TIDMTLEI TIDMTLEP
RNS Number : 3696K
ThomasLloyd Energy Impact Trust PLC
24 August 2023
LEI: 254900V23329JCBR9G82
24 August 2023
ThomasLloyd Energy Impact Trust plc
(the " Company " )
Results of Requisitioned General Meeting and Adjourned Annual
General Meeting
ThomasLloyd Energy Impact Trust plc announces the results of the
Requisitioned General Meeting (the "Requisitioned GM") and the
Adjourned Annual General Meeting (the "Adjourned AGM") of the
Company held today. All resolutions were voted on by a poll.
As set out in the circular to shareholders dated 31 July 2023,
which contained the Notice of Requisitioned General Meeting and
Notice of Adjourned Annual General Meeting (the "Circular"), the
resolutions proposed at the Requisitioned GM and the Adjourned AGM
were necessarily exactly the same (save for the numbering of the
resolutions).
Shareholders representing approximately 58% of the votes cast
voted against the Continuation Resolution proposed at each of the
Requisitioned GM and the Adjourned AGM, in line with the Board's
recommendation.
Of the total votes cast by shareholders that are independent of
the Company's Investment Manager, ThomasLloyd Global Asset
Management (Americas) LLC and other entities and funds affiliated
with it, approximately 69% were cast against the Continuation
Resolution proposed at each of the Requisitioned GM and the
Adjourned AGM.
Shareholders representing approximately 53% of the total issued
share capital of the Company voted against the Continuation
Resolution proposed at each of the Requisitioned GM and the
Adjourned AGM.
The results of the polls were:
At the Requisitioned GM:
Resolution Votes For Votes Against Votes Withheld Issued Share Capital Voted
No. % No. % No. %
1 The Continuation Resolution 67,562,009 42.0 93,197,333 58.0 5,276 91.5
Authority to make market purchases
2 of own shares 160,671,318 99.9 73,024 0.1 20,276 91.5
3 Authority to convene a general 160,671,275 99.9 73,067 0.1 20,276 91.5
meeting on not less than 14 clear
days' notice
At the Adjourned AGM:
Resolution Votes For Votes Against Votes Withheld Issued Share Capital Voted
No. % No. % No. %
5 The Continuation Resolution 67,967,524 41.9 94,215,894 58.0 5,276 92.3
Authority to make market purchases
6 of own shares 161,531,521 99.9 151,897 0.1 505,276 92.0
7 Authority to convene a general 162,030,159 99.9 153,259 0.1 5,276 92.3
meeting on not less than 14 clear
days' notice
Shareholders are entitled to one vote per share. Votes withheld
are not a vote in law and are therefore not counted in the
calculation of the percentages of the votes cast for and against a
resolution. Where shareholders appointed the Chair as their proxy
with discretion as to voting, their votes were cast against
resolutions 1 and 5 and their votes have been included in the
"votes against" column. Where shareholders appointed the Chair as
their proxy with discretion as to voting, their votes were cast for
resolutions 2, 3, 6 and 7 and their shares have been included in
the "votes for" column.
The total number of ordinary shares of US$0.01 each in issue is
175,684,705. The total number of voting rights is: 175,684,705.
Next steps
In accordance with the Company's articles of association and as
set out in the Company's announcement of 31 July 2023, as the
Continuation Resolution has not passed, the Board is required to
bring forward proposals for the future of the Company for
consideration by shareholders within four months of the date of the
vote on the Continuation Resolution being held. The Board is
commencing, therefore, an immediate review of the options for the
Company's future. As feedback from recent shareholder engagement
has reiterated the importance to many shareholders of the impact
strategy which the Company was established to deliver, the Board's
review will include inviting proposals for a relaunch of the
Company. The Board will consult and update shareholders at key
stages of the review process.
In addition to the review of options for the Company's future,
the Board's immediate priorities include:
-- completing the re-evaluation of the RUMS Project, consulting
shareholders with regard to the outcome of the re-evaluation and,
subject to shareholder feedback, implementing the outcome;
-- ensuring the ongoing management of the Company's operating
assets and providing shareholders with an update on the performance
of those assets;
-- finalising the 31 December 2022 and 30 June 2023 valuations,
2022 accounts and audit and 2023 interim report; and
-- lifting the Suspension.
The Continuation Resolution having been voted down, the Board
will now finalise its plans for progressing these important
workstreams, including setting out a timescale for delivering its
immediate priorities, and will make a further announcement shortly.
The Board intends to provide shareholders with regular updates as
the workstreams progress.
Sue Inglis, Chair of ThomasLloyd Energy Impact Trust plc, said:
" S hareholders representing a notable majority of the Company's
issued share capital, and independent shareholders by a majority of
more than two to one (based on shares held), have supported the
Board by voting against continuation at today's shareholder
meetings. The Board would like to thank shareholders for their
support and giving the Board a clear mandate for the way forward.
In addition to completing the key workstreams required for lifting
the share trading suspension, the Board will also now develop
proposals for the Company's future, consulting and updating
shareholders at key stages during this process."
Capitalised terms used in this announcement shall, unless
otherwise defined, have the same meanings as set out in the
circular to shareholders dated 31 July 2023.
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 Tel: +44 (0)20 3696 7260
(Financial Adviser to the Company)
John Craven / Douglas Gilmour
Camarco (PR Adviser) Tel: +44 (0)20 3757 4982
Louise Dolan / Eddie Livingstone-Learmonth / Phoebe Pugh thomaslloyd@camarco.co.uk
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END
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August 24, 2023 07:23 ET (11:23 GMT)
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