TIDMTLEI TIDMTLEP
RNS Number : 7250B
ThomasLloyd Energy Impact Trust PLC
06 June 2023
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT MAY
CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE UK'S MARKET
ABUSE REGULATION. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, SUCH
INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC
DOMAIN.
LEI: 254900VC23329JCBR9G82
6 June 2023
ThomasLloyd Energy Impact Trust plc (the " Company " )
Notice of Annual General Meeting and Dividend Declaration
On 24 April 2023, the Company announced that, in the process of
preparing its annual report and accounts for the year ended 31
December 2022 (the "2022 Annual Report and Accounts"), the Company
had been made aware of material uncertainty regarding the fair
value of certain of its assets and liabilities. This uncertainty
relates, in particular, to the 200 MW construction-ready asset in
Rewa Ultra Mega Solar Park (the "RUMS Project") held by a
wholly-owned special purpose subsidiary, Talettutayi Solar Projects
Nine Private Limited (the "SPV"), of the Indian renewable energy
platform that the Company has invested in ("SolarArise"). The RUMS
Project is the sole sustainable energy infrastructure asset of the
SPV and the sole construction asset in the Company's portfolio.
Accordingly, the Company announced that further work was required
involving the Company's auditors and other professional advisers to
clarify the Company's financial position and that, pending the
completion of that work, the Company was not in a position to
publish the 2022 Annual Report and Accounts within the deadline
prescribed by the Disclosure Guidance and Transparency Rules.
Consequently, the Company sought an immediate suspension of listing
and trading which became effective at 7.30 a.m. on 25 April 2023
(the "Suspension").
As explained in more detail below, the Company is not yet in a
position to finalise its 2022 Annual Report and Accounts.
Notwithstanding this, under the UK Companies Act 2006 (the
"Companies Act"), the Company is obliged to hold an annual general
meeting on or before 30 June 2023. The Company will therefore hold
its 2023 annual general meeting (the "Annual General Meeting" or
"AGM") at the offices of JTC (UK) Limited, The Scalpel, 18th Floor,
52 Lime Street, London EC3M 7AF at 10.00 a.m. on Friday, 30 June
2023. The notice of the Annual General Meeting (the "Notice of
AGM") will be posted to shareholders today, and 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 .
For the reasons set out in detail below, the Board of Directors
of the Company (the "Board") is recommending that shareholders vote
in favour of Resolutions 1 to 4 to be proposed at the AGM and that
shareholders abstain from voting on Resolutions 5 to 7 as the Chair
will seek an adjournment of the AGM prior to putting those
resolutions to the meeting.
RUMS PROJECT
The SPV successfully bid for the RUMS Project in a reverse
auction conducted on 19 July 2021 and received the letter of award
on 1 September 2021. Power purchase agreements ("PPAs") were signed
on 25 November 2021 with Rewa Ultra Mega Solar Limited ("RUMSL"),
the operator of the solar park of which the RUMS Project forms
part, and M.P. Power Management Company Limited and Indian
Railways, with a fixed rate tariff of INR 2.339 per kWh for 25
years. The original deadline for the scheduled commercial operating
date ("SCOD") was 25 June 2023, but in September 2022 this was
extended to 8 September 2023 due to a delay by RUMSL in getting the
initial tariff and other related approvals from the state
regulatory agencies. The original bid projections were for an
overall project cash cost of INR 5,880 million (US$78.4 million)
funded by debt of INR 4,700 million (US$62.7 million) and equity of
INR 1,180 million (US$15.7 million) with an INR IRR of 13.5 per
cent. It was expected that the equity financing required for the
construction of the RUMS Project would be funded entirely from
existing cash resources within SolarArise and ongoing operating
cash flow from its operational solar portfolio.
During Board meetings held in the week of 17 April 2023, the
Company's investment manager, ThomasLloyd Global Asset Management
(Americas) LLC (the "Investment Manager"), advised the Board that
the SPV's contract with the engineering, procurement and
construction ("EPC") contractor would need to be signed imminently.
During those meetings it became apparent that the cost of the RUMS
Project and the attendant equity funding requirement had gone up
significantly thereby calling into question its economic viability.
