TIDMTENT
RNS Number : 9154D
Triple Point Energy Transition PLC
24 October 2022
NEITHER THIS ANNOUNCEMENT NOR ANYTHING HEREIN FORMS THE BASIS
FOR ANY OFFER TO PURCHASE OR SUBSCRIBE FOR ANY SHARES OR OTHER
SECURITIES IN TRIPLE POINT ENERGY TRANSITION PLC NOR SHALL IT FORM
THE BASIS FOR ANY CONTRACT OR COMMITMENT WHATSOEVER.
24 October 2022
Triple Point Energy Transition plc
("TENT" or the "Company")
Migration to Trading on the Premium Segment of the Main Market
of the London Stock Exchange and Admission to the Premium Listing
Segment of the Official List of the FCA
The Board of Triple Point Energy Transition plc is pleased to
announce that it has received confirmation from the Financial
Conduct Authority (the "FCA") that the Company is eligible for the
admission of its ordinary shares (the "Ordinary Shares") to the
premium listing segment of the Official List of the FCA.
Accordingly, the Company has made applications to the FCA and
London Stock Exchange plc (the "London Stock Exchange"),
respectively, for admission of the Ordinary Shares to the premium
listing segment of the Official List of the FCA and for a transfer
of the Ordinary Shares from trading on the Specialist Fund Segment
to the Premium Segment of the Main Market of the London Stock
Exchange (the "Migration").
The Premium Segment of the Main Market is an established market
which is accessible to a wide range of investors. Accordingly, the
Migration is anticipated to result in an increase of the Company's
profile as an investment company, together with an increase in
liquidity and diversification of its share register with access to
blue chip UK and international investors as well as a potential
FTSE index inclusion.
Since its IPO, the Company has voluntarily complied with the
Listing Rules. However, as a Company whose shares are admitted to
the premium listing segment of the Official List, the Company will
now be required formally to comply with the Listing Rules, in
particular Chapter 15 of the Listing Rules for closed-ended
investment funds.
Admission is expected to occur with effect from 8.00 a.m. on 28
October 2022 ("Admission").
The Company's existing ticker, ISIN, LEI and SEDOL will remain
unchanged.
Working capital
In accordance with LR6.7.1R, the Company is of the opinion that
the working capital available to the Group is sufficient for its
present requirements, that is for at least the next 12 months from
the date of this announcement.
Investment Policy
As a result of the eligibility review, the Company has agreed
with the FCA to make certain non-material amendments to its
Investment Policy. Specifically, the Company has agreed to clarify
the investment restrictions with regards to debt
investments/commitments.
The amended Investment Policy, which has been approved by the
Board, is set out in the Appendix to this announcement.
FOR FURTHER INFORMATION:
Triple Point Investment Management LLP
Jonathan Hick / Ben Beaton +44 (0) 20 7201 8989
J.P. Morgan Cazenove
William Simmonds / Jérémie
Birnbaum (Corporate Finance)
James Bouverat / Liam MacDonald-Raggett
(Sales) +44 (0) 20 7742 4000
Akur Capital
Tom Frost / Anthony Richardson / Siobhan
Sergeant +44 (0) 20 7493 3631
LEI: 213800UDP142E67X9X28
NOTES TO EDITORS:
The Company is an investment trust which aims to have a positive
environmental impact by investing 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 GBP21m 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 GBP8m of senior debt finance to an
established CHP asset in Teeside 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 GBP26.6m (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 GBP19.6m (excluding costs) - December
2021
-- BESS Portfolio : commitment to provide a debt facility of
GBP45.6m 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 : Commitment to fund GBP1m to a
lighting solutions provider to install efficient lighting and
controls at a leading logistics company - June 2022
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.
The Company was admitted to trading on the Specialist Fund
Segment of the Main Market of the London Stock Exchange on 19
October 2020 and was awarded the London Stock Exchange's Green
Economy Mark.
