Update on Investment Management Arrangements

ThomasLloyd Energy Impact Trust PLC

15 September 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

15 September 2023

ThomasLloyd Energy Impact Trust plc

(the "Company")

Update on Investment Management Arrangements

The Board provides below an update to shareholders on the action taken in relation to the Company's investment management arrangements.  

EXISTING investment management agreement ("IMA") TO BE TERMINATED

On 6 September 2023, the Company received written notice from ThomasLloyd Global Asset Management (Americas) LLC (the "Investment Manager") terminating the IMA with respect to the appointment of the Investment Manager with effect from 14 December 2026.

However, the Board announces that the Company is today serving notice in writing on the Investment Manager and others to terminate the IMA with effect from 31 October 2023 following, inter alia, the failure of the continuation resolutions at the requisitioned general meeting (the "First Requisitioned General Meeting") and the adjourned annual general meeting held on 24 August 2023.

 

transitional investment manager tO BE APPOINTED

Following discussions with a range of stakeholders, the Board has concluded that the appointment of a transitional investment manager will be the most effective way to finalise the 31 December 2022 and 30 June 2023 valuations, 2022 audit and accounts and 2023 interim report and ensure the suspension of admission to listing and trading of the Company's shares is lifted as soon as possible.

Accordingly, the Board and its advisers have engaged with a number of experienced candidates for the transitional investment manager role and are in advanced discussions with short-listed parties with a view to appointing the successful party as investment manager and portfolio manager to the Company and its AIFM on a short term contract. The Board expects to confirm the agreement of heads of terms shortly. As soon as practicable following the appointment, a further announcement will be made regarding the expected timetable for completing the Company's immediate priorities.

FULL REVIEW OF OPTIONS FOR THE COMPANY'S FUTURE

Following the outcome of the First Requisitioned General Meeting, the Board is required, under the Company's articles of association, to bring forward proposals for the future of the Company for consideration by shareholders within four months of that meeting.

The appointment of a transitional investment manager will facilitate progress on the immediate priorities outlined above, provide continuity of investment management during the expected construction of the Company's 200 MW DC solar PV project in Rewa Ultra Mega Solar Park in India and ensure effective oversight of the existing operating portfolio while the Board works with its advisers to carry out a wide-ranging review of options for the Company's future. In light of shareholders' strongly expressed support for an Asian-focused impact strategy, this process will include the assessment of proposals for a re-launch of the Company which maintain that strategy from a wide range of investment managers, including a number of experienced managers who have already approached the Company.

 

Second Requisitioned General Meeting

As announced by the Company on 11 August 2023, the Company received a second requisition notice from certain entities and funds that are affiliated with the Investment Manager, requiring eight resolutions to be put before shareholders. The resolutions to be put to shareholders at the Second Requisitioned General Meeting comprise the removal of all four of the current Directors of the Company and the appointment of four new Directors proposed by the Requisitioning Shareholders.

As set out in the circular to shareholders dated 1 September 2023 (the "Circular"), the current Board is fully committed and determined to oversee the ongoing processes required to deliver the best possible future for the Company. The Board believes that it is very much in the interests of the Company for shareholders to act now in a unified manner thereby reinforcing the clear mandate given at the First Requisitioned General Meeting to the current Board. Accordingly, the Directors unanimously recommend shareholders vote against all the Resolutions to be proposed at the Second Requisitioned General Meeting. Shareholders are reminded that Forms of Proxy should be completed and returned so as to be received as soon as possible and, in any event, by no later than 10.00 a.m. on Thursday, 21 September 2023.

Sue Inglis, Chair of ThomasLloyd Energy Impact Trust plc said: "These changes to the Company's investment management arrangements will expedite the completion of the 2022 accounts and 2023 interim accounts and lifting of the suspension of trading in the Company's shares, which we know is shareholders' highest priority, and enable the Board to focus on delivering the best possible outcome for the Company's future."

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.

Capitalised terms used in this announcement shall, unless otherwise defined, have the same meanings as set out in the Circular.

Enquiries:

ThomasLloyd Energy Impact Trust plc Sue Inglis, Chair	Tel: [phone]
Shore Capital (Joint Corporate Broker) Robert Finlay / Rose Ramsden (Corporate) Adam Gill / Matthew Kinkead / William Sanderson (Sales) Fiona Conroy (Corporate Broking)	Tel: [phone]
Peel Hunt LLP (Joint Corporate Broker) Luke Simpson / Huw Jeremy (Investment Banking Division) Alex Howe / Richard Harris / Michael Bateman / Ed Welsby (Sales)	Tel: [phone]
Smith Square Partners LLP (Financial Adviser to the Company) John Craven / Douglas Gilmour	Tel: [phone]
Camarco (PR Adviser) Louise Dolan / Eddie Livingstone-Learmonth / Phoebe Pugh	Tel: [phone] [e-mail]

 

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