidation, the Shares will be suspended from listing
on the Official List and from trading on the Main Market with effect from 7.30
a.m. on 24 February 2025, being the date of the General Meeting. If the
Liquidation Resolutions are passed, the listing of the Shares on the Official
List and to trading on the Main Market will be cancelled on 25 February 2025.
Therefore Shareholders will only be able to acquire or dispose of Shares
on-market until 6.00 p.m. on 21 February 2025. However, if the Liquidation
Resolutions are not passed, the suspension of the Shares will be lifted at
7.30 a.m. on 25 February 2025 and the Shares are expected to continue to be
admitted on the Official List and to continue to trade on the Main Market (as
long as the Company continues to comply with its continuing obligations under
the UK Listing Rules following completion of the Tender Offer).

If the Liquidation Resolutions are passed by Shareholders the Liquidators will
assume responsibility for the winding up of the Company, and shall, among
other things: (i) pay any fees, costs and expenses of the Company; (ii)
discharge the liabilities of the Company; and (iii) distribute the Company's
surplus assets to Shareholders.

The Board believes the Liquidation is the most cost effective mechanism for
Shareholders to receive the remaining amounts owed to them in connection with
the Managed Wind-Down. The Board also believes that the Liquidation provides
Shareholders with a greater degree of certainty as to the amount and timing of
any return of capital when compared to alternative methods. The Liquidators
will distribute the Company's surplus assets to Shareholders, though
Shareholders should note that, following the Shares being suspended from
listing on the Official List and from trading on the Main Market there will be
no public market for the Shares. Shareholders should consult their own
professional advisers and seek their own advice in connection with the
potential consequences of the De-Listing.

3.         The Tender Offer

A resolution approving the proposed Tender Offer will be proposed at the
General Meeting. The Tender Offer Resolution is conditional on the Liquidation
Resolutions not being passed.

FOR THE AVOIDANCE OF DOUBT, THE TENDER OFFER IS AN ALTERNATIVE TO THE
LIQUIDATION AND WILL ONLY BE UNDERTAKEN IF THE LIQUIDATION RESOLUTIONS ARE NOT
PASSED AT THE GENERAL MEETING AND THE TENDER OFFER RESOLUTION IS PASSED AT THE
GENERAL MEETING.

The maximum amount to be repurchased under the Tender Offer is approximately
£42 million, reflecting the Company's current cash position, ongoing working
capital requirements and an amount for contingences in connection with any
future proposed liquidation of the Company following the completion of the
Tender Offer. Accordingly, the Tender Offer is being made for up to 87,372,581
of the Shares, representing approximately 87.36 per cent. of the existing
Shares in issue, to be acquired at a fixed price equal to 48.07 pence per
Share (the "Tender Price"). The Tender Price represents the estimated Net
Asset Value per Share of 49.30 pence as at the Latest Practicable Date,
adjusted such that the costs incurred by the Company in connection with the
Tender Offer are allocated to Shareholders participating in the Tender Offer
(assuming full take up of the Tender Offer).

The Tender Price represents a premium of approximately 6.47 per cent. to the
closing market price per Share of 45.15 pence on 22 January 2025 (being the
latest practicable date prior to publication of the Circular).

Under the terms of the Tender Offer, Eligible Shareholders will be able to
tender up to approximately 87.36 per cent. of the Shares registered in their
name on the Register of Members as at the Record Date for the Tender Offer
(the "Basic Entitlement"), rounded down to the nearest whole number of Shares.
Shareholders will also have the option to tender additional Shares to the
extent that other Shareholders tender less than their Basic Entitlement. Any
such excess tenders will be satisfied pro rata in proportion to the amount
tendered in excess of the Basic Entitlement (rounded down to the nearest whole
number of Shares). To the extent there are sufficient Available Shares,
certain Shareholders may be able to tender up to 100 per cent. of their
holding of Shares pursuant to the excess tender process.

The Tender Offer is available to Eligible Shareholders on the Register of
Members as at the Record Date for the Tender Offer, which is close of business
on 21 February 2025.