These cost increases had arisen principally due to increases in
module costs, the cost of the EPC contract, goods and services tax
and adverse movements in exchange rates in comparison to the costs
in the original bid assumptions. For example, the RUMS Project was
originally bid with a module cost of US$24.2 cents per watt peak
("c/Wp") but prices rose significantly during 2022, in particular
due to supply chain issues in the market and following the
implementation of basic customs duty of 40 per cent. on imported
solar modules and 25 per cent. on imported solar cells from 1 April
2022 when prices rose to a peak of approximately US$40 c/Wp, but
have since fallen to approximately US$29 c/Wp.
On 21 April 2023, the Board was further advised by the
Investment Manager that potentially significant non-completion
liabilities would arise at the SPV level in the event that the SPV
did not proceed with the construction of the RUMS Project. Having
received information that suggested the RUMS Project may no longer
be commercially viable and that there were potentially significant
non-completion liabilities, the Company immediately sought the
Suspension in order to undertake further work to clarify the
position and complete its 2022 Annual Report and Accounts.
Current status
The project debt agreements for an INR 4,560 million facility
were signed on 4 November 2022. Pre-construction works for the RUMS
Project have been progressing with 246 of the 250 hectares on which
the RUMS Project is due to be constructed already transferred to
the SPV under a land use agreement, with the remaining four
hectares due to be handed over within the next two months. The grid
connection infrastructure for the RUMS Project is currently under
construction by a subcontractor appointed by RUMSL with an expected
completion date in November 2023. The SPV is at an advanced stage
in the EPC contract tender process for the solar PV
installation.
As a consequence of supply chain disruption in the solar PV
sector, the Government of India's Ministry of New & Renewable
Energy has decided that its Renewable Energy Implementing Agencies
may further extend the SCOD to 31 March 2024 (and commensurately
extend other associated intermediate milestones) of solar PV
projects where the last date of bid submission was on or after 10
April 2021 (and the SCOD is otherwise due before 31 March 2024),
for those that wish to benefit from such time-extension. As the
last bid submission date for the RUMS Project was after 10 April
2021, the SPV could seek an extension to its SCOD to 31 March 2024,
but any such extension is at the discretion of the relevant
Renewable Energy Implementing Agency and, therefore, is not
guaranteed.
As at 30 September 2022, based on the 100 per cent. interest in
SolarArise now held by the Company, the fair value of the RUMS
Project included within the valuation of SolarArise was
approximately US$5 million (approximately US$2 million for the 43
per cent. interest owned at that date). This comprised the project
cashflows from the SPV valued at approximately US$14 million offset
by a reduction in the cash in SolarArise of approximately US$9
million being the present value of the equity still required for
the project in the valuation model of approximately US$10 million
(approximately US$14 million less approximately US$4 million of
costs already incurred). SolarArise has incurred RUMS Project costs
to date of approximately US$6 million, which have been funded out
of SolarArise's cash resources, of which approximately US$4 million
had been incurred up to 30 September 2022.
Commercial evaluation
In the days following the Suspension, the Board and its
Investment Manager commenced a number of important workstreams. The
Board has taken advice regarding potential liabilities in the event
that the RUMS Project is not constructed in accordance with the
contractual documentation. The Investment Manager has also
continued to evaluate the options for the RUMS Project, including
available mitigating actions, to determine the best course of
action.
If construction does not proceed, the SPV could be subject to
liabilities for non-completion of up to approximately INR 2,750
million (US$33.5 million) but these should be substantially lower
after mitigating actions. These liabilities comprise various
charges and damages, including delay liquidated damages, generation
shortfall liquidated damages, transmission capacity relinquishment
charges and solar park charges and penalties. If construction does
not proceed, SolarArise has exposure in respect of the SPV of INR
100 million (US$1.2 million) pursuant to performance bank
guarantees. The Company has not provided any guarantees in respect
of the SPV's liabilities, and the Board has been advised that
creditors to the SPV are unlikely to have recourse to any other
group company.
