TIDMTLEI TIDMTLEP
RNS Number : 6082F
ThomasLloyd Energy Impact Trust PLC
08 November 2022
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).
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED TO
CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE UK'S MARKET
ABUSE REGULATION. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS
INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC
DOMAIN.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A
PROSPECTUS. INVESTORS MUST SUBSCRIBE FOR OR PURCHASE ANY SHARES
REFERRED TO IN THIS ANNOUNCEMENT ONLY ON THE BASIS OF INFORMATION
CONTAINED IN THE PROSPECTUS PUBLISHED BY THE COMPANY ON 19 NOVEMBER
2021 (THE "PROSPECTUS") AND NOT IN RELIANCE ON THIS ANNOUNCEMENT.
COPIES OF THE PROSPECTUS ARE AVAILABLE FOR INSPECTION, SUBJECT TO
ANY APPLICABLE RESTRICTIONS, FROM THE COMPANY'S REGISTERED OFFICE
AND ON ITS WEBSITE (WWW.TLENERGYIMPACT.COM).
UNLESS THE CONTEXT REQUIRES OTHERWISE, WORDS AND EXPRESSIONS
DEFINED IN THE PROSPECTUS HAVE THE SAME MEANINGS WHEN USED IN THIS
ANNOUNCEMENT.
8 November 2022
ThomasLloyd Energy Impact Trust plc
Proposed Subsequent Placing and Pipeline Update
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 proposes to raise
new equity capital by issuing new ordinary shares of US$0.01 each
in the Company ("New Ordinary Shares") by way of a subsequent
placing (the "Subsequent Placing"), in order to progress its robust
pipeline of opportunities via its platforms in India, the
Philippines and Vietnam. The diversified pipeline allows for a
staggered roll-out starting from US$25 million with up to US$380
million in readily available assets ranging from 20 MW to 450 MW.
The placing price will be US$1.030 per New Ordinary Share (the
"Placing Price") .
Recent positive developments - catalysts for further
issuance
Establishment of Vietnamese platform
- On 2 November 2022, the Company announced its entry into
Vietnam via a new local partnership creating an operational
platform and hub , supplementing the existing local partnerships of
its investment manager in TLEI's other core target markets of India
and the Philippines.
- TLEI has entered into an investment agreement for initial
funding of up to US$30 million to purchase renewable energy assets
already owned, controlled or identified by Solar Electric Vietnam (
"SEV" ), a well-established engineering, procurement and
construction provider and renewable energy developer, or originated
by the investment manager. TLEI has a right of first refusal on new
construction-ready or operational projects developed or originated
by SEV and meeting TLEI's investment criteria.
- US$4.6 million of the funding facility has already been
deployed in two rooftop solar assets and an additional portfolio of
a 19 MWp of rooftop solar assets are currently under exclusivity to
the Company .
- SEV has identified additional off-market solar assets with a
total capacity of 137 MWp, which includes 11 MWp of assets under
negotiation for exclusivity to the Company where due diligence is
well advanced.
- The partnership with SEV enables efficient scalability. Once
the initial US$30 million facility has been fully utilised, more
than 86% of net IPO proceeds will have been deployed.
- One of the key benefits that the Vietnamese renewable energy
market offers is long-term US Dollar-indexed fixed-price government
power purchase agreements (" PPAs "), which mitigates the Company's
currency risk.
- The Vietnamese platform enhances the geographic and currency
diversification of the Company.
Restrictions on foreign ownership of Philippines renewable
energy assets removed
- On 20 October 2022, the Department of Justice in the
Philippines opined that legislation restricting foreign ownership
in the Philippine does not apply to renewable energy assets,
including solar, wind and hydro assets. When the legislation is
changed it will open up the local renewable energy sector to a far
wider pool of capital, which will greatly assist the Philippines's
net zero ambitions.
- This legislative change supports TLEI's objective in pursuing
further renewable energy investment in the country.