For more information, please visit
http://www.tpenergytransition.com/
IMPORTANT INFORMATION
Each of Akur Limited ("Akur") (which is regulated in the UK by
the FCA) and J.P. Morgan Securities plc (which conducts its UK
investment banking activities as "J.P. Morgan Cazenove") (which is
authorised by the Prudential Regulation Authority (the "PRA) and
regulated in the UK by the FCA and the PRA), is acting exclusively
for the Company and for no--one else in connection with the
Migration and other matters described in this announcement and will
not regard any other person as its client in relation thereto and
will not be responsible to anyone for providing the protections
afforded to its clients or providing any advice in relation to the
matters described herein. Neither Akur nor J.P. Morgan Cazenove,
nor any of their respective directors, officers, employees,
advisers or agents accepts any responsibility or liability
whatsoever for this announcement, its contents or otherwise in
connection with it or any other information relating to the
Company, whether written, oral or in a visual or electronic
format.
APPIX
Investment policy
The Company intends to achieve its investment objective by
investing in a diversified portfolio of Energy Transition Assets
typically via the acquisition of equity in, or the provision of
debt financing to, the relevant Investee Company. The Company may
invest in opportunities in the United Kingdom (and the Crown
Dependencies) and Europe.
The Group will invest in a range of Energy Transition Assets
which meet the following criteria:
-- contribute towards the energy transition to lower, or zero, carbon emissions
-- are established technologies
-- contribute to the generation of stable and predictable income
across the Company's portfolio, as a whole, arising from:
o long-term revenues based on availability, usage, consumption
or energy savings-based contracts with good quality industrial,
governmental, and corporate Counterparties or off-takers (as
assessed by the Investment Manager's due diligence processes),
including Counterparties which represent multiple end-users; or
o assets with income from wholesale or merchant sources
(including, but not limited to, battery energy storage, pumped
storage or other power storage and discharge systems and renewable
power assets), typically where the Investee Company benefits from
an option to put in place a long term fixed contractual price if it
deems it necessary to do so and where operated by a reputable
operator; and
-- entitle the Company to receive cash flows over the medium to
long-term in Developed Country Currencies. The Company may, but
does not intend to, enter into any currency hedging
arrangements.
The Group's portfolio of Energy Transition Assets will
predominantly comprise operational Energy Transition Assets. It
will invest in either single assets or portfolios of multiple
assets.
Subject to the investment restrictions set out below, the Group
may, also invest in assets that are in the Development Phase or the
Construction Phase, either directly or through funding of a
third-party developer, where such investments will deliver an
attractive risk adjusted return.
In addition, the Company may invest in or acquire minority
interests in companies with a strategy that aligns with the
Company's overarching investment objective, such as developers,
operators or managers of Energy Transition Assets ("Other Related
Companies")
The Group will seek to diversify its commercial exposure through
contractual relationships, directly or indirectly (through the
Investee Company), with a range of different Counterparties and
off-takers, as appropriate to the relevant investment.
Investments may be acquired from a single or a range of vendors
and the Group may also enter into joint venture arrangements
alongside one or more co-investors, where the Group retains control
or has strong minority protections. Recognising the different risk
profiles and business models of the various technologies, the Group
can invest across both debt and equity investments. Debt
investments will include market standard downside protections
including, but not limited to, cash reserve accounts, security and
have robust contractual and covenant protections.
Investment restrictions
The Company will invest and manage its assets with the objective
of spreading risk and, in doing so, will maintain the following
investment restrictions:
-- no single debt commitment or debt investment to fund, via an
Investee Company, one or more Energy Transition Asset(s) will
represent more than 20 per cent. of Adjusted Gross Asset Value. No
single equity investment into an Energy Transition Asset directly
or via an Investee Company, will represent more than 20 per cent.
