Notice of a Second Requisitioned General Meeting

ThomasLloyd Energy Impact Trust PLC

01 September 2023

 

LEI: 254900VC23329JCBR9G82

1 September 2023

ThomasLloyd Energy Impact Trust plc

(the "Company")

Notice of a Second Requisitioned General Meeting

Introduction

As announced by the Company on 11 August 2023, the Company received a second requisition notice pursuant to section 303 of the Companies Act 2006 in respect of shares beneficially owned by certain entities and funds that are affiliated with the Company's investment manager, ThomasLloyd Global Asset Management (Americas) LLC, (the "Requisitioning Shareholders"), requiring eight resolutions to be put before shareholders (the "Second Requisition"). The resolutions to be put to shareholders at the requisitioned general meeting of the Company to be held on Monday 25 September 2023 at 10.00 a.m. (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 (the "Resolutions").

As a result of the Second Requisition, the Company is required to convene the Second Requisitioned General Meeting now for the purpose of allowing shareholders to consider and vote on the Resolutions. A circular is today being posted to shareholders (the "Circular"); copies will shortly be available for inspection on the Company's website, www.tlenergyimpact.com, and at the National Storage Mechanism, which is located at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

The Board believes that these Resolutions are not in the best interests of the Company or its shareholders as a whole, and unanimously recommends that shareholders vote against all the Resolutions.

reasons why the board recommends SHAREHOLDERS vOte against all the resolutions

At the Company's annual general meeting held on 30 June 2023, shareholders representing over 97 per cent. of the votes cast voted in favour of the re-election of the current Directors.

On 11 July 2023, the Company received a first requisition notice from the Requisitioning Shareholders requiring the Company to convene a general meeting to propose an ordinary resolution that the Company should continue in its present form (a "Continuation Resolution").

At the requisitioned general meeting held on 24 August 2023 (the "First Requisitioned General Meeting"), shareholders representing approximately 58 per cent. of the votes cast voted against the Continuation Resolution, in line with the Board's voting recommendation. Of the total votes cast by shareholders that are independent of the Company's investment manager and the Requisitioning Shareholders, approximately 69 per cent. were cast against the Continuation Resolution. Of the total issued share capital, shareholders representing approximately 53 per cent. voted against the Continuation Resolution.

Given the result of both the vote at the annual general meeting held on 30 June 2023 and at the First Requisitioned General Meeting, the Board has been given support by the majority of shareholders and a clear mandate for the way forward. Following the publication of the result of the First Requisitioned General Meeting, and in light of the outcome, the Company wrote to ThomasLloyd Group Limited requesting that it agree to withdraw the Second Requisition which it has refused to do. The Board is therefore disappointed to have to convene a further general meeting to consider a second set of resolutions proposed by the same Requisitioning Shareholders.

As a fully independent Board of Directors, the current Board's priority is achieving the best outcome for shareholders as a whole. With that in mind, and as announced by the Company on 24 August 2023 and taking into account feedback from shareholders, the current Board is making good progress with a detailed review of the options for the relaunch of the Company. In addition, we are making good progress on a number of other critical workstreams, including the re-evaluation of the Company's 200 MW DC solar PV project to-be-constructed in Rewa Ultra Mega Solar Park in India (known as the 'RUMS Project'), ensuring the ongoing management of the Company's operating assets, finalising the 31 December 2022 and 30 June 2023 valuations, 2022 accounts and audit and 2023 interim report and lifting the suspension of admission to listing and trading of the Company's shares (the "Suspension"). 

For these purposes, the current Directors are working closely with the Company's valuer and auditor as well as other advisers to progress the finalisation of the Company's valuations and accounts, in order to permit the lifting of the Suspension, and will continue to be deeply involved in these workstreams both prior to the Second Requisitioned General Meeting and, if shareholders vote against the Resolutions, following that meeting.

The Board believes that removing the current Directors and appointing new ones who are unfamiliar with the Company will be highly disruptive to the progress of these critical workstreams and will only lead to further delay. The Board has commenced and is already fully engaged in the process of reviewing the options for the future of the Company following the recent vote against the Continuation Resolution and the desire for a relaunch and believes that appointing an entirely new board proposed by the Requisitioning Shareholders will delay that process too.

The Board intends to provide shareholders with a further update in advance of the Second Requisitioned General Meeting.

ARRANGEMENTS FOR THE SECOND REQUISITIONED GENERAL MEETING

The Second Requisitioned General Meeting will be held on Monday, 25 September 2023 at the offices of Stephenson Harwood LLP, 1 Finsbury Circus, London EC2M 7SH at 10.00 a.m.

The Second Requisitioned General Meeting will be held in person. If shareholders decide not to attend the meeting in person, it is important that they do still cast their votes in respect of the business of the meeting and they can do so by voting by proxy in accordance with the instructions set out in the Circular under the heading "Action to be taken in respect of the Second Requisitioned General Meeting".

Recommendation

The Directors unanimously recommend shareholders vote against all the Resolutions to be proposed at the Second Requisitioned General Meeting.

Sue Inglis, Chair of ThomasLloyd Energy Impact Trust plc said: "The current Board is fully committed and determined to oversee the ongoing processes required to deliver the best possible future for the Company. At the forefront of the Board's mind is the desire for a successful relaunch of the Company with an Asian focus and impact strategy. 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 to seek to deliver this objective. Accordingly, the Board is recommending shareholders to vote against all the requisitioned resolutions."

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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