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TENT Triple Point Energy Transition Plc

62.90
-0.10 (-0.16%)
24 May 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Triple Point Energy Transition Plc LSE:TENT London Ordinary Share GB00BMCBZL07 ORD GBP0.01
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  -0.10 -0.16% 62.90 61.80 64.00 62.00 62.00 62.00 312,679 16:35:19
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
Trust,ex Ed,religious,charty 11.3M 8.81M 0.0881 7.04 62.01M

Triple Point Energy Transition PLC Publication of Circular and Notice of GM

05/03/2024 7:00am

RNS Regulatory News


RNS Number : 6098F
Triple Point Energy Transition PLC
05 March 2024
 

THIS ANNOUNCEMENT HAS BEEN DETERMINED TO CONTAIN INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 (AS IT FORMS PART OF DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWL) ACT 2018).

5 March 2024

Triple Point Energy Transition plc

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

PUBLICATION OF CIRCULAR REGARDING A PROPOSED MANAGED WIND-DOWN OF THE COMPANY AND RELATED PARTY TRANSACTIONS

AND

NOTICE OF GENERAL MEETING

 

Further to the announcement of 13 December 2023, the Board of Directors of Triple Point Energy Transition plc (LSE: TENT) (the "Board"), the London Stock Exchange listed investment company focused on building a portfolio of infrastructure investments that support the energy transition, today announces that a shareholder circular (the "Circular") is expected to be published today regarding the proposed managed wind-down of the Company, which will require the amendment of the Company's investment objective and Investment Policy.

 

The Circular also contains a notice convening a general meeting of the Company (the "General Meeting") at which approval will be sought from Shareholders for:

 

·    the proposed change to the Company's investment objective and Investment Policy to facilitate the managed wind-down of the Company and orderly realisation of its assets;

 

·    the conditional disposal by TENT Holdings of the Field Debt Facility to Triple Point Leasing Limited ("TPLL");

 

·    the conditional disposal by TENT Holdings of the LED Facility to Boxed Light Services Limited ("Boxed") for onward assignment by Boxed to TPLL;

 

·    the associated amendments to the Investment Management Agreement.

 

The General Meeting will be held at 9.30a.m. on 22 March 2024 at 1 King William Street, London, EC4N 7AF.

 

Unless otherwise defined, capitalised terms used in this announcement shall have the same meaning as set out in the Circular.

 

The proposals are, in the Board's opinion, in the best interests of the Shareholders as a whole. Accordingly, the Board unanimously recommends that Shareholders vote in favour of the Resolutions to be proposed at the General Meeting.

 

As previously announced, in the three years since its IPO in October 2020, the Group has worked towards achieving the goals set out at IPO including putting in place long-term cash flows that are underpinned by contract and targeting NAV total returns of 7-8% per annum following full investment. The Group has achieved these goals.

 

Despite this, TENT has been significantly impacted by the wider macro-environmental pressures being experienced by a large number of its sector peers. This, alongside sub-optimal liquidity, has contributed to the Company's shares trading at a persistent discount to NAV since January 2022 which, in turn, has restricted the Company's ability to raise further capital and realise the benefits that come from greater scale. A key requirement identified by certain Shareholders is the need for increased liquidity in the Company's shares which can only realistically be achieved through greater scale. This is difficult to achieve with the shares trading a material discount to NAV, which, the Board believes, does not reflect the intrinsic value of the portfolio, yet remains persistent and entrenched.

 

The Board and the Investment Manager have maintained an on-going dialogue with a number of Shareholders and have undertaken several measures to address share price performance over this period. However, taking into account the Company's share price discount to NAV, its liquidity and market conditions and market prospects, the Board engaged its Financial Adviser to assess strategic options for maximising Shareholder value. Having considered the report, the Board determined that an orderly realisation of assets, and return of value to Shareholders, is the best option available. Subject to obtaining the approval of Shareholders at the General Meeting, this will be implemented via a managed wind-down which will initially involve the Investment Policy Amendment, the Field Sale (which, if approved by Shareholders pursuant to Resolution 2, will facilitate the repayment and cancellation of the Revolving Credit Facility), the LED Facility Sale and the IMA Amendment each as further described in the Circular.

 

Subject to the passing of Resolution 1 (to implement the Investment Policy Amendment), the Company will also seek opportunities to realise the remainder of the Group's investments. Details of future divestments or investment exits will be announced via a Regulatory Information Service in due course.