The maximum number of Shares to be acquired under the Tender Offer is
87,372,581 Shares, representing approximately 87.36 per cent. of the Shares in
issue as at 22 January 2025 (being the latest practicable date prior to
publication of the Circular), and equal in value to approximately £42 million
at the Tender Price (the "Available Shares"). The costs relating to the Tender
Offer are expected to be approximately £1.1 million including VAT, and the
Tender Price represents the estimated unaudited Net Asset Value per Share of
49.30 pence as at the Latest Practicable Date, adjusted such that these costs
are allocated to Shareholders participating in the Tender Offer.

Successful tenders will be determined as follows:

·           All Eligible Shareholders tendering up to their Basic
Entitlement at the Tender Price will have their tender satisfied in full.

·           Eligible Shareholders tendering shares in excess of
their Basic Entitlement (an "Excess Application") at the Tender Price will
have their Excess Applications fulfilled if there are remaining Available
Shares for such purpose. Such Available Shares shall be apportioned to
Eligible Shareholders pro rata to their Excess Applications should other
Eligible Shareholders not tender the full amount of their Basic Entitlement at
the Tender Price and as a result of certain Overseas Shareholders not being
permitted to participate in the Tender Offer.

The Record Date for participation in the Tender Offer is close of business on
21 February 2025. The Tender Offer is conditional on the Liquidation
Resolutions not being passed at the General Meeting and on the Tender Offer
Resolution being passed at the General Meeting, in each case as set out in the
notice of the General Meeting at the end of the Circular. The Tender Offer is
also subject to certain conditions set out in paragraph 2 of Part IV of the
Circular. In addition, the Tender Offer may be suspended or terminated in
certain circumstances, as set out in paragraphs 2 and 8 of Part IV of the
Circular.

Shares which are tendered for acceptance under the Tender Offer may not be
withdrawn or sold, transferred, charged or otherwise disposed of.

Subject to the Tender Offer becoming unconditional, payment of the relevant
Tender Price due to Eligible Shareholders whose tenders under the Tender Offer
have been accepted will be made by 4 March 2025 or as soon as practicable
thereafter.

Shareholders' attention is drawn to the letter from the Tender Manager in Part
II of the Circular and to the details set out in Part IV of the Circular
which, together with the Tender Form, constitute the terms and conditions of
the Tender Offer. Details of how to tender Shares can be found in paragraph 3
of Part IV of the Circular.

Eligible Shareholders on the Register of Members on the Record Date are being
invited to tender for sale up to approximately 87.36 per cent. of their Shares
to the Tender Manager who will, as riskless principals, purchase at the Tender
Price the Shares validly tendered (subject to the overall limit of the Tender
Offer). The Tender Offer is to be effected by the Tender Manager (acting as
principal and not as agent, nominee or trustee) purchasing Shares from
Shareholders. In making the Tender Offer, the Tender Manager will purchase the
Shares which have been validly tendered as principal by means of an on-market
purchase from tendering Shareholders and will sell the tendered Shares
acquired by it on to the Company pursuant to the terms of the Repurchase
Agreement. All Shares acquired by the Company from the Tender Manager under
the Repurchase Agreement will be cancelled. All transactions will be carried
out on the London Stock Exchange.

The repurchase of Shares by the Company pursuant to the terms of the
Repurchase Agreement, as well as the costs relating to the Tender Offer, will
be funded by the cash currently on the Company's balance sheet. All Shares
ultimately acquired by the Company in connection with the Tender Offer will be
cancelled.

4.         Summary of the Resolutions to be proposed at the General Meeting

Liquidation Resolutions (Resolutions 1 and 2)

For the reasons set out above, the Board is recommending that the Company be
placed into Liquidation. This requires the approval of Shareholders pursuant
to the Liquidation Resolutions at the General Meeting.

Resolution 1 relates to the approval by Shareholders for the Company to be
wound-up voluntarily. Resolution 1 is being proposed as a special resolution
and is conditional on Resolution 2 being passed.