Positive performance since IPO - Q3 results to 30 September
2022
- On 3 November 2022, the Company announced its Q3 NAV of 100.8
US cents per Ordinary Share, representing growth of 2.9% since the
IPO, along with its third quarterly interim dividend of 0.44 US
cents per Ordinary Share.
- Net assets as at 30 September 2022 were US$142.5 million, with
a NAV total return since IPO of 3.8%.
- Excluding the non-cash impact of foreign exchange movements,
on a constant currency basis the value of the Company's investment
portfolio would have increased by 13.3% and, as at 30 September
2022, the NAV per Ordinary Share would have been 104.6 US cents and
the NAV total return per Ordinary Share would have been 8.1% since
IPO.
- At 30 September 2022, the Company's investment portfolio
included the seed asset portfolio described in
the Prospectus.
Substantial investment 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.
- The technology-diversified pipeline across four countries with
an aggregate capacity of 1,525 MW consists of a broad range of
assets and projects with sizes starting from 20 MW to 450 MW, the
majority of which are backed by fixed price long-term PPAs with
government offtakers.
- The pipeline has been developed to continue the balance
between construction ready and operational assets, underpinning
dividend security as well as potential for enhanced capital growth
and impact.
Article 9 classification confirmed
- TLEI confirms that it classifies under Article 9 of the EU
Sustainable Finance Disclosure Regulation 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.
Material investor interest
- At IPO, the Company raised US$141 million (including seed
assets acquired in exchange for Ordinary Shares) from a broad range
of institutional and wholesale investors across the UK and
continental Europe.
- The Company was aware of significant additional interest at
IPO, primarily from continental European investors who were unable
to participate at the time, and has continued to receive
expressions of interest to invest in subsequent fund raisings from
existing and new investors.
- Given that the Company has recently received a number of
significant indications of interest from existing and new
investors, is able to efficiently deploy capital at scale and has a
sizeable pipeline of immediately available assets, TLEI believes it
is appropriate to provide an opportunity for investors to invest in
TLEI via a further equity fund-raising.
Proposed Subsequent Placing
The Subsequent Placing is being undertaken to raise funds for
the purpose of investment in accordance with the Company's
investment objective and policy and with a view to delivering
further value for Shareholders. The Subsequent Placing is being
carried out as part of the Placing Programme described in the
Prospectus. The Placing Programme currently allows the further
issuance of up to 458,592,523 New Ordinary Shares.
TLEI is proposing an issue at a price of US$1.030 per New
Ordinary Share, under the Company's Placing Programme:
- The Placing Price has been calculated by reference to the NAV
per Ordinary Share (unaudited) as at 30 September 2022 of US$1.008
(which is cum the declared dividend for the quarter ended 30
September 2022). The New Ordinary Shares will rank for this
dividend and the Placing Price has been calculated by adjusting the
NAV to allow for the expected costs and expenses of the Subsequent
Placing. The Placing Price represents a premium of approximately
2.5% to the closing share price of US $1.005 per Ordinary Share on
7 November 2022 and a premium of approximately 2.2% to the last
reported NAV of US$1.008 per Ordinary Share as at 30 September
2022.
- The New Ordinary Shares to be issued pursuant to the
Subsequent Placing will, following Subsequent Admission, rank pari
passu in all respects with the existing Ordinary Shares and will
carry the right to receive all dividends and distributions
declared, made or paid on or in respect of the Ordinary Shares by
reference to a record date after Subsequent Admission. In
particular, t he New Ordinary Shares issued under the Subsequent
Placing will be entitled to the quarterly dividend of 0.44 US cents
per Ordinary Share for the quarter to 30 September 2022, payable on
2 December 2022 to shareholders on the register at the dividend
record date of 18 November 2022.