If construction were to proceed, financing of the RUMS Project
would require material additional equity funding for the SPV. The
Investment Manager has revisited the assumptions and timelines in
the investment models and, on 31 May 2023, advised the Board that,
whilst solar module prices were continuing to fall, should the
relevant EPC contracts be entered into now, the SPV would now
require equity funding of approximately INR 4,136 million (US$50
million), of which approximately INR 3,640 million (US$44 million)
would need to be funded by the Company into SolarArise. This
includes approximately INR 442 million (US$5 million) of potential
penalties arising as a result of not meeting the 8 September 2023
SCOD, should the extension to the SCOD referred to above not be
granted. The RUMS Project is expected to have a significantly
negative net present value which, based on current estimates, may
be comparable with the maximum potential liabilities of the SPV in
the event that construction does not proceed. In addition, the
material additional equity funding would result in a majority of
the Company's assets being invested in India, requiring a change to
the Company's investment policy, including in relation to the limit
on exposure to a single country to a maximum of 50 per cent. of
gross asset value ("GAV") and potentially in relation to the limit
on exposure to a single sustainable energy infrastructure asset of
25 per cent. of GAV.
The Investment Manager has indicated that, on the basis of the
significant reduction in equity returns and the increased risk
profile, it would be inappropriate for the Company to proceed with
the investment in the RUMS Project. Based on currently available
information, the Board has therefore concluded that it would not be
in the interests of shareholders for the Company to commit to
funding SolarArise to enable the construction of the RUMS Project,
as currently configured, and that the Investment Manager should
continue to evaluate the options for the RUMS Project, including
available mitigating actions, to determine the best course of
action. The Board has also appointed Ernst & Young LLP in New
Delhi to assist it in reviewing options presented by the Investment
Manager on the appropriate strategy for the RUMS Project.
The Board notes that the decision not to proceed with the RUMS
Project may have certain commercial implications for SolarArise,
including SolarArise not being able to participate in certain
Indian government energy procurement tenders for a period of time.
However, the Board expects that SolarArise should still be able to
acquire operating assets.
AUDIT OF FINANCIAL PERIODED 31 DECEMBER 2022
The circumstances that gave rise to the Suspension, and the
resulting uncertainties, are important factors in the actions which
need to be undertaken to finalise the valuation of the Company's
portfolio, to progress completion of the 2022 Annual Report and
Accounts and for the Company's auditors to complete their audit. In
this context, the Board has appointed PricewaterhouseCoopers LLP to
assist Adepa Asset Management S.A. (the Company's AIFM) and the
Board with the finalisation of the valuation of the Company's
investment portfolio as at 31 December 2022 which includes a review
of (i) the key assumptions included in the financial models
provided by the Investment Manager to the Company's Independent
Valuer, Kroll Advisory Ltd ("Kroll") and (ii) the valuation
methodology used by Kroll. This work is already underway.
In particular, whilst the Board has been advised that creditors
to the SPV are unlikely to have recourse to any other group company
in the event of non-completion liabilities arising in respect of
the RUMS Project, the valuation of SolarArise will need to reflect
the new information made available to the Board and the material
uncertainties over the future of the RUMS Project. The historic
carrying fair values of the RUMS Project in SolarArise, currently
estimated to total approximately US$7 million, will need to be
written off and the valuation may need to reflect the exposures in
relation to the performance bank guarantees (US$1.2 million) and
the fair value of any associated contingent liabilities.
Accordingly, the Board is not currently able to provide a
timetable for completion of the audit of the financial period ended
31 December 2022 and the Suspension will remain until such time as
the Company publishes its 2022 Annual Report and Accounts. The net
asset value of the Company ("NAV") as at 30 June 2023 will be
announced as part of the Company's interim results for the period
ended 30 June 2023 which, if the Company is in a position to do so,
may be published at the same time as the 2022 Annual Report and
Accounts, ensuring shareholders have the latest available
information on the NAV at the time of the Suspension being lifted.
Accordingly, the Board does not intend to publish a NAV of the
Company as at 31 March 2023.
