ThomasLloyd Energy Impact Trust PLC Requisition of a General Meeting (8428F)

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RNS Number : 8428F

ThomasLloyd Energy Impact Trust PLC

12 July 2023

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT MAY CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE UK'S MARKET ABUSE REGULATION. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, SUCH INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

LEI: 254900VC23329JCBR9G82

12 July 2023

ThomasLloyd Energy Impact Trust plc (the " Company " )

Requisition of a General Meeting

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

Annual Report and potential material downward movement in valuation

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

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

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

Continuation Resolution

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

It is in the interests of the Investment Manager for the Continuation Resolution to be passed. Shareholders should note that there are provisions in the Company's investment management agreement with the Investment Manager (the "IMA") under which the Company may terminate the Investment Manager's appointment summarily and the Company's rights in that regard are fully reserved. However, in the event that the Continuation Resolution is not passed, the Company will be entitled to terminate the IMA with the Investment Manager summarily at any time and without further payment in respect of the Investment Manager's initial five-year term of appointment.

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

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

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

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

Enquiries:

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

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July 12, 2023 11:49 ET (15:49 GMT)