- Participants in the Subsequent Placing may elect to subscribe
for New Ordinary Shares in sterling at a price per New Ordinary
Share equal to the Placing Price at the relevant sterling exchange
rate, being the sterling to US Dollar spot exchange rate published
by Bloomberg at 1 p.m. on 15 November 2022 (or such other date or
time as the Company may determine). The relevant sterling exchange
rate and the sterling equivalent issue price are not known as at
the date of this announcement and will be notified by the Company
via a RIS prior to Subsequent Admission.
- The estimated expenses of the issue are expected to amount to
approximately 2% of funds raised.
The Subsequent Placing, and an investor's participation in it,
are subject to the terms and conditions set out in Part XII of the
Prospectus. Copies of the Prospectus may, subject to any applicable
law or restrictions, be obtained from the Company's registered
office, on the Company's website ( www.tlenergyimpact.com ) or via
the National Storage Mechanism (
https://data.fca.org.uk/#/nsm/nationalstoragemechanism ).
The Subsequent Placing will be made through the Company's joint
corporate brokers, Shore Capital Stockbrokers Limited ("Shore
Capital") and Peel Hunt LLP ("Peel Hunt") and will be launched
immediately following this announcement. To register their interest
in participating in the Subsequent Placing investors should
communicate their applications for New Ordinary Shares by telephone
to their usual sales contact at Shore Capital or Peel Hunt.
The number of New Ordinary Shares to be issued pursuant to the
Subsequent Placing (and, therefore, the gross proceeds of the
Subsequent Placing), is not known as at the date of release of this
announcement and will be agreed between Shore Capital, Peel Hunt
and the Company following the close of the Subsequent Placing. The
number of New Ordinary Shares to be issued will be notified by the
Company via a RIS prior to Subsequent Admission. The Subsequent
Placing is not being underwritten.
Amendment to timetable set out in the Prospectus
The Prospectus stated that the last date for shares to be issued
pursuant to the Placing Programme was 11 November 2022. Pursuant to
the terms set out in the Prospectus, the Company announces an
amendment to that timetable, and that the revised closing date for
shares to be issued pursuant to the Placing Programme is 18
November 2022 in compliance with Prospectus Regulation Rule
5.1.
Subsequent Admission
Applications will be made to the FCA for admission of the New
Ordinary Shares to the premium listing segment of the Official List
and to the London Stock Exchange for admission to trading of the
New Ordinary Shares on the main market for listed securities
("Subsequent Admission"). It is expected that Subsequent Admission
will become effective and that unconditional dealings in the New
Ordinary Shares will commence at 8.00 a.m. on 18 November 2022.
Expected timetable(1)
Subsequent Placing opens 8 November 2022
Announcement of sterling equivalent issue price 15 November 2022
Latest time for receipt of Subsequent Placing commitments 5.00 p.m. on 15 November 2022
Result of Subsequent Placing announced 7.00 a.m. on 16 November 2022
Subsequent Admission becomes effective and dealings in New Ordinary Shares on London
Stock
Exchange's main market for listed securities commence 8.00 a.m. on 18 November 2022
(1) The dates and times specified in this announcement are
references to London times and are subject to change, in which
event details of the new times and dates will be notified, as
required, through a RIS.
Benefits of the Subsequent Placing
The Board believes that it continues to be in the interests of
the Company and its Shareholders to grow the Company further by the
issuance of New Ordinary Shares. In particular, the Board believes
that the Subsequent Placing will have the following benefits for
the Company:
- increasing the capital available to the Company to acquire
additional assets, which are expected to further diversify the
Company's portfolio of renewable energy assets in terms of
geography, technology and offtaker;
- broadening the Company's investor base and enhancing the size
and potentially increasing the liquidity of the Company's share
capital; and
- spreading the fixed operating costs over a larger capital
base, thereby reducing the Company's ongoing charges ratio.
Dividends and total return target
- The Company has declared, and paid or will pay, three
quarterly dividends of 0.44 US cents per Ordinary Share each (1.32
US cents in aggregate) in respect of the financial year ending 31
December 2022.