Resolution 2 approves the following for the purposes of the Liquidation:

·     the appointment of the Liquidators;

·     the authorisation of the Liquidators to undertake any acts during
the administration of the Liquidation and that any such acts may be undertaken
by the Liquidators jointly or by either one of them;

·     the Liquidators' remuneration, which is estimated to be
approximately £0.2 million;

·     Evelyn Partners LLP's pre-appointment fee of approximately £0.2
million;

·     the payment of the Liquidators' category 2 expenses, which are
costs that can be allocated to the Liquidation on a proper and reasonable
basis, such as internal room hire, document storage or business mileage; and

·     Authorisation of the Company to hold its statutory books and
records to the order of the Liquidators and to not destroy them.

Resolution 2 is being proposed as an ordinary resolution and is conditional on
Resolution 1 being passed.

Tender Offer Resolution (Resolution 3)

Resolution 3 is being proposed as an ordinary resolution, and is conditional
on Resolution 1 and/or Resolution 2 not being passed at the General Meeting.
Resolution 3 relates to the approval of the Tender Offer.

5.         Benefits of the Proposals and consequences of the Proposals not being approved by Shareholders

Following the completion of the Disposals, it is the assessment of the Board
that the Liquidation and De-Listing represent the most efficient and cost and
tax-effective method to complete the Managed Wind-Down approved by
Shareholders in March 2024 and return capital to Shareholders and provides the
Board with a better degree of certainty as to the amount and timing of any
return of capital when compared to alternative methods. Therefore, the Board
recommends Shareholders vote in favour of the Liquidation Resolutions. In the
event that the Liquidation Resolutions are not passed, the Board considers
Shareholder participation in the Tender Offer to be the most viable
alternative of returning capital to Shareholders in terms of efficiency and
cost and tax-effectiveness and facilitating the completion of the Managed
Wind-Down. Therefore, the Board recommends that Shareholders vote in favour of
Resolution 3 and consider participating in the Tender Offer.

In the event that none of the Resolutions are passed at the General Meeting,
the Company would need to find an alternative solution to return value to
Shareholders, which may include declaring a special dividend which may not be
as tax-efficient for Shareholders. In addition, if none of the Resolutions are
passed, the Company would be required to incur further costs and expenses,
which may have a negative impact on the Company's cash position and could
reduce the value available to be returned to Shareholders.

If the Tender Offer is undertaken and, depending on the extent to which Shares
are validly tendered and accepted in the Tender Offer, the composition of the
Company's share register following completion of the Tender Offer may be such
that the Company is no longer able to comply with certain ongoing obligations
in the UK Listing Rules. This may result in the Shares being suspended and/or
cancelled from the Official List and from trading on the Main Market of the
London Stock Exchange.

6.         Costs and expenses of the Proposals

If the Liquidation Resolutions are passed, the Liquidators will be entitled to
receive remuneration for their services by reference to the time properly
given by them and their staff, as well as raise and draw invoices in respect
of disbursements, including on the terms set out in the Liquidation
Resolutions.

The costs of the Liquidation and De-Listing are estimated to be approximately
£0.3 million (inclusive of VAT to the extent applicable), which includes the
fees of the Liquidators and those of the Company's advisers. This represents
approximately 0.6 per cent. of the Company's estimated unaudited NAV as at the
latest practicable date. These costs will be discharged by the Company, to the
extent not already paid, in due course following the General Meeting.

The costs of the Tender Offer are estimated to be approximately £1.1 million
(inclusive of VAT to the extent applicable), which includes the fees of the
Company's advisers. This represents approximately 2.2 per cent. of the
Company's estimated unaudited NAV as at the latest practicable date. These
costs will be discharged by the Company, to the extent not already paid, in
due course following the General Meeting.

In addition, if the Liquidation Resolutions are not passed and the Tender
Offer Resolution is passed, the Company will be required to retain an amount
on its balance sheet to cover the Company's ongoing working capital
requirements and an amount for contingences following the completion of the
Tender Offer.

7.         Overseas Shareholders

The Tender Offer will not be available to certain Overseas Shareholders. The
attention of Overseas Shareholders is drawn to paragraph 9 of Part IV of the
Circular.