ESG AND SUSTAINABILITY REPORTING
In view of the delay in the Company's valuation and financial
reporting, the Company is also delaying its reporting on ESG and
sustainability, some of the data for which is derived from
financial numbers. The Company's ESG and sustainability data, as
well as its Principal Adverse Impact (PAI) disclosures will be
issued at the same time as the 2022 Annual Report and Accounts.
OPERATING PORTFOLIO UPDATE
At 31 December 2022 and 31 March 2023, the operating portfolio
comprised six operating solar assets in India with fixed rate
tariff PPAs and a total generating capacity of 234 MWp and three in
the Philippines with 100 per cent. wholesale electricity spot
market ("WESM") prices and a total capacity of 80 MWp. The
operating portfolio produced 272,188 MWh of clean renewable energy
during the year ended 31 December 2022 and 102,826 MWh in the
quarter ended 31 March 2023.
The Indian assets' generation of clean renewable energy
increased by 12 per cent. in the year ended 31 December 2022 in
comparison to the prior year, principally due to 2022 being the
first full operating year of a 75 MWp plant which became
operational in January 2021 only reaching its normal capacity from
July 2021. Electricity generated by the Indian assets increased 6
per cent. in Q1 2023 in comparison to Q1 2022.
Electricity generated by the Philippine assets decreased by 7
per cent. in the year ended 31 December 2022 in comparison to the
prior year, due principally to the combined impact of a category 5
typhoon at the end of 2021 and resultant grid curtailment due to
the temporary unavailability of a subsea cable, but this was more
than offset by the strong WESM prices achieved by the assets during
the year. Q1 2023 generation increased by 48 per cent. in
comparison to Q1 2022. However, Q1 2023 WESM prices achieved
decreased by 14 per cent. in comparison to Q1 2022 reflecting the
increase in supply.
The operating portfolio avoided 216,476 tonnes of carbon
equivalent ("tCO2e") in the year ended 31 December 2022, and 82,503
tCO2e in Q1 2023. It also directly supported 287 jobs at the end of
both periods.
Further to its announcement on 2 November 2022, the acquisition
of the 99.8 per cent. interest in Viet Solar System Company Limited
("VSS") for US$4.6 million was completed in April 2023 following
the satisfaction of standard regulatory and other completion
conditions. VSS is a privately owned company with 6.12 MWp of
operational rooftop solar assets at two sites near Ho Chi Minh City
with 20-year US Dollar-indexed fixed-price government PPAs with
Electricity Vietnam.
Pending resolution of the uncertainties regarding the RUMS
Project and its impact on NAV, and publication of the 2022 Annual
Report and Accounts, the Company will not be making further
investments at this time.
INVESTMENT MANAGER UPDATE
The Board has been informed by the Investment Manager that it
has made a number of recent senior appointments to its asset
management team. These include the appointments of Nadir Maruf as
chief investment officer, Duncan Black as head of portfolio &
asset management and Ian Ruddock as chief operating officer. Prior
to joining the Investment Manager, Mr Maruf was head of private
markets at Tesco Pension Investment Limited. He joins the
Investment Manager's executive team reporting to the chief
executive officer, Michael Sieg. Mr Black was most recently
managing director of Asia Infrastructure Advisors and is based in
Singapore. Mr Ruddock was a partner of CAMG LLP, and was previously
special adviser to the board of John Laing Infrastructure Fund.
INTERIM DIVID FOR THE PERIOD TO 31 MARCH 2023
Pending resolution of the uncertainties regarding the RUMS
Project and publication of the 2022 Annual Report and Accounts, the
Board has concluded that, at this time, it would not be appropriate
to increase the annual dividends in line with its 2023 dividend
target set at the time of the IPO. However, having regard to the
Company's total cash balances of US$76.4 million at 31 March 2023
and its ability to pay dividends out of capital, the Board has
declared a maintained first interim dividend for the quarter ended
31 March 2023 of 0.44 cents per share. The dividend timetable
is:
Ex-dividend date 15 June 2023
Record date 16 June 2023
Last date for currency election 4 July 2023
Currency announcement date 7 July 2023
Payment date 19 July 2023
The dividend timetable facilitates a period for shareholders to
elect to receive the dividend payment, which is declared in and by
default payable in US Dollars, in either sterling or Euro as an
alternative. The deadline for receipt of elections for the payment
of dividends other than in US Dollars is (5.00 p.m. BST) on 4 July
2023.