- The Company reiterates its annual target dividend yield(2) of
2-3% for the financial year ending 31 December 2022, 5-6% for 2023
and at least 7% for 2024, with the aim of progressively increasing
this nominal target thereafter.
- The Company is targeting a NAV total return(2) , of 10-12% per
annum (net of all fees, expenses and taxes), once the portfolio is
fully operational on a fully invested and geared basis
(2) Based on the IPO issue price of US$1.00. The target
dividends and returns set out above are targets only and are not
profit forecasts. There can be no assurance that these targets can
or will be met and they should not be seen as an indication of the
Company's expected or actual results or returns.
Commenting on today's announcement Sue Inglis, Chair of
ThomasLloyd Energy Impact Trust plc, said:
"It is clear that investors see the economic attraction of
investing in our target markets, as well as the positive
environmental and social impact these investments bring. As we
reach the milestone of our first year in operation, we believe that
the foundations for strong and efficient deployment of capital at
scale are now in place and that existing and new shareholders will
benefit from growing the Company through further issuance."
Michael Sieg, Group Chief Executive of the Investment Manager,
commented:
"Asia is the world's largest and fastest growing consumer of
energy, 85% of which comes from fossil fuels. As a result, carbon
emissions in Asia exceed those of Europe and North America
combined, a fact that is a key focus of COP27. TLEI remains the
only LSE-traded company that allows investors to directly access
this market through investment in sustainable energy infrastructure
assets in the fast-growing economies of Asia, as well as
effectively addressing the global challenge of reaching net zero by
2050."
Definitions
Any capitalised terms used but not otherwise defined in this
announcement have the meaning set out in the Prospectus.
Enquiries:
ThomasLloyd Group (Investment Manager)
Anneliese Diedrichs Tel: +41 (0)79 659 6513
Anneliese.diedrichs@thomas-lloyd.com
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 (Sales)
Sohail Akbar (ECM Syndicate)
Camarco Tel: +44 (0)20 3757 4982
Louise Dolan thomaslloyd@camarco.co.uk
Eddie Livingstone-Learmonth
Phoebe Pugh
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.
Disclaimer
Members of the public are not eligible to take part in the
Placing. This announcement and the terms and conditions referred to
herein are directed in the United Kingdom only at persons selected
by Shore Capital or Peel Hunt LLP who are "investment
professionals" falling within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (the
FPO) or "high net worth companies, unincorporated associations etc"
falling within Article 49(2) of the FPO, or persons to whom it may
otherwise be lawfully communicated (all such persons together being
referred to as "Relevant Persons"). This announcement and the terms
and conditions referred to in Part XII of the Prospectus must not
be acted on or relied on in the United Kingdom by persons who are
not Relevant Persons. Any investment or investment activity to
which this announcement relates is available only to, and will be
engaged in only with, persons in the United Kingdom who are
Relevant Persons.
In the United Kingdom, this announcement is being directed
solely at persons in circumstances in which section 21(1) of the
Financial Services and Markets Act 2000 (as amended) does not
apply. This announcement does not constitute or form part of, and
should not be construed as, any offer or invitation or inducement
for sale, transfer or subscription of, or any solicitation of any
offer or invitation to buy or subscribe for or to underwrite, any
share in the Company or to engage in investment activity (as
defined by the Financial Services and Markets Act 2000) in any
jurisdiction nor shall it, or any part of it, or the fact of its
distribution form the basis of, or be relied on in connection with,
any contract or investment decision whatsoever, in any
jurisdiction. This announcement does not constitute a
recommendation regarding any securities.
This communication is only addressed to, and directed at,
persons in member states of the European Economic Area who are
"qualified investors" within the meaning of Article 2(e) of the
Prospectus Regulation ("Qualified Investors"). For the purposes of
this provision, the expression "Prospectus Regulation" means
Regulation (EU) 2017/1129.
