REG - Triple Point Energy - Migration to Trading on the Premium Segment

Triple Point Energy TransitionAnnouncement

24/10/2022 15:00

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RNS Number : 9154D  Triple Point Energy Transition PLC  24 October 2022

NEITHER THIS ANNOUNCEMENT NOR ANYTHING HEREIN FORMS THE BASIS FOR ANY OFFER TO
PURCHASE OR SUBSCRIBE FOR ANY SHARES OR OTHER SECURITIES IN TRIPLE POINT
ENERGY TRANSITION PLC NOR SHALL IT FORM THE BASIS FOR ANY CONTRACT OR
COMMITMENT WHATSOEVER.

 24 October 2022

Triple Point Energy Transition plc

("TENT" or the "Company")

Migration to Trading on the Premium Segment of the Main Market of the London
Stock Exchange and Admission to the Premium Listing Segment of the Official
List of the FCA

The Board of Triple Point Energy Transition plc is pleased to announce that it
has received confirmation from the Financial Conduct Authority (the "FCA")
that the Company is eligible for the admission of its ordinary shares (the
"Ordinary Shares") to the premium listing segment of the Official List of the
FCA.

Accordingly, the Company has made applications to the FCA and London Stock
Exchange plc (the "London Stock Exchange"), respectively, for admission of the
Ordinary Shares to the premium listing segment of the Official List of the FCA
and for a transfer of the Ordinary Shares from trading on the Specialist Fund
Segment to the Premium Segment of the Main Market of the London Stock Exchange
(the "Migration").

The Premium Segment of the Main Market is an established market which is
accessible to a wide range of investors. Accordingly, the Migration is
anticipated to result in an increase of the Company's profile as an investment
company, together with an increase in liquidity and diversification of its
share register with access to blue chip UK and international investors as well
as a potential FTSE index inclusion.

Since its IPO, the Company has voluntarily complied with the Listing Rules.
However, as a Company whose shares are admitted to the premium listing segment
of the Official List, the Company will now be required formally to comply with
the Listing Rules, in particular Chapter 15 of the Listing Rules for
closed-ended investment funds.

Admission is expected to occur with effect from 8.00 a.m. on 28 October 2022
("Admission").

The Company's existing ticker, ISIN, LEI and SEDOL will remain unchanged.

Working capital

In accordance with LR6.7.1R, the Company is of the opinion that the working
capital available to the Group is sufficient for its present requirements,
that is for at least the next 12 months from the date of this announcement.

Investment Policy

As a result of the eligibility review, the Company has agreed with the FCA to
make certain non-material amendments to its Investment Policy. Specifically,
the Company has agreed to clarify the investment restrictions with regards to
debt investments/commitments.

The amended Investment Policy, which has been approved by the Board, is set
out in the Appendix to this announcement.

 

 FOR FURTHER INFORMATION:                                      +44 (0) 20 7201 8989

 Triple Point Investment Management LLP

 Jonathan Hick / Ben Beaton

 J.P. Morgan Cazenove                                          +44 (0) 20 7742 4000

 William Simmonds / Jérémie Birnbaum (Corporate Finance)

 James Bouverat / Liam MacDonald-Raggett (Sales)
 Akur Capital                                                  +44 (0) 20 7493 3631

 Tom Frost / Anthony Richardson / Siobhan Sergeant

LEI: 213800UDP142E67X9X28

 

NOTES TO EDITORS:

The Company is an investment trust which aims to have a positive environmental
impact by investing in assets that support the transition to a lower carbon,
more efficient energy system and help the UK achieve Net Zero.

Since its IPO in October 2020, the Company has made the following investments
and commitments:

·    Harvest and Glasshouse: provision of £21m of senior debt finance to
two established combined heat and power ("CHP") assets, located on the Isle of
Wight,  supplying heat, electricity and carbon dioxide to the UK's largest
tomato grower, APS Salads ("APS") - March 2021

·    Spark Steam: provision of £8m of senior debt finance to an
established CHP asset in Teeside supplying APS, as well as a further power
purchase agreement through a private wire arrangement with another food
manufacturer - June 2021

·    Hydroelectric Portfolio (1): acquisition of six operational, Feed in
Tariff ("FiT") accredited, "run of the river" hydroelectric power projects in
Scotland, with total installed capacity of 4.1MW, for an aggregate
consideration of £26.6m (excluding costs) - November 2021