8.         Taxation of the Tender Offer

Eligible Shareholders who sell Shares in the Tender Offer may, depending on
their individual circumstances, incur a liability to taxation. The attention
of Eligible Shareholders is drawn to Part V of the Circular which sets out a
general guide to certain aspects of current law and tax authority practice in
respect of UK taxation. Eligible Shareholders who are in any doubt as to their
tax position or who are subject to tax in a jurisdiction other than the United
Kingdom, including US Shareholders, should consult an appropriate professional
adviser.

9.         Notification of Interests

Under the DTRs, certain substantial Shareholders are required to notify the
Company and the FCA of the percentage of voting rights they hold as
Shareholders or through their direct or indirect holding of financial
instruments within the limits referred to in the DTR. Following the completion
of the Tender Offer, the percentage of voting rights held by a Shareholder may
change, which may give rise to an obligation on the Shareholder to notify the
Company and the FCA within two trading days of becoming aware (or being deemed
to have become aware) of such change. If you are in any doubt as to whether
you should notify the Company and the FCA or as to the form of that
notification please consult your solicitor or other professional adviser.

10.       Code implications of the Tender Offer

See paragraph 6 of Part VII of the Circular.

11.       General Meeting

The Liquidation is conditional on the approval by Shareholders of the
Liquidation Resolutions to be proposed at the General Meeting which has been
convened for 9.00 on 24 February 2025. The Tender Offer is conditional on the
Liquidation Resolutions not being approved by Shareholders at the General
Meeting and on the Tender Offer Resolution being passed at the General
Meeting.

Resolution 1 will be proposed as a special resolution. A special resolution
requires a majority of at least 75 per cent. of members entitled to vote and
present in person or by proxy to vote in favour in order for it to be passed.

Resolutions 2 and 3 will be proposed as ordinary resolutions. An ordinary
resolution requires a majority of members entitled to vote and present in
person or by proxy to vote in favour in order for it to be passed.

In accordance with the Articles, all Shareholders present in person or by
proxy will upon a show of hands have one vote and upon a poll shall have one
vote in respect of each Share held. In order to ensure that a quorum is
present at the General Meeting, it is necessary for two Shareholders entitled
to vote to be present, whether in person or by proxy (or, if a corporation, by
a representative).

The formal notice convening the General Meeting is set out at the end of the
Circular.

12.       Action to be taken in respect of the General Meeting

Shareholders will find enclosed with the Circular a personalised Form of
Proxy for use at the General Meeting.

Shareholders are asked to complete and return the Form of Proxy, in accordance
with the instructions printed thereon, to the Company's Registrar,
Computershare Investor Services at The Pavilions, Bridgwater Road, Bristol,
BS99 6AH, United Kingdom so as to be received as soon as possible, and in any
event no later than 9.00 a.m. on 20 February 2025.

Recipients of the Circular who are the beneficial owners of Shares held
through a nominee should follow the instructions provided by their nominee or
their professional adviser if no instructions have been provided.

As an alternative to completing and returning the accompanying Form of Proxy,
you may submit your proxy electronically by accessing the Company Registrar's
online voting portal www.investorcentre.co.uk/eproxy. For security purposes,
you will be asked to enter the control number, your shareholder reference
number (SRN) and personal identification number (PIN) to validate the
submission of your proxy online. The control number and members' individual
SRN and PIN numbers are shown on the accompanying Form of Proxy. If you are a
member of CREST you may be able to use the CREST electronic proxy appointment
service. Proxies sent electronically must be sent as soon as possible and, in
any event, so as to be received no later than 9.00 a.m. on 20 February 2025.

INVESTOR PLATFORMS HAVE INSTRUCTIONS ON HOW VOTES SHOULD BE SUBMITTED AND THE
DEADLINE FOR RECEIPT, PLEASE NOTE THOSE INSTRUCTIONS AND ALSO NOTE THAT THE
DEADLINE IS LIKELY TO BE EARLIER THAN THE TIME AND DATE FOR RECEIPT OF FORMS
OF PROXY SET OUT ABOVE.