A copy of the dividend currency election form can be downloaded
from www.investorcentre.co.uk and the Company's website:
tlenergyimpact.com . Completed dividend currency election forms
should be sent to the Company's Registrar, Computershare Investor
Services PLC, c/o The Pavilions, Bridgewater Road, Bristol, BS99
6ZY. CREST shareholders must elect via CREST.
CONTINUATION RESOLUTION
In its IPO prospectus published on 19 November 2021, the Company
stated that, if it had not invested, or committed to invest, at
least 75 per cent. of the net initial proceeds raised at IPO within
12 months of admission to listing and trading, the Board would
propose an ordinary resolution at the Company's next annual general
meeting that the Company should continue in its present form (a
"Continuation Resolution"). As that investment condition was not
met, a Continuation Resolution will be proposed at the AGM.
The Board believes that it would not be appropriate to ask
shareholders to vote on the continuation of the Company until it is
in a position to provide a recommendation and shareholders are able
to make an informed decision with the benefit of having received
the 2022 Annual Report and Accounts. In any event, the Board
intends to seek to consult with its shareholders at the appropriate
time. Accordingly, as explained below, the Board intends that the
AGM to be held on Friday, 30 June 2023 will be adjourned before the
Continuation Resolution is put to the vote and that that resolution
will be put to shareholders at the adjourned AGM, which is expected
to held on the same day as the Accounts Meeting referred to
below.
SPLIT AGM AND ACCOUNTS MEETING
As a result of the delay in the publication of the 2022 Annual
Report and Accounts, it is not currently possible to propose the
standard resolutions at the AGM relating to receiving the audited
financial statements and the auditor's and directors' reports,
approving the directors' remuneration report and approving the
re-appointment and remuneration of the auditor. Those resolutions
will be proposed at a separate general meeting of shareholders (the
"Accounts Meeting") to be held as soon as possible following the
publication of the 2022 Annual Report and Accounts. The 2022 Annual
Report and Accounts will be published as soon as possible and
notice of the Accounts Meeting will be sent to shareholders shortly
thereafter.
The Company's articles of association (the "Articles") require
all of the Directors to retire at each annual general meeting of
the Company. Therefore, in order to comply with the Articles,
resolutions will be proposed at the AGM for the re-election of each
of the Directors. In addition, the Notice of AGM includes the
Continuation Resolution as well as the standard resolutions to
authorise market purchases of own shares and approve the notice
period for general meetings.
The Board intends that, while Resolutions 1 to 4 (re-election of
Directors) will be put to shareholders at the AGM to be held on
Friday, 30 June 2023, the Chair will seek an adjournment of the AGM
once those Resolutions have been put to the vote and that the
remaining resolutions, being Resolution 5 (Continuation
Resolution), Resolution 6 (market purchases of own shares) and
Resolution 7 (notice period for general meetings), will be put to
shareholders at the adjourned AGM. Notice will be given to
shareholders of the date and time of the adjourned AGM together
with a new Form of Proxy and the Board's recommendations on
Resolutions 5 - 7 at that time.
The Board believes that the proposals for a split AGM and
Accounts Meeting set out above allow the Company to comply with its
legal obligations in the most efficient, straightforward and
transparent way whilst giving shareholders an earlier opportunity
to meet with the Board and the Investment Manager and the
opportunity to vote on all of the resolutions expected to be
proposed at an annual general meeting of the Company at the
appropriate time.
RESOLUTIONS
Shareholders' attention is drawn to the resolutions to be
proposed at the AGM, and the corresponding notes, set out in the
Notice of AGM. Resolutions 1 to 5 will be proposed as ordinary
resolutions and Resolutions 6 and 7 will be proposed as special
resolutions.
Ordinary Resolutions
Resolutions 1 to 4 - Re-election of Directors
In accordance with the Articles, all Directors are subject to
annual re-election and accordingly, Sue Inglis, Clifford Tompsett,
Kirstine Damkjaer and Mukesh Rajani will stand for re-election at
the AGM.
