TIDMTLEI TIDMTLEP
RNS Number : 5295G
ThomasLloyd Energy Impact Trust PLC
16 November 2022
ThomasLloyd Energy Impact Trust plc
LEI: 254900V23329JCBR9G82
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, NEW ZEALAND,
CANADA, SINGAPORE, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY
MEMBER STATE OF THE EEA (OTHER THAN ANY MEMBER STATE OF THE EEA
WHERE THE COMPANY'S SECURITIES MAY BE LEGALLY MARKETED), OR ANY
OTHER JURISDICTION WHERE SUCH DISTRIBUTION IS UNLAWFUL, OR TO ANY
NATIONAL, RESIDENT OR CITIZEN OF THE UNITED STATES, AUSTRALIA, NEW
ZEALAND, CANADA, SINGAPORE, JAPAN OR ANY MEMBER STATE OF THE EEA
(OTHER THAN ANY MEMBER STATE OF THE EEA WHERE THE COMPANY'S
SECURITIES MAY BE LEGALLY MARKETED).
16 November 2022
ThomasLloyd Energy Impact Trust plc
Results of Subsequent Placing
ThomasLloyd Energy Impact Trust plc ("TLEI" or the "Company"),
the renewable energy investment trust providing direct access to
sustainable energy infrastructure in fast growing and emerging
economies in Asia, is pleased to announce that it has raised gross
proceeds of $35.3 million by way of the Subsequent Placing
announced on 8 November 2022. The Subsequent Placing will result in
the issue of 34,277,228 New Ordinary Shares at the Placing Price of
$1.030 (GBP0.865 being the announced sterling equivalent Placing
Price) per Ordinary Share.
The net proceeds of the Subsequent Placing will be used to
acquire and construct new projects in the Company's pipeline. The
Company has a near-term pipeline of potential investments totalling
over US$750 million, which includes approximately US$380 million of
exclusive acquisition and organic follow-on opportunities, with the
remainder being new acquisition opportunities in various stages of
due diligence.
Applications have been made to the FCA for the 34,277,228 New
Ordinary Shares issued pursuant to the Subsequent Placing to be
admitted to the premium segment of the Official List and to the
London Stock Exchange for the New Ordinary Shares to be admitted to
trading on its main market for listed securities. Admission is
expected to become effective, and dealings in the New Ordinary
Shares are expected to commence, at 8.00 a.m. on 18 November 2022.
Following Admission, the New Ordinary Shares will rank pari passu
in all respects with the existing Ordinary Shares.
Immediately following Admission, the Company's issued share
capital will comprise 175,684,705 Ordinary Shares, none of which
will be held in treasury. Each Ordinary Share carries the right to
one vote and, therefore, the total number of voting rights in the
Company on Subsequent Admission will be 175,684,705. This figure
may be used by Shareholders and other investors as the denominator
for the calculations by which they will determine if they are
required to notify their interest in, or a change to their interest
in, the Company under the FCA's Disclosure Guidance and
Transparency Rules.
The New Ordinary Shares will be entitled to receive the
quarterly dividend for the period to 30 September 2022.
Any capitalised terms used but not otherwise defined in this
announcement have the meanings set out in the Prospectus published
by the Company on 19 November 2021.
Commenting on today's announcement Sue Inglis, Chair of
ThomasLloyd Energy Impact Trust plc, said:
" This capital raise of US$35.3 million is a great achievement
in challenging market conditions and I would like to thank our
existing and new shareholders for their support and engagement
during the process. The support for the IPO and this placing, with
total funds raised to date of US$181 million (including the seed
assets at IPO), reaffirms the increasing appetite for real impact
investments that make a difference. ThomasLloyd Energy Impact Trust
remains the only investment trust listed on the London stock
exchange providing direct access to sustainable energy
infrastructure assets in fast-growing and emerging economies in
Asia. "
Michael Sieg, Group Chief Executive of the Investment Manager,
commented:
" A t a time when world leaders, policy makers and delegates
from nearly 200 countries at COP27 are urging immediate action to
the climate crisis, the success of this institutional placing has
demonstrated that our existing and new investors understand the
compelling case to increase the flow of capital to climate-related
energy infrastructure projects in developing countries across
Asia.
Asia is the world's largest and fastest growing consumer of
energy by far, and it is also the largest emitter of carbon
dioxide. As Asia emits nearly 4x as much CO(2) for every US Dollar
of GDP than the four largest countries in Europe on average, it is
critical that we address this challenge to achieve a Net-Zero
world. The capital TLEI has raised so far, when deployed in
emerging and developing Asia, is equivalent to nearly US$725
million invested in Europe. We have a substantial pipeline of
renewable energy assets and look forward to accelerating our
deployment."