 

Further, subject to the passing of Resolution 1, in order to save costs during the Managed Wind-Down Process, the Company is intending to provide half-yearly (rather than quarterly) NAV updates.

 

In the interim, the Board notes the following in respect of the Group's CHP investments which include the provision by TENT Holdings of senior debt financing to Harvest, Glasshouse and Spark Steam, which are each CHP businesses that provide heat and power to tomato grower APS Salads. Since 30 September 2023, the aged debtors of Harvest, Glasshouse and Spark Steam have increased, although repayments have been made to the Group in October 2023 in line with the agreed loan repayment schedule since the last reporting date. The next repayment date is in July 2024. APS Salads has a highly seasonal revenue profile with income received corresponding with the growing season.

 

As set out in more detail below, each of the Field Sale, the LED Facility Sale and the IMA Amendment will comprise a related party transaction for the purposes of Chapter 11 of the Listing Rules and, as a result, Shareholder approval is being sought at the General Meeting for the Related Party Transactions.

 

John Roberts, the Company's Chair, commented:

 

"Despite achieving the goals set out at IPO, we recognise shareholder frustration at the undeserved, yet persistent discount to NAV at which the Company's shares have traded since January 2022. In view of the likelihood of continued market volatility and the negative impact that will have on our future ability to increase scale, we have concluded that the best option to optimise shareholder value is to initiate an orderly realisation of the Group's assets, a process that would commence immediately with the Field and LED sales if approved by shareholders. We have proposed amendments to the Investment Management Agreement which includes an innovative revised fee structure which will align the Investment Manager with Shareholders in seeking swift but attractive exits for the Company's assets. We urge all shareholders to consider carefully the proposals laid out in the Circular published today which the Board unanimously supports and recommends Shareholders vote in favour of the resolutions."

 

The Proposals

 

Resolution 1 - Amendment to the investment objective and Investment Policy of the Company

 

If Resolution 1 is passed, the Company's existing investment objectives and policy will be replaced and the Company will adopt and adhere to the following amended and restated investment policy, for so long as the Company maintains its listing and is subject to the Listing Rules.

 

Proposed revised investment objective:

 

"To conduct an orderly realisation of the assets of the Group, to be effected in a manner that seeks to achieve a balance between returning cash to Shareholders promptly and maximising value, while maintaining an income return for so long as the Group continues to own assets which generate sufficient income."

 

Proposed revised investment policy:

 

"The Company's investments will be realised in an orderly manner, that is, with a view to achieving a balance between returning cash to Shareholders promptly and maximising value.

 

The Company may not make any new investments save that: (a) investments may be made to honour existing documented contractual commitments to existing portfolio companies, as appropriate; and (b) realised cash may be invested in line with the Company's cash management policy pending its return to Shareholders in accordance with the Company's investment objective.

 

Any return of proceeds to the Shareholders will be subject to compliance with any remaining gearing facilities and hedging arrangements, payment of expenses and maintenance of reserves for potential liabilities.

 

Notwithstanding the requirement to spread investment risk, the Company will continue to comply with all of the requirements of the Listing Rules in order to maintain the Company's admission to the Official List under Chapter 15 of the Listing Rules.

 

Cash management

 

The Company may hold cash on deposit for working capital purposes and pending return to Shareholders 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."

 

Any further material change to the revised investment policy would require prior FCA approval and Shareholder approval by an ordinary resolution in accordance with the Listing Rules.

 

Managed Wind-Down

 

The revised investment policy will involve a continuing evaluation of the portfolio in order to assess the most appropriate realisation strategy to be pursued in relation to each investment. To this end, the Company has retained PwC as its Corporate Financial Adviser to advise and act on its behalf in the realisation of the Company's portfolio of assets.

 

The strategy for realising individual investments will be flexible and may need to be altered to reflect changes in the circumstances of a particular investment or in the prevailing market conditions. The Board will meet regularly to review the progress in implementing the Company's revised investment objective and policy and the status of unrealised holdings. Any disposal of assets will be subject to the Board's approval.