·    Hydroelectric Portfolio (2): acquisition of a further three
operational, FiT accredited, "run of the river" hydroelectric power projects
in Scotland, with total installed capacity of 2.5MW, for an aggregate
consideration of £19.6m (excluding costs) - December 2021

·    BESS Portfolio: commitment to provide a debt facility of £45.6m to a
subsidiary of Virmati Energy Ltd (trading as "Field"), for the purposes of
building a portfolio of four geographically diverse Battery Energy Storage
System ("BESS") assets in the UK with a total capacity of 110MW - March 2022

·    Energy Efficient Lighting: Commitment to fund £1m to a lighting
solutions provider to install efficient lighting and controls at a leading
logistics company - June 2022

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.

The Company was admitted to trading on the Specialist Fund Segment of the Main
Market of the London Stock Exchange on 19 October 2020 and was awarded the
London Stock Exchange's Green Economy Mark.

For more information, please visit http://www.tpenergytransition.com/
(http://www.tpenergytransition.com/)

IMPORTANT INFORMATION

Each of Akur Limited ("Akur")  (which is regulated in the  UK  by the
FCA) and J.P. Morgan Securities plc (which conducts its UK investment banking
activities as "J.P. Morgan Cazenove") (which is authorised by the Prudential
Regulation Authority (the "PRA) and regulated in the  UK  by the FCA and
the PRA), is acting exclusively for the Company and for no‐one else in
connection with the Migration and other matters described in this announcement
and will not regard any other person as its client in relation thereto and
will not be responsible to anyone for providing the protections afforded to
its clients or providing any advice in relation to the matters described
herein. Neither Akur nor J.P. Morgan Cazenove, nor any of their respective
directors, officers, employees, advisers or agents accepts any responsibility
or liability whatsoever for this announcement, its contents or otherwise in
connection with it or any other information relating to the Company, whether
written, oral or in a visual or electronic format.

APPENDIX

Investment policy

The Company intends to achieve its investment objective by investing in a
diversified portfolio of Energy Transition Assets typically via the
acquisition of equity in, or the provision of debt financing to, the relevant
Investee Company. The Company may invest in opportunities in the United
Kingdom (and the Crown Dependencies) and Europe.

 

The Group will invest in a range of Energy Transition Assets which meet the
following criteria:

 

·    contribute towards the energy transition to lower, or zero, carbon
emissions

·    are established technologies

·    contribute to the generation of stable and predictable income across
the Company's portfolio, as a whole, arising from:

o  long-term revenues based on availability, usage, consumption or energy
savings-based contracts with good quality industrial, governmental, and
corporate Counterparties or off-takers (as assessed by the Investment
Manager's due diligence processes), including Counterparties which represent
multiple end-users; or

o  assets with income from wholesale or merchant sources (including, but not
limited to, battery energy storage, pumped storage or other power storage and
discharge systems and renewable power assets), typically where the Investee
Company benefits from an option to put in place a long term fixed contractual
price if it deems it necessary to do so and where operated by a reputable
operator; and

·    entitle the Company to receive cash flows over the medium to
long-term in Developed Country Currencies. The Company may, but does not
intend to, enter into any currency hedging arrangements.

 

The Group's portfolio of Energy Transition Assets will predominantly comprise
operational Energy Transition Assets. It will invest in either single assets
or portfolios of multiple assets.

 

Subject to the investment restrictions set out below, the Group may, also
invest in assets that are in the Development Phase or the Construction Phase,
either directly or through funding of a third-party developer, where such
investments will deliver an attractive risk adjusted return.

 

In addition, the Company may invest in or acquire minority interests in
companies with a strategy that aligns with the Company's overarching
investment objective, such as developers, operators or managers of Energy
Transition Assets ("Other Related Companies")

 

The Group will seek to diversify its commercial exposure through contractual
relationships, directly or indirectly (through the Investee Company), with a
range of different Counterparties and off-takers, as appropriate to the
relevant investment.

 

Investments may be acquired from a single or a range of vendors and the Group
may also enter into joint venture arrangements alongside one or more
co-investors, where the Group retains control or has strong minority
protections. Recognising the different risk profiles and business models of
the various technologies, the Group can invest across both debt and equity
investments. Debt investments will include market standard downside
protections including, but not limited to, cash reserve accounts, security and
have robust contractual and covenant protections.

