Thomaslloyd $ Regulatory News (TLEI)

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 (£0.865 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:

"At 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 CO2 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:

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.