 

Resolution 2 - Field Sale

 

On 31 March 2022, the Group, via TENT Holdings, entered into a facility agreement (which was amended and restated on each of 1 December 2022, 17 May 2023, 26 September 2023 and 23 January 2024) pursuant to which it agreed to provide a debt facility (the "Field Debt Facility") to a subsidiary of Virmati Energy Ltd (trading as "Field"), for the purposes of building a portfolio of four geographically diverse BESS assets in the UK. The total committed Field Debt Facility was for an amount of £45,647,428, carrying a fixed interest rate. On 26 September 2023, the amount of the Field Debt Facility was reduced to £37 million. To date, an amount of approximately £15.6 million has been drawn under the Field Debt Facility, and TENT Holdings is committed to deploying the remaining balance of the loan (being an amount equal to £21,356,615), by 31 March 2024.

 

On 5 March 2024 TENT Holdings entered into a deed of novation and assignment with, among others, TPLL ("Field Novation and Assignment Deed") pursuant to which TENT Holdings has conditionally agreed to novate and assign to TPLL all of its rights, title, interests, obligations and benefits under the Field Debt Facility and TPLL has agreed to perform obligations to the borrower under the Field Debt Facility. The consideration payable to TENT Holdings by TPLL pursuant to the Field Novation and Assignment Deed will be the amount drawn under the Field Debt Facility as at the date on which the conditions precedent are satisfied under the terms of the Field Novation and Assignment Deed (the amount drawn as at the date of the Circular is £15.6 million) plus any accrued interest due as at such date, representing the full carrying value of the Field Debt Facility. This amount is payable upon the novation and assignment becoming effective in accordance with the terms of the Field Novation and Assignment Deed. In addition, the Group is required pursuant to the Field Novation and Assignment Deed to deploy the proceeds it receives from the Field Sale to repay an amount equal to approximately £8 million of its Revolving Credit Facility, being the amount of the Revolving Credit Facility that has been drawn by the Group as at the Latest Practicable Date. The Revolving Credit Facility is due to expire in March 2025, but will be repaid and cancelled upon completion of the Field Sale.

 

The Field Novation and Assignment Deed is subject to certain customary conditions precedent, including the receipt of Shareholder approval being received at the General Meeting for Resolution 2.

 

The novation and assignment by TENT Holdings pursuant to the Field Novation and Assignment Deed will become effective upon the satisfaction of the conditions precedent contained therein. The conditions precedent are required to be satisfied by 30 April 2024 in order for the novation and assignment to become effective.

 

TENT Holdings has provided customary representations and warranties pursuant to the Field Novation and Assignment Deed including, inter alia, in relation to its valid incorporation, its capacity to enter into the Field Novation and Assignment Deed and its title to the Field Debt Facility. The Field Novation and Assignment Deed contains customary limitations on TENT Holdings' liability for claims made against it by TPLL. It also contains a customary indemnity from TPLL in favour of TENT Holdings in relation to TENT Holdings' outstanding obligations under or in respect of the documents being assigned to TPLL, which is subject to a monetary cap.

 

The Board believes that the disposal of the Field Debt Facility to TPLL, another member of the Triple Point Group, for the carrying value of the Field Debt Facility represents a satisfactory price for the Field Debt Facility, being a fixed rate receivables facility entered into during a period of low interest rates in the United Kingdom.

 

The Board wishes to repay the outstanding amount owed by the Group under the Revolving Credit Facility to remove the Group's ongoing costs associated with the facility. The immediate repayment and cancellation (without cost) of the Revolving Credit Facility facilitated by the Field Sale would also leave the Group debt free. The Board therefore believes the Field Sale should take place irrespective of whether or not Resolution 1 is approved by Shareholders.

 

Accordingly, and for the avoidance of doubt, the approval by Shareholders of the Field Sale pursuant to Resolution 2 is not conditional on the Investment Policy Amendment being approved by Shareholders pursuant to Resolution 1.

 

The Field Sale is expected to complete in the near-term following the General Meeting.

 

Resolution 3 -LED Facility Sale

 

In September 2023, the Group, via TENT Holdings, signed contracts with Boxed Light Services Limited ("Boxed"), pursuant to which the Group committed to provide a £2,230,511 receivables financing facility to Boxed (the "LED Facility"). The LED Facility provides receivables financing across 54 sites, with repayments including a fixed rate of interest being paid to the Group from an investment-grade counterparty, Places for People. The amount deployed pursuant to the LED Facility as at 31 December 2023 was £2,171,555.