 

Investment restrictions

 

The Company will invest and manage its assets with the objective of spreading
risk and, in doing so, will maintain the following investment restrictions:

 

·    no single debt commitment or debt investment to fund, via an Investee
Company, one or more Energy Transition Asset(s) will represent more than 20
per cent. of Adjusted Gross Asset Value. No single equity investment into an
Energy Transition Asset directly or via an Investee Company, will represent
more than 20 per cent. of Adjusted Gross Asset Value except, where the Group
has control over an Investee Company which holds multiple Energy Transition
Assets and such assets are standalone economic operations, between which risk
can be apportioned separately, this restriction shall apply to each individual
Energy Transition Asset;

·    the aggregate maximum exposure to any Counterparty will not exceed 20
per cent. of Adjusted Gross Asset Value (and where an Energy Transition Asset
derives revenues from more than one source, the relevant Counterparty exposure
in each case shall be calculated by reference to the proportion of revenues
derived from payments received from the Counterparty, rather than any other
source). This restriction does not apply to circumstances where all, or
substantially all, of the revenue generated by an Energy Transition Asset is
derived through connection to the wholesale electricity market, for example,
transmission or distribution networks, where there are multiple potential
off-takers;

·    the aggregate maximum exposure to assets in the Development Phase and
the Construction Phase will not exceed, 25 per cent. of Adjusted Gross Asset
Value, provided that, within this limit, the aggregate maximum exposure to
assets in the Development Phase will not exceed 5 per cent. of Adjusted Gross
Asset Value, and the aggregate exposure to any one Developer will not exceed
10 per cent. of Adjusted Gross Asset Value. The restriction on Construction
Phase assets will not apply to assets where on-site commissioning is expected
to be completed within a period of three months and any equipment on order is
sufficiently insurance wrapped;

·    at least 70 per cent. of the value of the Group's portfolio of Energy
Transition Assets will comprise United Kingdom based investment;

·    the Group will not invest more than 5 per cent. of Adjusted Gross
Asset Value, in aggregate, in the acquisition of minority stakes in Other
Related Companies, and at all times such investments will only be made with
appropriate minority protections in place;

·    neither the Group nor any of the Investee Companies will invest in
any UK listed closed-ended investment companies; and

·    the Company will not conduct any trading activities which are
significant in the context of the Group as a whole.

 

Compliance with the above investment limits will be measured at the time of
investment or in the case of commitment at the time of commitment, and
noncompliance resulting from changes in the price or value of assets following
investment will not be considered as a breach of the investment limits.

 

For the purposes of the foregoing, the term "Adjusted Gross Asset Value" shall
mean the aggregate value of the total assets of the Company as determined
using the accounting principles adopted by the Company from time to time as
adjusted to include any third-party debt funding drawn by, or available to,
any unconsolidated Holding Entity.

 

Borrowing Policy

 

The Directors intend to use gearing to enhance the potential for income
returns and long-term capital growth, and to provide capital flexibility.
However, the Company will always follow a prudent approach for the asset class
with regards to gearing, and the Group will maintain a conservative level of
aggregate borrowings.

 

Gearing will be employed either at the level of the Company, at the level of
any Holding Entity or at the level of the relevant Investee Company and any
limits set out in this document shall apply on a look-through basis. The
Company's target medium term gearing for the Wider Group will be up to 40 per
cent. of Gross Asset Value, calculated at the time of drawdown.

 

The Group may enter into borrowing facilities at a higher level of gearing at
the Investee Company or Holding Entity, provided that the aggregate borrowing
of the Wider Group shall not exceed a maximum of 45 per cent. of Gross Asset
Value, calculated at the time of drawdown.

Debt may be secured with or without a charge over some or all of the Wider
Group's assets, depending on the optimal structure for the Group and having
consideration to key metrics including lender diversity, cost of debt, debt
type and maturity profiles. Intra-group debt between the Company and (i)
Holding Entities and/or (ii) Investee Companies subsidiaries will not be
included in the definition of borrowings for these purposes.

 

Hedging and Derivatives

 

The Company will not employ derivatives for investment purposes. Derivatives
may however be used for efficient portfolio management.

 

The Wider Group will only enter into hedging contracts (in particular, in
respect of inflation, interest rate, currency, electricity price and commodity
price hedging) and other derivative contracts when they are available in a
timely manner and on acceptable terms. The Company reserves the right to
terminate any hedging arrangement in its absolute discretion. Any such hedging
transactions will not be undertaken for speculative purposes. The Company can,
but does not intend to, enter into any currency hedging.

