Thomaslloyd Regulatory News (TLEP)

LEI: 254900V23329JCBR9G82

16 August 2022

ThomasLloyd Energy Impact Trust plc

Completion of acquisition

Completion of the acquisition of a 43% interest in SolarArise

ThomasLloyd Energy Impact Trust plc (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 it has completed the acquisition of a 43% economic interest in SolarArise India Projects Private Limited ("SolarArise"), which owns seven solar power projects situated in five states across India, with a total generating capacity of 434 MW. 

The Company has issued 26,014,349 ordinary shares, at an issue price of US$1.16035 per share, using a 10-day average share price prior to allotment of the shares. On 15 August 2022, the sale and purchase agreement was amended to update the fair value date from 31 March 2022 to 30 June 2022 to more accurately reflect the value at closing and to provide for the number of ordinary shares to be issued as consideration to be net of withholding tax, which is required to be withheld and remitted by the Company to the tax authorities on behalf of the sellers. Therefore, the newly issued ordinary shares, together with the tax payment of US$2.67 million, represent the aggregate consideration payable of US$32.9 million, being the fair value of the 43% interest in SolarArise at 30 June 2022. The reduction in consideration is due to the strengthening of the US Dollar to US$1.00: INR 79.0536 at 30 June 2022 from US$1.00: INR 75.8404 at 31 March 2022, offset by underlying increases to enterprise value driven by ongoing operations.

Following admission of the new ordinary shares to the Official List and to trading on the London Stock Exchange, the Company is expected to have a market capitalisation of c.US$168.3 million, based on the market closing share price on 12 August 2022. Additionally, related entities to the Investment Manager, ThomasLloyd, will together own 18.4% of the Company.

Admission and Dealings

Application is being made for 26,014,349 ordinary shares in the Company related to the 43% acquisition of SolarArise to be admitted to the Official List and to trading on the London Stock Exchange. Dealings are expected to commence at 8.00 a.m. on 19 August 2022. Following admission, the Company will have 141,407,477 ordinary shares in issue. The above figure (141,407,477) may be used by shareholders 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.

Enquiries:

About ThomasLloyd Energy Impact Trust Plc

ThomasLloyd Energy Impact Trust plc (TLEI) listed on the premium segment of the London Stock Exchange in December 2021 and was awarded the London Stock Exchange's 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 TLEI.

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 Company invests in 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 power purchase agreements, capacity contracts or other similar revenue contracts with creditworthy (primarily investment grade) private and public sector buyers.

As is the case for all ThomasLloyd funds, the Company is expected to qualify as an Article 9 fund under the EU Sustainable Finance Disclosure Regulation (SFDR). Further information on the Company can be found on its website at https://tlenergyimpact.com.

About the Investment Manager

The Investment Manager is a wholly-owned subsidiary of ThomasLloyd Group ("ThomasLloyd" or the "Group"). Founded in 2003, the 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, sectors and technologies

Over the last decade, ThomasLloyd has deployed over US$1 billion across 16 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.