TIDMTLEI TIDMTLEP
RNS Number : 0344L
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 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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