 

Cash management

 

The Company may hold cash on deposit for working capital purposes and awaiting
investment and, as well as cash deposits, may invest in cash equivalent
investments, which may include government issued treasury bills, money market
collective investment schemes, other money market instruments and short-term
investments in money market type funds ("Cash and Cash Equivalents"). There is
no restriction on the amount of Cash and Cash Equivalents that the Company may
hold and there may be times when it is appropriate for the Company to have a
significant Cash and Cash Equivalents position.

 

 

Definitions

 

 "Adjusted Gross Asset Value" or "Adjusted GAV"  for the purposes of the Investment Policy, the aggregate value of the total
                                                 assets of the Company as determined using the accounting principles adopted by
                                                 the Company from time to time, as adjusted to include any third-party debt
                                                 funding drawn by, or available to, any unconsolidated Holding Entity
 "Board"                                         the board of directors of the Company or any duly constituted committee
                                                 thereof
 "Company"                                       Triple Point Energy Transition plc
 "Construction Phase"                            in respect of a new development Energy Transition Asset, the phase where
                                                 contracts have been agreed and relevant permits are in place
 "Counterparty"                                  In the case of an equity investment, the contracting counterparty from which
                                                 the Group, directly or indirectly, generates revenue. In the case of a debt
                                                 commitment or debt investment, the borrower
 "Crown Dependencies"                            the Bailiwick of Jersey, the Bailiwick of Guernsey and the Isle of Man
 "Developed Country Currency"                    GBP, USD, Euro or such other currency of a country classified by the United
                                                 Nations Secretariat as having a developed economy that the Board determines,
                                                 from time to time, to provide low currency risk
 "Development Phase"                             in respect of a new development Energy Transition Asset, the initial phase
                                                 before relevant contracts or permits are in place
 "Developer"                                     a company or other organisation that obtains relevant permissions and permits,
                                                 for example planning and grid connection, in order to enable an Energy
                                                 Transition Asset to be ready-to-build, such that construction can
                                                 commence.
 "Energy Transition"                             the global drive to address the climate emergency through the transition of
                                                 energy systems to lower or zero carbon
 "Energy Transition Assets"                      standalone lower carbon, efficient energy projects which contribute to Energy
                                                 Transition
 "Euro" or "€"                                   the currency adopted by those nations participating in the third stage of the
                                                 economic and monetary union provisions of the Treaty on European Union, signed
                                                 at Maastricht on 7 February 1992
 "Europe"                                        together the member states of the European Economic Area and the European Free
                                                 Trade Association, together with Andorra, Monaco and San Marino
 "Feed in Tariff"                                a UK government programme designed to promote the uptake of renewable and
                                                 low-carbon electricity generation technologies, via payments at a fixed price
                                                 for electricity generated
 "Gross Asset Value"                             the aggregate value of the total assets of the Company as determined with the
                                                 accounting principles adopted by the Company from time to time
 "Group"                                         the Company and the Holding Entities (together, individually or in any
                                                 combination as appropriate)
 "Holding Entity"                                TEEC Holdings Limited and any other holding companies established by or on
                                                 behalf of the Company from time to time to acquire and/or hold one or more
                                                 Investee Companies
 "Investment Manager"                            Triple Point Investment Management LLP
 "Investee Company"                              a company or special purpose vehicle which owns and/or operates one or more
                                                 Energy Transition Assets into which the Group makes an equity or debt
                                                 investment
 "Investment Policy"                             the Company's published investment policy, from time to time
 "Listing Rules"                                 the listing rules made by the FCA under section 73A of FSMA, as amended from
                                                 time to time
 "London Stock Exchange"                         London Stock Exchange plc
 "Main Market"                                   the London Stock Exchange's main market for listed securities
 "Ordinary Shares"                               ordinary shares of £0.01 each in the capital of the Company and "Ordinary
                                                 Share" shall be construed accordingly
 "SFS Admission"                                 the admission of the Ordinary Shares to trading on the Specialist Fund Segment
                                                 of the Main Market of the London Stock Exchange on 19 October 2020 following
                                                 the Company's initial public offer
 "Shareholder"                                   the holder of Ordinary Shares
 "Sterling" or "GBP" or "£" or "pence"           the lawful currency of the United Kingdom
 "United Kingdom" or "UK"                        the United Kingdom of Great Britain and Northern Ireland
 "Wider Group"                                   together the Group and the Investee Companies

 

 

 

 

 

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