Thomaslloyd Regulatory News (TLEP)

LEI: 254900VC23329JCBR9G82

28 September 2023

ThomasLloyd Energy Impact Trust plc

(the "Company")

Octopus Energy Generation selected as transitional investment manager - appointment process underway

The Board is pleased to announce that it has agreed heads of terms with the Company's AIFM, Adepa Asset Management S.A. ("Adepa") and Octopus Renewables Limited ("Octopus Energy Generation") for Octopus Energy Generation to be appointed as the Company's transitional investment manager.

Appointment Process

Octopus Energy Generation's selection as the transitional investment manager follows a competitive process in which the Board received proposals from, and conducted detailed discussions with, a number of experienced investment managers. Octopus Energy Generation was selected based on its expertise in developing, constructing and managing renewable energy assets, managing a UK-listed investment company and its depth of immediately available resource, which includes on-the-ground personnel with construction and investment experience in Asia, as well as the strength of its network in the sustainable energy infrastructure marketplace.

Following the agreement of heads of terms, the Board, Adepa and Octopus Energy Generation expect to finalise Octopus Energy Generation's appointment shortly. Octopus Energy Generation and the Board intend to work with the current investment manager, ThomasLloyd Global Asset Management (Americas) LLC, to facilitate an orderly handover of information and responsibilities. Adepa will continue to act as the Company's AIFM.

Octopus Energy Generation and Immediate Priorities

Octopus Energy Generation is a specialist energy investment manager with a mission to accelerate the transition to a future powered by renewable energy and has approximately £6 billion in assets under management. Its portfolio currently includes more than 240 large-scale energy assets across 15 countries and eight technologies with a combined capacity of 3.3GW, managed by a team of around 130 renewable energy specialists across five teams (Investments and Development, Fund Management, Finance & Operations, Asset Management and Risk and Compliance) working from offices in the UK, continental Europe, North America and Singapore. Octopus Energy Generation has a best in class approach to ESG and impact, managing all investments through the lenses of Performance, Planet and People. It is currently the manager for four investment vehicles which are classified as Article 9 under the Sustainable Finance Disclosure Regulation.

Senior members of the Octopus Energy Generation team have been responsible for the development and construction of solar farms and other renewable energy generation assets worldwide, including in India and other Asian markets.

Octopus Energy Generation's considerable experience will ensure effective oversight of the existing operating portfolio, the expected construction of the Company's 200 MW DC solar PV project in Rewa Ultra Mega Solar Park in India (the "RUMS Project") and the development of the Company's 150 MW DC solar PV project in the State of Maharashtra, India. As announced previously, on assuming the role of transitional investment manager, Octopus Energy Generation's immediate priorities will be to finalise the 31 December 2022 and 30 June 2023 valuations, 2022 audit and accounts and 2023 interim report and ensure the suspension of admission to listing and trading of the Company's shares is lifted as soon as possible. This process will include undertaking detailed due diligence on the Company's operating assets to ensure the completeness and accuracy of all information required to finalise the outstanding valuations, audit and financial reports. The Board will provide the expected timeline for completing these workstreams as soon as practicable following finalisation of Octopus Energy Generation's appointment. Another immediate priority will be to progress the expected construction of the RUMS Project.

Terms and Timing of Appointment

Octopus Energy Generation will assume investment and portfolio management responsibilities until 30 April 2024 (the "Transitional Investment Management Period"). The Transitional Investment Management Period will facilitate completion of the immediate priorities outlined above and will also allow the Board with its advisers to undertake and complete a comprehensive review of options for the Company's future.

Octopus Energy Generation will be entitled to a fixed fee of US$1.35 million for the Transitional Investment Management Period, with an additional performance fee of up to US$0.55 million payable entirely at the discretion of the Board, depending on Octopus Energy Generation's performance in executing the immediate priorities noted above.

The appointment is subject to finalisation of the full transitional investment management agreement between the Company, Adepa and Octopus Energy Generation and the completion of Adepa's process as AIFM for the take-on of a new portfolio manager.

FULL REVIEW OF OPTIONS FOR THE COMPANY'S FUTURE

As announced on 15 September 2023, the Board is working with its advisers to carry out a wide-ranging review of options for the Company's future. Reflecting shareholders' strongly expressed support for an Asian-focused impact strategy, this process will include the assessment of proposals for a re-launch of the Company which maintain that strategy from a range of experienced managers, including a number who have already approached the Company. The Board will provide further updates on this process in due course.

Sue Inglis, Chair of ThomasLloyd Energy Impact Trust plc said: "The appointment of Octopus Energy Generation brings significant renewable energy infrastructure development, construction, investment and asset management expertise and listed investment company experience. These skills and knowledge, together with the strength and depth of the Octopus Energy Generation team immediately available to the Company, will be critical in achieving the Company's immediate priorities and enabling the lifting of the suspension in trading of the Company's shares."

Matt Setchell, Co-Head of Octopus Energy Generation's fund management team said: "Being selected as the transitional investment manager is testament to our deep expertise in managing renewable energy projects globally. There's huge potential to make a truly positive impact through investing in green energy projects in Asia. Our teams in London and Singapore are ready to help the Company achieve its immediate priorities thereby allowing it to resume its mission to accelerate the green energy transition and meet net zero."

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