 

On 5 March 2024, TENT Holdings entered into a sale agreement with Boxed (the "LED Facility Sale Agreement") pursuant to which the Group has agreed to conditionally sell the LED Facility to Boxed for an amount equal to approximately £2.1 million, representing the aggregate full carrying value of the LED Facility as at the date on which the conditions under the LED Facility Sale Agreement are satisfied. The LED Facility Sale Agreement is conditional on Resolution 3 being approved by Shareholders at the General Meeting, as well as the satisfaction of TENT Holdings that all necessary documentation and approvals relating to the onward sale (by way of assignment) of the LED Facility to TPLL have been obtained. Following the entry into the LED Facility Sale Agreement on 5 March 2024, Boxed entered into a deed of assignment with TPLL (the "LED Assignment Deed" and together with the LED Facility Sale Agreement, the "LED Facility Sale Documents"). Pursuant to the LED Assignment Deed, Boxed has agreed to assign to TPLL all of the title, rights, interests and benefits arising out of or in connection with the LED Facility including, without limitation, all receivables which are now or may at any time be or become due under the LED Facility.

 

The Board believes that the disposal of the LED Facility to TPLL, another member of the Triple Point Group, for the carrying value of the LED Facility represents a satisfactory price for the LED Facility, being a fixed rate receivables facility recently entered into by the Group.

 

For the avoidance of doubt, the approval by Shareholders of the LED Facility Sale pursuant to Resolution 3 is conditional on the Investment Policy Amendment being approved by Shareholders pursuant to Resolution 1.

 

The LED Facility Sale is expected to complete in the near-term following the General Meeting.

 

Resolution 4 - Amendment to the Investment Management Agreement

 

Pursuant to the terms of the existing Investment Management Agreement, the Investment Manager is entitled to receive a stepped annual management fee (the "Annual Management Fee") on the following basis:

 

Net Asset Value(1)

Annual Management Fee (percentage of Net Asset Value)

On such part of the Net Asset Value that is up to and including £650 million

0.9 per cent.

On such part of the Net Asset Value that is above £650 million

0.8 per cent.

(1)       For the avoidance of doubt, the different percentages set out above shall be applied incrementally and not against the total Net Asset Value.

 

The Annual Management Fee is calculated and accrues quarterly and is invoiced quarterly in arrears. On a semi-annual basis, following the announcement of the Net Asset Value for the semi-annual periods ending 31 March and 30 September in each year, the Investment Manager procures that the Wider Triple Point Group applies an amount, in aggregate, equal to 20 per cent. of the Annual Management Fee (net of any applicable tax) for the relevant six-month period as follows: (a) where the Shares are trading at, or at a premium to, the latest published Net Asset Value per Share; the Investment Manager procures that the Wider Triple Point Group uses the relevant amount to subscribe for new Shares (rounded down to the nearest whole number of Shares) issued at the latest published Net Asset Value per Share applicable at the date of issuance; or (b) where the Shares are trading at a discount to the latest published Net Asset Value per Share; the Investment Manager procures that the Wider Triple Point Group, as soon as reasonably practicable, uses the relevant amount to make market purchases of Shares (rounded down to the nearest whole number of Shares) within four months of the relevant Net Asset Value publication date. Even though the Annual Management Fee is payable on a quarterly basis, Ordinary Shares are only acquired by the Wider Triple Point Group on a half-yearly basis.

 

The Investment Management Agreement can be terminated by either the Company or the Investment Manager on not less than 12 months' notice to the other party, with such notice not to be served before 19 October 2024, being the fourth anniversary of the Company's initial admission to trading on the London Stock Exchange.

 

New Fee Proposal

 

The Company has agreed to amend the Investment Management Agreement, conditional upon the IMA Amendment being approved pursuant to Resolution 4 and the Investment Policy Amendment being approved pursuant to Resolution 1, so that the Investment Manager will be entitled to receive the following fees (the "Fee Proposal"):

 

§ a fixed retainer fee equal to 0.9% of the average market capitalisation of the Company during the relevant month, which is payable in cash and on a monthly basis (the "Retainer Fee"); and

§ a success fee (the "Success Fee" and together with the Retainer Fee, the "Fee") based on the value realised across the portfolio of assets (including committed amounts) ("Value Realised"), and calculated using the percentage of the gross sale value of the Group's investments, less the direct costs specifically associated with the sale of such investments (for example, fees of professional and legal advisers), against the prevailing value of the investments at the time of sale based on (i) the most recent third party reviewed published asset level NAV (in the case of equity investments) or (ii) drawn amounts, including repayments made since 30 September 2023 (in the case of debt investments) ("Carrying Value") (the "Percentage Value Achieved").