The material set forth herein is not intended, and should not be
construed, as an offer of securities for sale or subscription in
the United States or any other jurisdiction. Any purchase of New
Ordinary Shares should be made solely on the basis of the
information contained in the Prospectus. This announcement is not
for publication or distribution, directly or indirectly, in or into
the United States (including its territories and possessions, any
state of the United States and the District of Columbia),
Australia, Canada, South Africa, Japan or any member state of the
EEA (other than any member state of the EEA where the securities
may be lawfully marketed). The distribution of this announcement
may be restricted by law in certain jurisdictions and persons into
whose possession any document or other information referred to
herein comes should inform themselves about and observe any such
restriction. Any failure to comply with these restrictions may
constitute a violation of the securities laws of any such
jurisdiction. The Company will not be registered under the US
Investment Company Act of 1940, as amended. In addition, the New
Ordinary Shares referred to herein have not been and will not be
registered under the US Securities Act of 1933 (the "Securities
Act") or under the securities laws of any state of the United
States and may not be offered or sold in the United States or to or
for the account or benefit of US persons absent registration or
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 State securities laws. The offer and
sale of New Ordinary Shares referred to herein has not been and
will not be registered under the Securities Act or under the
applicable securities laws of any state, province or territory of
Australia, Canada, South Africa, Japan or any member state of the
EEA (other than any member state of the EEA where the securities
may be lawfully marketed). Subject to certain exceptions, the New
Ordinary Shares referred to herein may not be offered or sold in
Australia, Canada, South Africa, Japan or any member state of the
EEA (other than any member state of the EEA where the securities
may be lawfully marketed) or to, or for the account or benefit of,
any national, resident or citizen of Australia, Canada, South
Africa, Japan or any member state of the EEA (other than any member
state of the EEA where the securities may be lawfully marketed).
There will be no offer of the New Ordinary Shares in the United
States, Australia, Canada, South Africa, Japan or any member state
of the EEA (other than any member state of the EEA where the
securities may be lawfully marketed).
The merits or suitability of any securities must be
independently determined by the recipient on the basis of its own
investigation and evaluation of the Company. Any such determination
should involve, among other things, an assessment of the legal,
tax, accounting, regulatory, financial, credit and other related
aspects of the securities.
This announcement may not be used in making any investment
decision in isolation. This announcement on its own does not
contain sufficient information to support an investment decision
and investors should ensure that they obtain all available relevant
information before making any investment. This announcement does
not constitute a recommendation concerning the Placing. The price
and value of securities can go down as well as up. Past performance
is not a guide to future performance. The contents of this
announcement are not to be construed as legal, business, financial
or tax advice. Each Shareholder or prospective investor should
consult his, her or its own legal adviser, business adviser,
financial adviser or tax adviser for legal, financial, business or
tax advice. No reliance may be placed for any purposes whatsoever
on this announcement or its completeness.
The information and opinions contained in this announcement are
provided as at the date of the announcement and are subject to
change without notice and no representation or warranty, express or
implied, is or will be made in relation to the accuracy or
completeness of the information contained herein and no
responsibility, obligation or liability or duty (whether direct or
indirect, in contract, tort or otherwise) is or will be accepted by
the Company, the Investment Manager, Shore Capital, Peel Hunt or
any of their affiliates or by any of their respective officers,
employees or agents to update or revise publicly any of the
statements contained herein. No reliance may be placed for any
purpose whatsoever on the information or opinions contained in this
announcement or on its completeness, accuracy or fairness. The
document has not been approved by any competent regulatory or
supervisory authority.
Potential investors should be aware that any investment in the
Company is speculative, involves a high degree of risk, and could
result in the loss of all or substantially all of their investment.
Results can be positively or negatively affected by market
conditions beyond the control of the Company or any other person.
