ThomasLloyd Energy Impact Trust PLC Requisition of a General Meeting (8428F)
13 7월 2023 - 12:49AM
UK Regulatory
TIDMTLEI TIDMTLEP
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: +4 4 (0)20 3757 1892
Sue Inglis, Chair
Shore Capital (Joint Corporate Broker) Tel: +44 (0)20 7408 4050
Robert Finlay / Rose Ramsden (Corporate)
Adam Gill / Matthew Kinkead / William Sanderson (Sales)
Fiona Conroy (Corporate Broking)
Peel Hunt LLP (Joint Corporate Broker) Tel: +44 (0)20 7418 8900
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: +44 (0)20 3696 7260
Ben Mingay
John Craven
Camarco (PR Adviser) Tel: +44 (0)20 3757 4982
Louise Dolan thomaslloyd@camarco.co.uk
Eddie Livingstone-Learmonth
Phoebe Pugh
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END
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July 12, 2023 11:49 ET (15:49 GMT)
Thomaslloyd Energy Impact (LSE:TLEP)
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