 

The Success Fee will be determined on an aggregated basis across the sale of all of the Group's investments, incentivising the Investment Manager to continue to work on the tail of the portfolio and achieve the best return for the Company and its Shareholders.  The Success Fee will be payable upon the completion of the disposal of the Group's final investment unless, before such disposal, the Investment Management Agreement is terminated as a result of Shareholders approving either (i) the winding up of the Company; or (ii) the appointment of a receiver or administrator over any of the assets of the Company; (each being a "Termination Event"). If the Investment Management Agreement is so terminated, the Success Fee will be payable at the date of termination.

 

The Success Fee will be calculated using the following fee structure:

 

Percentage Value Achieved

Success Fee payable (percentage of Value Realised)

80% - 84.9% of Carrying Value

0.80%

85% - 89.9% of Carrying Value

0.90%

90% and above of Carrying Value

1.00%

 

A minimum Fee of £1.1 million will be payable to the Investment Manager pursuant to the Fee Proposal and the IMA Amendment, with any shortfall being payable upon the final asset disposal by the Company or, if a Termination Event occurs before such disposal, on the date of the termination of the Investment Management Agreement in connection therewith.

 

The aggregate Fee payable to the Investment Manager will be capped at £1.351 million, which reflects the maximum fee the Investment Manager is currently expected to receive under the existing fee arrangements.  If the IMA Amendment is approved pursuant to Resolution 4, the Fee Proposal will be implemented and will remain valid until the earlier of (i) the completion of the Managed Wind-Down; (ii) 20 October 2025; and (iii) the termination of the Investment Management Agreement in accordance with its terms. Any taxes applicable to the Fee will be applied as required.

 

In the event that, prior to completion of the Managed Wind-Down, the Company is the subject of a takeover bid or a merger transaction under the Takeover Code and such takeover bid or merger transaction becomes wholly unconditional, the Company shall pay the maximum fee of £1.351 million to the Investment Manager, less the cumulative total of any Retainer Fees that have been paid to the Investment Manager prior to the takeover bid or merger transaction becoming wholly unconditional, in full settlement of all services rendered by the Investment Manager to such date.

 

In the event that, prior to the completion of the Managed Wind-Down and the Company's expected eventual liquidation, the Shareholders approve the cancellation of the admission of the Ordinary Shares to the Official List and to trading on the Main Market (the "De-Listing"), the Retainer Fee payable by the Company will be adjusted so that it is equal to 0.9% of the market capitalisation of the Company as at the date on which the De-Listing becomes effective, subject to further adjustments that may be required, including (without limitation), as a result of any future disposals and/or capital reductions that may be undertaken by the Company.

 

As a result of the IMA Amendment, the Investment Management Agreement will automatically terminate on 20 October 2025, if it is not terminated before then in accordance with its terms.

 

The Board considers the proposed IMA Amendment and the retention of the services of the Investment Manager to be in the best interests of the Company as the terms of the revised Investment Management Agreement will facilitate the implementation of the Managed Wind-Down and incentivise the Investment Manager to execute disposals in a timely manner and on terms that are in the best interests of the Company and its Shareholders.

 

For the avoidance of doubt, the approval by Shareholders of the IMA Amendment pursuant to Resolution 4 is conditional on the Investment Policy Amendment being approved by Shareholders pursuant to Resolution 1.

 

Shareholder returns, capital returns and dividends

 

The Board will keep Shareholders informed of its intentions concerning returns of capital, mechanisms for which may include tender offers, other schemes for the return of capital and/or the buying back of Shares as the portfolio is realised. Throughout the Managed Wind-Down, the Board will follow the principle of seeking to balance the optimum scale and accompanying costs to the Company of the relevant method of return with the desire to accomplish that return as quickly as practicable, without eroding the value to be distributed.

 

The Company intends to continue to pay dividends to Shareholders following the commencement of the Managed Wind-Down in line with Shareholder feedback and in order to maintain investment trust status. However the Company does not expect to be able to continue paying dividends at the current rate. The payment of any future dividends to Shareholders and the level of such dividends will depend on the Group continuing to own assets which generate sufficient income and cash flow to cover such dividends.