of Adjusted Gross Asset Value except, where the Group has control
over an Investee Company which holds multiple Energy Transition
Assets and such assets are standalone economic operations, between
which risk can be apportioned separately, this restriction shall
apply to each individual Energy Transition Asset;
-- the aggregate maximum exposure to any Counterparty will not
exceed 20 per cent. of Adjusted Gross Asset Value (and where an
Energy Transition Asset derives revenues from more than one source,
the relevant Counterparty exposure in each case shall be calculated
by reference to the proportion of revenues derived from payments
received from the Counterparty, rather than any other source). This
restriction does not apply to circumstances where all, or
substantially all, of the revenue generated by an Energy Transition
Asset is derived through connection to the wholesale electricity
market, for example, transmission or distribution networks, where
there are multiple potential off-takers;
-- the aggregate maximum exposure to assets in the Development
Phase and the Construction Phase will not exceed, 25 per cent. of
Adjusted Gross Asset Value, provided that, within this limit, the
aggregate maximum exposure to assets in the Development Phase will
not exceed 5 per cent. of Adjusted Gross Asset Value, and the
aggregate exposure to any one Developer will not exceed 10 per
cent. of Adjusted Gross Asset Value. The restriction on
Construction Phase assets will not apply to assets where on-site
commissioning is expected to be completed within a period of three
months and any equipment on order is sufficiently insurance
wrapped;
-- at least 70 per cent. of the value of the Group's portfolio
of Energy Transition Assets will comprise United Kingdom based
investment;
-- the Group will not invest more than 5 per cent. of Adjusted
Gross Asset Value, in aggregate, in the acquisition of minority
stakes in Other Related Companies, and at all times such
investments will only be made with appropriate minority protections
in place;
-- neither the Group nor any of the Investee Companies will
invest in any UK listed closed-ended investment companies; and
-- the Company will not conduct any trading activities which are
significant in the context of the Group as a whole.
Compliance with the above investment limits will be measured at
the time of investment or in the case of commitment at the time of
commitment, and noncompliance resulting from changes in the price
or value of assets following investment will not be considered as a
breach of the investment limits.
For the purposes of the foregoing, the term "Adjusted Gross
Asset Value" shall mean the aggregate value of the total assets of
the Company as determined using the accounting principles adopted
by the Company from time to time as adjusted to include any
third-party debt funding drawn by, or available to, any
unconsolidated Holding Entity.
Borrowing Policy
The Directors intend to use gearing to enhance the potential for
income returns and long-term capital growth, and to provide capital
flexibility. However, the Company will always follow a prudent
approach for the asset class with regards to gearing, and the Group
will maintain a conservative level of aggregate borrowings.
Gearing will be employed either at the level of the Company, at
the level of any Holding Entity or at the level of the relevant
Investee Company and any limits set out in this document shall
apply on a look-through basis. The Company's target medium term
gearing for the Wider Group will be up to 40 per cent. of Gross
Asset Value, calculated at the time of drawdown.
The Group may enter into borrowing facilities at a higher level
of gearing at the Investee Company or Holding Entity, provided that
the aggregate borrowing of the Wider Group shall not exceed a
maximum of 45 per cent. of Gross Asset Value, calculated at the
time of drawdown.
Debt may be secured with or without a charge over some or all of
the Wider Group's assets, depending on the optimal structure for
the Group and having consideration to key metrics including lender
diversity, cost of debt, debt type and maturity profiles.
Intra-group debt between the Company and (i) Holding Entities
and/or (ii) Investee Companies subsidiaries will not be included in
the definition of borrowings for these purposes.
Hedging and Derivatives
The Company will not employ derivatives for investment purposes.
Derivatives may however be used for efficient portfolio
management.
The Wider Group will only enter into hedging contracts (in
particular, in respect of inflation, interest rate, currency,
electricity price and commodity price hedging) and other derivative
contracts when they are available in a timely manner and on
acceptable terms. The Company reserves the right to terminate any
hedging arrangement in its absolute discretion. Any such hedging
transactions will not be undertaken for speculative purposes. The
Company can, but does not intend to, enter into any currency
hedging.
Cash management
The Company may hold cash on deposit for working capital
purposes and awaiting investment 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.
