TIDMTLEI TIDMTLEP

RNS Number : 3696K

ThomasLloyd Energy Impact Trust PLC

24 August 2023

LEI: 254900V23329JCBR9G82

24 August 2023

ThomasLloyd Energy Impact Trust plc

(the " Company " )

Results of Requisitioned General Meeting and Adjourned Annual General Meeting

ThomasLloyd Energy Impact Trust plc announces the results of the Requisitioned General Meeting (the "Requisitioned GM") and the Adjourned Annual General Meeting (the "Adjourned AGM") of the Company held today. All resolutions were voted on by a poll.

As set out in the circular to shareholders dated 31 July 2023, which contained the Notice of Requisitioned General Meeting and Notice of Adjourned Annual General Meeting (the "Circular"), the resolutions proposed at the Requisitioned GM and the Adjourned AGM were necessarily exactly the same (save for the numbering of the resolutions).

Shareholders representing approximately 58% of the votes cast voted against the Continuation Resolution proposed at each of the Requisitioned GM and the Adjourned AGM, in line with the Board's recommendation.

Of the total votes cast by shareholders that are independent of the Company's Investment Manager, ThomasLloyd Global Asset Management (Americas) LLC and other entities and funds affiliated with it, approximately 69% were cast against the Continuation Resolution proposed at each of the Requisitioned GM and the Adjourned AGM.

Shareholders representing approximately 53% of the total issued share capital of the Company voted against the Continuation Resolution proposed at each of the Requisitioned GM and the Adjourned AGM.

The results of the polls were:

At the Requisitioned GM:

 
   Resolution                              Votes For       Votes Against    Votes Withheld  Issued Share Capital Voted 
                                               No.     %         No.     %             No.                           % 
1  The Continuation Resolution          67,562,009  42.0  93,197,333  58.0           5,276                        91.5 
   Authority to make market purchases 
2  of own shares                       160,671,318  99.9      73,024   0.1          20,276                        91.5 
3  Authority to convene a general      160,671,275  99.9      73,067   0.1          20,276                        91.5 
   meeting on not less than 14 clear 
   days' notice 
 

At the Adjourned AGM:

 
   Resolution                              Votes For       Votes Against    Votes Withheld  Issued Share Capital Voted 
                                               No.     %         No.     %             No.                           % 
5  The Continuation Resolution          67,967,524  41.9  94,215,894  58.0           5,276                        92.3 
   Authority to make market purchases 
6  of own shares                       161,531,521  99.9     151,897   0.1         505,276                        92.0 
7  Authority to convene a general      162,030,159  99.9     153,259   0.1           5,276                        92.3 
   meeting on not less than 14 clear 
   days' notice 
 

Shareholders are entitled to one vote per share. Votes withheld are not a vote in law and are therefore not counted in the calculation of the percentages of the votes cast for and against a resolution. Where shareholders appointed the Chair as their proxy with discretion as to voting, their votes were cast against resolutions 1 and 5 and their votes have been included in the "votes against" column. Where shareholders appointed the Chair as their proxy with discretion as to voting, their votes were cast for resolutions 2, 3, 6 and 7 and their shares have been included in the "votes for" column.

The total number of ordinary shares of US$0.01 each in issue is 175,684,705. The total number of voting rights is: 175,684,705.

Next steps

In accordance with the Company's articles of association and as set out in the Company's announcement of 31 July 2023, as the Continuation Resolution has not passed, the Board is required to bring forward proposals for the future of the Company for consideration by shareholders within four months of the date of the vote on the Continuation Resolution being held. The Board is commencing, therefore, an immediate review of the options for the Company's future. As feedback from recent shareholder engagement has reiterated the importance to many shareholders of the impact strategy which the Company was established to deliver, the Board's review will include inviting proposals for a relaunch of the Company. The Board will consult and update shareholders at key stages of the review process.

In addition to the review of options for the Company's future, the Board's immediate priorities include:

-- completing the re-evaluation of the RUMS Project, consulting shareholders with regard to the outcome of the re-evaluation and, subject to shareholder feedback, implementing the outcome;

-- ensuring the ongoing management of the Company's operating assets and providing shareholders with an update on the performance of those assets;

-- finalising the 31 December 2022 and 30 June 2023 valuations, 2022 accounts and audit and 2023 interim report; and

   --           lifting the Suspension. 

The Continuation Resolution having been voted down, the Board will now finalise its plans for progressing these important workstreams, including setting out a timescale for delivering its immediate priorities, and will make a further announcement shortly. The Board intends to provide shareholders with regular updates as the workstreams progress.

Sue Inglis, Chair of ThomasLloyd Energy Impact Trust plc, said: " S hareholders representing a notable majority of the Company's issued share capital, and independent shareholders by a majority of more than two to one (based on shares held), have supported the Board by voting against continuation at today's shareholder meetings. The Board would like to thank shareholders for their support and giving the Board a clear mandate for the way forward. In addition to completing the key workstreams required for lifting the share trading suspension, the Board will also now develop proposals for the Company's future, consulting and updating shareholders at key stages during this process."

Capitalised terms used in this announcement shall, unless otherwise defined, have the same meanings as set out in the circular to shareholders dated 31 July 2023.

Enquiries:

 
ThomasLloyd Energy Impact Trust plc                                 Tel: +4 4 (0)20 3757 1892 
 Sue Inglis, Chair 
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) 
Smith Square Partners LLP                                            Tel: +44 (0)20 3696 7260 
 (Financial Adviser to the Company) 
 John Craven / Douglas Gilmour 
Camarco (PR Adviser)                                                 Tel: +44 (0)20 3757 4982 
 Louise Dolan / Eddie Livingstone-Learmonth / Phoebe Pugh           thomaslloyd@camarco.co.uk 
 

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END

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August 24, 2023 07:23 ET (11:23 GMT)

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