 

The Company intends to maintain its investment trust status and listing during this managed realisation process prior to the Company's expected eventual liquidation. Maintaining the listing would allow Shareholders to continue to trade Shares during the Managed Wind-Down.

 

Unless there are other proposals which it considers to be in the Company's best interests at the relevant time, the Board also expects to propose that the Company enters into members' voluntary liquidation at a point when all or most of the asset realisations have occurred, or at such other time that the Board, in consultation with its advisers, deems to be appropriate and in the interests of Shareholders. Any such proposed liquidation process would require separate Shareholder approval.

 

Benefits of the Proposals

 

It is the assessment of the Board that the Proposals represent the optimal method of delivering value for Shareholders and that the Managed Wind-Down represents the best strategic option available to the Company and its Shareholders. In addition, the Board believes that the Proposals offer the following benefits to Shareholders:

 

(a)          commencing a managed realisation of assets, rather than placing the Company in liquidation immediately or seeking an immediate sale of the entire portfolio, is expected to enable the Company to maximise the value realised on the sale of its investments;

 

(b)          the Field Sale would, if approved by Shareholders pursuant to Resolution 2, facilitate the immediate repayment and cancellation of the Revolving Credit Facility, the cost of which would be expected to increase should it remain in place. TPLL, another member of the Triple Point Group, is an acquirer with strong knowledge of the investment and is acquiring the loan facility at its carrying value;

 

(c)           subject to the finalisation of the Company's plans to return capital to Shareholders, the Company believes that the realisation process should enable Shareholders to realise best value of their investment over a period of time;

 

(d)          the IMA Amendment, including the proposed amendments to the Investment Manager's fee structure outlined above, would, if approved by Shareholders pursuant to Resolution 4, incentivise the Investment Manager to execute disposals in a timely manner and on terms that are in the best interests of the Company and its Shareholders;

 

(e)          maintaining the listing for as long as the Directors believe it to be practicable during the Managed Wind-Down will enable certain Shareholders to continue to meet their own investment restrictions, for example, where they are required to hold listed securities or instruments with daily liquidity; and

 

(f)           maintaining the listing of the Shares while the substantial majority of its assets are realised will, subject to market conditions, enable Shareholders and prospective investors to continue to be able to buy and sell Shares in this period before the Company enters the expected members' voluntary liquidation.

 

Risk factors

 

Shareholders should be aware of the risk factors set out in the Circular, as replicated in the appendix to this announcement.

 

Consequences of the Proposals not being approved

 

The Board regards the orderly realisation of the Company's assets as the best strategic option for Shareholders available. However, should Shareholders reject Resolution 1, and therefore the proposed amendment to the investment objective and policy to facilitate a managed wind-down of the Company, the Board and the Investment Manager will continue to fulfil the existing investment objective and policy and work to identify alternative options for the future of the Company.

 

Each of the LED Facility Sale and the IMA Amendment are conditional on the approval of the proposed amendment to the investment objective and policy to facilitate a managed wind-down of the Company pursuant to Resolution 1 and, therefore, if such proposed amendment is rejected by Shareholders, each of the LED Facility Sale and the IMA Amendment will be deemed to have also been rejected. The Field Sale is not conditional on the Investment Policy Amendment, the LED Facility Sale and/or the IMA Amendment being approved by Shareholders.

 

In the event that the Related Party Transactions are not approved by Shareholders pursuant to Resolutions 2, 3 and 4, each of the Field Sale, the LED Facility Sale and the IMA Amendment will fail, notwithstanding any amendment to the investment objective and policy of the Company. In such circumstances, the Board and its relevant advisers will review the relevant transactions and put forward alternative proposals for Shareholder approval, as appropriate.

 

In addition, in the event that Resolution 2 is not approved by Shareholders, the Company will not be able to deploy the relevant portion of the proceeds received from the Field Sale to repay the outstanding amount owed by the Company under the Revolving Credit Facility. If the Revolving Credit Facility is not repaid using the proceeds from the Field Sale, the Revolving Credit Facility may need to be extended, which may attract a significantly higher interest rate than the current fixed rate coupon of 6%.

 

Related Party Transactions

 

The Investment Manager is a related party of the Company on account of being the Company's investment manager, pursuant to Listing Rule 15.5.4, and TPLL is a related party of the Company on account of being a member of the Investment Manager's Group pursuant to the same rule.