Enquiries:
ThomasLloyd Group (Investment Manager)
Anneliese Diedrichs Tel: +41 (0)79 659 6513
Anneliese.diedrichs@thomas-lloyd.com
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 (Sales)
Sohail Akbar (ECM Syndicate)
Camarco Tel: +44 (0)20 3757 4982
Louise Dolan thomaslloyd@camarco.co.uk
Eddie Livingstone-Learmonth
Phoebe Pugh
About ThomasLloyd Energy Impact Trust plc
ThomasLloyd Energy Impact Trust plc (TLEI) listed on the premium
segment of the main market of the London Stock Exchange in December
2021 and was awarded the Green Economy Mark upon admission.
In 2021, ThomasLloyd Group participated in the Mobilising
Institutional Capital Through Listed Product Structures (MOBILIST)
competition, which engaged financial institutions in a search for
the best sustainable infrastructure proposals that can list either
on the London Stock Exchange or local exchanges. ThomasLloyd Group
was the first fund manager to complete this process successfully
and received US$32.3 million in investment from the UK government
into the Company.
The Company has a 'Triple Return' investment objective which
consists of:
- providing shareholders with attractive dividend growth and
prospects for long-term capital appreciation (the financial
return);
- protecting natural resources and the environment (the environmental return); and
- delivering economic and social progress, helping build
resilient communities and supporting purposeful activity (the
social return).
The Company seeks to achieve its investment objective by
investing directly in a diversified portfolio of sustainable energy
infrastructure assets in the fast-growing and emerging economies in
Asia. The assets will be unlisted sustainable energy infrastructure
assets in the areas of renewable energy power generation,
transmission infrastructure, energy storage and sustainable fuel
production, including utilising different technologies to reduce
revenue variability.
The Company aims to generate additional value for its investors
through focusing its investments on construction-ready or
in-construction projects. The Company only invests in such
pre-operational assets where: (i) an offtake agreement has been
entered into; (ii) the land on which the project is situated is
identified or contractually secured where appropriate; and (iii)
all relevant permits have been granted.
Offtake agreements will typically benefit from long-term
fixed-price PPAs, capacity contracts or other similar revenue
contracts with creditworthy (primarily investment grade) private
and public sector buyers.
TLEI classifies under Article 9 of the EU Sustainable Finance
Disclosure Regulation (SFDR) as a financial product that has
sustainable investment as its objective. As a fund that invests in
renewable energy infrastructure, TLEI substantially contributes to
climate mitigation under the EU Green Taxonomy.
Further information on the Company can be found on its website (
www.tlenergyimpact.com ).
About the Investment Manager
The Company's investment manager is ThomasLloyd Global Asset
Management (Americas) LLC (the "Investment Manager"), a
wholly-owned subsidiary of ThomasLloyd Group ("ThomasLloyd" or the
"ThomasLloyd Group"). Founded in 2003, the ThomasLloyd Group is a
leading impact investor and provider of climate financing.
ThomasLloyd is a pure play impact investor and aims to apply a
robust, socially and environmentally responsible investment
approach that is geared towards reducing carbon emissions and
improving economic prospects, while reducing investment risk
through diversification across countries, technologies and
currencies.
Over the last decade, ThomasLloyd has deployed over US$1 billion
across 18 projects in renewable energy power generation,
transmission and sustainable fuel production with a total capacity
in excess of 700 MW.
Since 2013, ThomasLloyd has been measuring and reporting on the
impact of its investments, creating an empirical database showing
the positive impact of their investments in sustainable energy
infrastructure in high growth and emerging markets in Asia.
IMPORTANT NOTICES
Neither this announcement nor any part or copy of it may be
taken or transmitted into the United States, Australia, Canada,
South Africa or Japan, or distributed directly or indirectly to US
Persons (as defined below) or in the United States, Australia,
Canada, South Africa, New Zealand or Japan. Any failure to comply
with this restriction may constitute a violation of applicable law.
This announcement does not constitute an offer of securities to the
public in the United States, Australia, Canada, South Africa, New
Zealand or Japan or in any other jurisdiction. Persons into whose
possession this announcement comes should observe all relevant
restrictions. There will be no public offer of the shares in the
United States, Australia, Canada, South Africa, New Zealand or
Japan.