Investors who hold their Shares through an investment platform provider or
nominee are encouraged to contact their investment platform provider or
nominee as soon as possible to arrange for votes to be lodged on their behalf.
The Association of Investment Companies' guidance on how to vote through
investment platforms can be found on its website
(https://www.theaic.co.uk/how-to-vote-your-shares).

13.       Action to be taken in respect of the Tender Offer

Only those Eligible Shareholders who wish to tender Shares and who hold their
Shares in certificated form should complete and return a Tender Form. Those
Eligible Shareholders who hold their Shares in uncertificated form do not need
to complete or return a Tender Form.

Eligible Shareholders who wish to participate in the Tender Offer and hold
their Shares in certificated form should complete the Tender Form in
accordance with the instructions set out therein and return the completed
Tender Form by post or (during normal business hours only) by hand to the
Receiving Agent at Computershare Investor Services, The Pavilions, Bridgwater
Road, Bristol BS99 6AH, to arrive as soon as possible and, in any event, by no
later than 1.00 p.m. on 21 February 2025.

Eligible Shareholders who wish to participate in the Tender Offer and hold
their Shares in certificated form should also return their Share
certificate(s) and/or other document(s) of title in respect of the Shares
tendered with their Tender Form.

Eligible Shareholders who wish to tender Shares and hold their Shares in
uncertificated form (that is, in CREST) should arrange for the relevant Shares
to be transferred to escrow by means of a TTE Instruction as described in
paragraph 3.2 of IV (#_bookmark4) of the Circular.

INVESTOR PLATFORMS HAVE INSTRUCTIONS ON HOW DOCUMENTS SUCH AS TENDER FORMS
SHOULD BE SUBMITTED AND THE DEADLINE FOR RECEIPT, PLEASE NOTE THOSE
INSTRUCTIONS AND ALSO NOTE THAT THE DEADLINE IS LIKELY TO BE EARLIER THAN THE
TIME AND DATE FOR RECEIPT OF TENDER FORMS SET OUT HEREIN.

14.       Recommendation

The Liquidation and the De-Listing are, in the Board's opinion, in the best
interest of the Shareholders as a whole and therefore the Board unanimously
recommends the Shareholders vote in favour of the Liquidation Resolutions to
be proposed at the General Meeting.

However, if the Liquidation Resolutions are not passed by the requisite
majorities of Shareholders at the General Meeting, the Tender Offer, in the
Board's opinion, represents the most viable alternative to the Liquidation for
returning capital to Shareholders. Therefore, the Board also unanimously
recommends that Shareholders also vote in favour of the Tender Offer
Resolution to be proposed at the General Meeting.

Participation in the Tender Offer is an alternative means to return capital to
Eligible Shareholders in the event that the Liquidation Resolutions are not
passed. The Directors are making no recommendation to Eligible Shareholders as
to whether they should tender Shares in the Tender Offer. Whether Eligible
Shareholders decide to tender Shares will depend, among other things, on their
view of the Company's prospects (which will be materially impacted if the
Liquidation Resolutions are not passed) and their own individual
circumstances, including their tax position. Eligible Shareholders who are in
any doubt as to the action they should take should consult an appropriate
independent professional adviser.

Each of the Directors will tender their respective Shares in the Tender Offer.

YOUR VOTE IS EXTREMELY IMPORTANT AND EVERY VOTE WILL MATTER.

YOU ARE ENCOURAGED TO VOTE ON ALL OF THE RESOLUTIONS.

You are requested to complete and return the enclosed Form of Proxy without
delay, whether or not you intend to attend the General Meeting.

The Directors intend to vote in favour, or, to the extent they are able to do
so, procure the vote in favour, of all of the Resolutions at the General
Meeting in respect of their own beneficial holdings of Shares which, in
aggregate, amount to 90,000 Shares representing approximately 0.09 per cent.
of the Company's issued share capital (excluding Shares held in treasury) as
at the date of the Circular.

 

 

 

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