 

As a result, each of the Field Sale, the LED Facility Sale and the IMA Amendment have been deemed to be related party transactions for the purposes of Chapter 11 of the Listing Rules. The Board considers the Related Party Transactions to be fair and reasonable as far as Shareholders are concerned and the Directors have been so advised by J.P. Morgan Cazenove (acting in its capacity as sponsor). In providing their advice to the Directors, J.P. Morgan Cazenove have taken into account the Directors' commercial assessment of each of the Related Party Transactions.

 

The General Meeting will be held at 9.30a.m. on 22 March 2024 at the Company's registered office at 1 King William Street, London EC4N 7AF.

 

A copy of the Circular will shortly be made available on the Company's website at  www.tpenergytransition.com and submitted to the National Storage Mechanism, where it will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

 

 

For further information, please contact:

Triple Point Investment Management LLP

Jonathan Hick

Christophe Arnoult

Chloe Smith

 

+44 (0) 20 7201 8989

PricewaterhouseCoopers LLP (Corporate Financial Adviser)

Matt Denmark

Nitin Premchandani

Jon Raggett

 

+44 (0) 20 7583 5000

J.P. Morgan Cazenove (Corporate Broker and Sponsor)

William Simmonds

Jérémie Birnbaum

 

+44 (0) 20 3493 8000

Akur Limited (Financial Adviser)

Tom Frost

Siobhan Sergeant

 

+44 (0) 20 7493 3631

Buchanan (Financial PR)

Helen Tarbet

Henry Wilson

Verity Parker

+44 (0) 20 7466 5111

 LEI: 213800UDP142E67X9X28

Further information on the Company can be found on its website at:

http://www.tpenergytransition.com/

 NOTES:

The Company is an investment trust which aims to invest 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 Teesside 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 £37m 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: Funding of c.£2.2m to a lighting solutions provider to install efficient lighting and controls at a leading logistics company - March 2023

· Innova: Provision of a £5m short term development financing facility to Innova Renewables, building out a portfolio of Solar and BESS assets across the UK - March 2023

· Energy Efficient Lighting: Funding of c.£2.3m to Boxed Light Services Limited to refinance efficient lighting and controls installed at Places for People Homes Limited - September 2023

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 Efficiency and decentralised energy projects.

Following its IPO on 19 October 2020, the Company was admitted to trading on the Premium Segment of the Main Market of the London Stock Exchange on 28 October 2022. The Company was also awarded the London Stock Exchange's Green Economy Mark.



 

APPENDIX - RISK FACTORS

 

The risks and uncertainties set out below are those which the Directors believe are the material risks relating to the Proposals. If any, or a combination, of these risks materialise, the business operations, financial condition and prospects of the Group could be materially and adversely affected.

The risks and uncertainties described below are not intended to be exhaustive and are not the only ones that face the Group. The information given is as at the date of this announcement and, except as required by the FCA, the London Stock Exchange, the Listing Rules and Disclosure Guidance and Transparency Rules or other applicable laws and/or regulations, will not be updated. Additional risks and uncertainties not currently known to the Directors, or that they currently deem immaterial, may also have an adverse effect on the business, financial condition, results of operations and prospects of the Group.

Risks associated with the Proposals

·          There can be no guarantee that the Managed Wind-Down, including the Investment Policy Amendment, will provide the returns, or realise the value, described in this announcement or the Circular, and there can be no assurance that the Company's investments will meet any specific level of return, or that the Company would achieve or successfully implement its investment objective as amended by the Investment Policy Amendment.

·          As a result of the Managed Wind-Down, the size and value of the Group's portfolio will reduce over time as investments are realised and be concentrated in fewer holdings, meaning that the aggregate return on the remaining portfolio will become increasingly exposed to the performance, favourable or unfavourable, of the remaining individual investments. This could have the effect of making performance more volatile.

·          The proposed change of the Company's investment objective and Investment Policy would result in the Company becoming reliant on the Investment Manager's ability to effectively manage the disposal of (or otherwise realise) investments in order to realise value for Shareholders. The liquidity profile of the Group's portfolio is such that Shareholders may have to wait a considerable period of time before receiving any returns of capital or other distribution.