The Company has not been and will not be registered under the
U.S. Investment Company Act of 1940, as amended (the "Investment
Company Act") and as such investors will not be entitled to the
benefits of the Investment Company Act. The shares have not been
and will not be registered under the U.S. Securities Act of 1933,
as amended (the "Securities Act") or with any securities or
regulatory authority of any state or other jurisdiction of the
United States and may not be offered, sold, exercised, resold,
transferred or delivered, directly or indirectly, into or within
the United States or to, or for the account or benefit of, U.S.
Persons (as defined in Regulation S under the Securities Act,
"Regulation S"), except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act and in compliance with any applicable securities
laws of any state or other jurisdiction in the United States. There
will be no public offer of the shares in the United States. Subject
to certain limited exceptions, the shares will only be offered or
sold only outside the United States to non U.S. Persons in offshore
transactions in reliance on the exemption from the registration
requirements of the Securities Act provided by Regulation S
thereunder.
Neither the U.S. Securities and Exchange Commission ("SEC") nor
any state securities commission has approved or disapproved of the
shares or passed upon or endorsed the merits of the offering of the
shares or the adequacy or accuracy of the Prospectus or this
announcement. Any representation to the contrary is a criminal
offence in the United States.
The shares may not be acquired by: (i) investors using assets
of: (A) an "employee benefit plan" as defined in Section 3(3) of
the United States Employee Retirement Income Security Act of 1974,
as amended ("ERISA") that is subject to Title I of ERISA; (B) a
"plan" as defined in Section 4975 of the United States Internal
Revenue Code of 1986, as amended (the "U.S. Tax Code"), including
an individual retirement account or other arrangement that is
subject to Section 4975 of the U.S. Tax Code; or (C) an entity
whose underlying assets are considered to include "plan assets" by
reason of investment by an "employee benefit plan" or "plan"
described in preceding clause (A) or (B) in such entity pursuant to
the U.S. Plan Assets Regulations; or (ii) a governmental, church,
non-U.S. or other employee benefit plan that is subject to any
federal, state, local or non-U.S. law that is substantially similar
to the provisions of Title I of ERISA or Section 4975 of the U.S.
Tax Code (collectively, "Benefit Plan Investors") unless its
purchase, holding, and disposition of the shares will not
constitute or result in a non-exempt violation of any such
substantially similar law.
In addition, the shares are subject to restrictions on
transferability and resale in certain jurisdictions and may not be
transferred or resold except as permitted under applicable
securities laws and regulations and under the articles of
incorporation of the Company. Any failure to comply with these
restrictions may constitute a violation of the securities laws of
any such jurisdictions.
The Issue is not being made available to any investor domiciled
in any EEA Member State unless: (i) the AIFM has confirmed that it
has made the relevant notifications or applications in that EEA
Member State and is lawfully able to market shares into that EEA
Member State; or (ii) such investors have received any materials in
connection with the Issue on the basis of an enquiry made on the
investor's own initiative.
INFORMATION TO DISTRIBUTORS
Target Market Assessment
Solely for the purposes of the product governance requirements
contained within the FCA's PROD3 Rules on product governance within
the FCA Handbook (the "FCA PROD3 Rules") and disclaiming all and
any liability, whether arising in tort, contract or otherwise,
which any "manufacturer" (for the purposes of the FCA PROD3 Rules)
may otherwise have with respect thereto, the shares have been
subject to a product approval process, which has determined that
such shares are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional
clients and eligible counterparties, each as defined in FCA
Glossary; and (ii) eligible for distribution through all
distribution channels as are permitted by PROD3 (the "Target Market
Assessment").
Notwithstanding the Target Market Assessment, distributors
should note that: the price of the shares may decline and investors
could lose all or part of their investment; the shares offer no
guaranteed income and no capital protection; and an investment in
the shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are
capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses
that may result therefrom. The Target Market Assessment is without
prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, each of Shore Capital and Peel Hunt will only procure
investors who meet the criteria of professional clients and
eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (i) an assessment of suitability or appropriateness
for the purposes of the FCA PROD3 Rules; or (ii) a recommendation
to any investor or group of investors to invest in, or purchase, or
take any other action whatsoever with respect to the shares.
Each Distributor is responsible for undertaking its own target
market assessment in respect of the shares and determining
appropriate distribution channels.
PRIIPs Regulation
In accordance with the UK version of the EU PRIIPs Regulation
(1286/2014) which is part of UK law by virtue of the European Union
(Withdrawal) Act 2018, as amended and supplemented from time to
time (the "UK PRIIPS Laws"), a key information document in respect
of an investment in the shares has been prepared by the Distributor
and made available to investors at www.tlenergyimpact.com .
Accordingly, if you are distributing shares, it is your
responsibility to ensure that the key information document is
provided to any relevant clients.
This information is provided by RNS, the news service of the
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END
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