Definitions
"Adjusted Gross Asset for the purposes of the Investment Policy,
Value" or "Adjusted the aggregate value of the total assets
GAV" of the Company as determined using the
accounting principles adopted by the
Company from time to time, as adjusted
to include any third-party debt funding
drawn by, or available to, any unconsolidated
Holding Entity
"Board" the board of directors of the Company
or any duly constituted committee thereof
------------------------------------------------
"Company" Triple Point Energy Transition plc
------------------------------------------------
"Construction Phase" in respect of a new development Energy
Transition Asset, the phase where contracts
have been agreed and relevant permits
are in place
------------------------------------------------
"Counterparty" In the case of an equity investment,
the contracting counterparty from which
the Group, directly or indirectly, generates
revenue. In the case of a debt commitment
or debt investment, the borrower
------------------------------------------------
"Crown Dependencies" the Bailiwick of Jersey, the Bailiwick
of Guernsey and the Isle of Man
------------------------------------------------
"Developed Country GBP, USD, Euro or such other currency
Currency" of a country classified by the United
Nations Secretariat as having a developed
economy that the Board determines, from
time to time, to provide low currency
risk
------------------------------------------------
"Development Phase" in respect of a new development Energy
Transition Asset, the initial phase before
relevant contracts or permits are in
place
------------------------------------------------
"Developer" a company or other organisation that
obtains relevant permissions and permits,
for example planning and grid connection,
in order to enable an Energy Transition
Asset to be ready-to-build, such that
construction can commence.
------------------------------------------------
"Energy Transition" the global drive to address the climate
emergency through the transition of energy
systems to lower or zero carbon
------------------------------------------------
"Energy Transition standalone lower carbon, efficient energy
Assets" projects which contribute to Energy Transition
------------------------------------------------
"Euro" or "EUR" the currency adopted by those nations
participating in the third stage of the
economic and monetary union provisions
of the Treaty on European Union, signed
at Maastricht on 7 February 1992
------------------------------------------------
"Europe" together the member states of the European
Economic Area and the European Free Trade
Association, together with Andorra, Monaco
and San Marino
------------------------------------------------
"Feed in Tariff" a UK government programme designed to
promote the uptake of renewable and low-carbon
electricity generation technologies,
via payments at a fixed price for electricity
generated
------------------------------------------------
"Gross Asset Value" the aggregate value of the total assets
of the Company as determined with the
accounting principles adopted by the
Company from time to time
------------------------------------------------
"Group" the Company and the Holding Entities
(together, individually or in any combination
as appropriate)
------------------------------------------------
"Holding Entity" TEEC Holdings Limited and any other holding
companies established by or on behalf
of the Company from time to time to acquire
and/or hold one or more Investee Companies
------------------------------------------------
"Investment Manager" Triple Point Investment Management LLP
------------------------------------------------
"Investee Company" a company or special purpose vehicle
which owns and/or operates one or more
Energy Transition Assets into which the
Group makes an equity or debt investment
------------------------------------------------
"Investment Policy" the Company's published investment policy,
from time to time
------------------------------------------------
"Listing Rules" the listing rules made by the FCA under
section 73A of FSMA, as amended from
time to time
------------------------------------------------
"London Stock Exchange" London Stock Exchange plc
------------------------------------------------
"Main Market" the London Stock Exchange's main market
for listed securities
------------------------------------------------
"Ordinary Shares" ordinary shares of GBP0.01 each in the
capital of the Company and " Ordinary
Share " shall be construed accordingly
------------------------------------------------
"SFS Admission" the admission of the Ordinary Shares
to trading on the Specialist Fund Segment
of the Main Market of the London Stock
Exchange on 19 October 2020 following
the Company's initial public offer
------------------------------------------------
"Shareholder" the holder of Ordinary Shares
------------------------------------------------
"Sterling" or "GBP" the lawful currency of the United Kingdom
or "GBP" or "pence"
------------------------------------------------
"United Kingdom" or the United Kingdom of Great Britain and
"UK" Northern Ireland
------------------------------------------------
"Wider Group" together the Group and the Investee Companies
------------------------------------------------
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