·          The Group's assets may not be realised at their carrying value, and it is possible that the Group may not be able to realise some assets at any value. In addition, there is no certainty as to the timing of the realisation of any asset and/or the return of value to Shareholders. The Managed Wind-Down may not be able to be implemented on a timely basis or within a specific time frame if any assets are not capable of being sold swiftly and on terms that are acceptable to the Board.

·          The market value of the Shares and the NAV of the Company may go down as well as up. The market value of the Shares at any time may vary significantly and not reflect the underlying NAV. Shareholders may not get paid the amount they originally invested on a sale of their Shares or through the process of the winding-down and any liquidation of the Company.

·          Sales commissions, liquidation costs, taxes and other costs associated with the realisation of the Company's assets together with the usual operating costs of the Company will reduce the cash available for returning to Shareholders. No assurance can be given that cash received on future realisations of the Company's investments will be returned as capital or otherwise.

·          The maintenance of the Company as an ongoing listed vehicle with its Shares admitted to listing on the premium segment of the Official List and to trading on the premium segment of the Main Market of the London Stock Exchange will entail administrative, legal and regulatory costs, which will decrease the amount ultimately distributed to Shareholders. Although the Board intends to maintain the Company's listing for as long as the Directors believe it to be practicable during the orderly realisation, the Directors shall promptly notify the FCA and may seek suspension of the listing of the Shares pursuant to the requirements of the Listing Rules (which may include Shareholder approval prior to any suspension or de-listing) if the Company can no longer satisfy the continuing obligations for listing set out therein including, but not limited to, the requirements in respect of Shares held in "public hands" (as such phrase is defined in the Listing Rules) and in relation to spreading investment risk, and consequently the listing of the Shares may be suspended and/or cancelled. Once suspended and/or cancelled, the Shares would no longer be capable of being traded on the London Stock Exchange, which would materially reduce market liquidity in the Shares.

·          It should also be noted that there may be other matters or factors which affect the availability, amount or timing of receipt of the proceeds of realisation of some or all of the Group's investments. In particular, any returns of value to Shareholders will decrease the size of the Group's assets, thereby increasing the impact of fixed costs incurred by the Group on the remaining assets. In determining the size of any returns of value, the Directors will take into account the Group's ongoing running costs, and the eventual liquidation costs of the Company. However, should these costs be greater than expected or should cash receipts for the realisations of investments be less than expected, this will reduce the amount available for Shareholders in future returns of value.

·          Following the Investment Policy Amendment, the Company will be unable to make new investments other than to honour existing contractual commitments or to preserve the value of underlying security or otherwise to invest realised cash in liquid cash-equivalent securities for the purposes of cash management, pending its return to Shareholders, in accordance with the Investment Policy Amendment. The value of such cash-equivalent securities, including the Company's cash balances, may fluctuate and the amount of value available to be returned to Shareholders may decrease as a result.

·          While the Company intends to continue to pay dividends to Shareholders following the commencement of the Managed Wind-Down, this is reliant on, among other things, the Group continuing to own assets generating sufficient income and cash flow in order to pay dividends. This means that there can be no assurance that the Company will be able to make the dividend payments which it expects to make.

·          In the event that Resolution 2 is not approved by Shareholders, the Company will not be able to deploy the relevant portion of the proceeds received from the Field Sale to repay the outstanding amount owed by the Company under the Revolving Credit Facility. If the Revolving Credit Facility is not repaid using the proceeds from the Field Sale, the Revolving Credit Facility may need to be extended, which may attract a significantly higher interest rate than the current fixed rate coupon of 6% which, in turn, would reduce the amount available for Shareholders in future returns of value.

·          In the event that Resolution 4 is not approved by Shareholders, the IMA Amendment would not become effective and the existing fee arrangements contained in the Investment Management Agreement would continue until such time that an alternative proposal was approved by Shareholders. This may result in the Investment Manager not being adequately incentivised to execute disposals in a timely manner and on terms that are in the best interests of the Company and its Shareholders, and may therefore adversely impact returns to Shareholders in connection with the Managed Wind-Down.

·          In the event that the Field Sale and/or the LED Facility Sale are not approved by Shareholders pursuant to Resolutions 2 and 3 respectively, alternative counterparties may need to be identified to acquire the Field Debt Facility and/or the LED Facility who may not be willing to acquire either of the facilities for carrying value. This may therefore adversely impact returns to Shareholders in connection with the Managed Wind-Down.

 

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