Resolution 5: Continuation Resolution
As noted above, the Company stated in its IPO prospectus that if
it had not invested, or committed to invest, at least 75 per cent.
of the net initial proceeds raised at IPO within 12 months of
admission to listing and trading, the Board would propose an
ordinary resolution at the Company's next annual general meeting
that the Company should continue in its present form.
In accordance with the Articles, if the Continuation Resolution
is passed, the Company will continue its business as a closed-ended
public limited company conducting its affairs as a UK investment
trust. If the Continuation Resolution does not pass, the Directors
will be required to put forward proposals for the reconstruction,
reorganisation or winding up of the Company to shareholders for
their approval within four months of the date of the meeting at
which the Continuation Resolution was proposed.
Special Resolutions
Resolution 6 - Market purchases of own shares
This resolution seeks authority for the Company to make market
purchases of its own ordinary shares and is proposed as a special
resolution. If passed, the resolution gives authority for the
Company to purchase up to 26,335,137 of its ordinary shares,
representing 14.99 per cent. of the Company's issued ordinary share
capital as at the date of the Notice of AGM. The Company currently
has no treasury shares.
The resolution specifies the minimum and maximum prices which
may be paid for any ordinary shares purchased under this authority.
The authority will expire at the conclusion of the Company's next
annual general meeting.
The Directors believe that, from time to time and subject to
market conditions, it will be in shareholders' best interests to
buy back the Company's shares. The Company would only buy back
shares when they are trading at a discount to net asset value per
share.
The Company may either cancel any shares it purchases under this
authority or transfer them into treasury (and subsequently sell or
transfer them out of treasury or cancel them).
The Company does not have any options or outstanding share
warrants.
Resolution 7 - Notice period for general meetings
The Companies Act stipulates that the notice period for general
meetings (other than annual general meetings) is 21 days unless
shareholders' approval to reduce the notice period has been given.
Resolution 7 is to be proposed as a special resolution to allow the
Company to hold general meetings (other than annual general
meetings) on at least 14 clear days' notice.
If approved, the resolution will be effective until the end of
the Company's next annual general meeting. The Board will consider,
on a case-by-case basis, whether the use of the flexibility offered
by the shorter notice period is merited, taking into account the
circumstances, including whether the business of the meeting is
time sensitive.
Full details of the resolutions are set out in the Notice of
AGM.
RECOMMATION
The Directors consider that Resolutions 1 to 4 to be proposed at
the Annual General Meeting are in the best interests of the Company
and its shareholders as a whole. Accordingly, the Board unanimously
recommends that shareholders vote in favour of Resolutions 1 to 4
to be proposed at the Annual General Meeting. The Directors intend
to vote in favour of Resolutions 1 to 4 in respect of their
holdings of ordinary shares, amounting to 131,000 ordinary shares
in aggregate (representing approximately 0.07 per cent. of the
issued share capital of the Company as at the date of the Notice of
AGM).
As explained above, given the uncertainty regarding the
Company's financial position and the Suspension, at the date of
this Notice of AGM the Directors unanimously recommend that
shareholders should abstain from voting on Resolutions 5, 6 and 7
(by selecting the "vote withheld" option on their Form of Proxy) as
the Chair will seek an adjournment of the AGM prior to putting
those resolutions to the meeting. At the time of giving notice of
the adjourned AGM, together with a new Form of Proxy, the Directors
will give a revised voting recommendation to shareholders in
respect of those resolutions. Each of the Directors intends to
abstain from voting on Resolutions 5, 6 and 7 at this time.
The person responsible for arranging the release of this
announcement on behalf of the Company is Ruth Wright of JTC.
Enquiries:
ThomasLloyd Energy Impact Trust plc Tel: +4 4 (0)20 3757 1892
Sue Inglis, Chair
ThomasLloyd Group (Investment Manager) Tel: +41 (0)44 213 6767
Marc Duckeck (Head of Corporate Communications)
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)
Camarco Tel: +44 (0)20 3757 4982
Louise Dolan thomaslloyd@camarco.co.uk
Eddie Livingstone-Learmonth
Phoebe Pugh
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END
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