Any data on past performance contained herein is no indication as
to future performance and there can be no assurance that any
targeted or projected returns will be achieved or that the Company
will be able to implement its investment strategy or achieve its
investment objectives. Any target returns published by the Company
are targets only. There is no guarantee that any such returns can
be achieved or can be continued if achieved, nor that the Company
will make any distributions whatsoever. There may be other
additional risks, uncertainties and factors that could cause the
returns generated by the Company to be materially lower than the
target returns of the Company.
The information in this announcement may include forward-looking
statements, which are based on the current expectations, intentions
and projections about future events and trends or other matters
that are not historical facts and in certain cases can be
identified by the use of terms such as "may", "will", "should",
"expect", "anticipate", "project", "estimate", "intend",
"continue", "target", "believe" (or the negatives thereof) or other
variations thereof or comparable terminology. These forward-looking
statements, as well as those included in any related materials, are
not guarantees of future performance and are subject to known and
unknown risks, uncertainties, assumptions about the Company and
other factors, including, among other things, the development of
its business, trends in its industry, and future capital
expenditures and acquisitions. In light of these risks,
uncertainties and assumptions, the events in the forward-looking
statements may not occur and actual results may differ materially
from those expressed or implied by such forward looking statements.
Given these risks and uncertainties, prospective investors are
cautioned not to place undue reliance on forward-looking
statements.
Shore Capital and Peel Hunt, which are authorised and regulated
in the United Kingdom by the Financial Conduct Authority, are
acting exclusively for the Company and for no-one else in relation
to the Subsequent Placing and Subsequent Admission. Shore Capital
and Peel Hunt will not regard any other person (whether or not a
recipient of this announcement) as their clients in relation to the
Subsequent Placing or Subsequent Admission and will not be
responsible to anyone other than the Company for providing the
protections afforded to its clients or for providing any advice in
relation to the Subsequent Placing or Subsequent Admission, the
contents of this announcement or any transaction or arrangement
referred to herein. Apart from the responsibilities and
liabilities, if any, which may be imposed on Shore Capital or Peel
Hunt by the FSMA or the regulatory regime established thereunder,
Shore Capital and Peel Hunt make no representation express or
implied in relation to, nor accept any responsibility whatsoever
for, the contents of this announcement or any other statement made
or purported to be made by it or on its behalf in connection with
the Company, the New Ordinary Shares, the Subsequent Placing or
Subsequent Admission. Accordingly, to the fullest extent
permissible by law, Shore Capital and Peel Hunt disclaims all and
any responsibility or liability whether arising in tort, contract
or otherwise which they might have in respect of this announcement
or any other statement.
Solely for the purposes of the product governance requirements
contained within (a) the UK's implementation of EU Directive
2014/65/EU on markets in financial instruments, as amended ("UK
MiFID II") and (b) the UK's implementation of Articles 9 and 10 of
Commission Delegated Directive (EU) 2017/593 supplementing UK MiFID
II, and in particular Chapter 3 of the Product Intervention and
Product Governance Sourcebook of the FCA (together, the "MiFID II
Product Governance Requirements"), and disclaiming all and any
liability whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the New
Ordinary Shares have been subject to a product approval process,
which has determined that such securities 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 UK MiFID II; and (ii) eligible for distribution
through all distribution channels as are permitted by UK MiFID II
(the "Target Market Assessment"). Notwithstanding the Target Market
Assessment, distributors (such term to have the same meaning as in
the MiFID II Product Governance Requirements) should note that: the
market price of the New Ordinary Shares may decline and investors
could lose all or part of their investment; the New Ordinary Shares
offer no guaranteed income and no capital protection; and an
investment in the New Ordinary 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, Shore Capital and Peel Hunt will only
procure investors (pursuant to the Placing) who meet the criteria
of professional clients and eligible counterparties. For the
avoidance of doubt, the Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for
the purposes of UK MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the New Ordinary
Shares. Each distributor is responsible for undertaking its own
target market assessment in respect of the New Ordinary Shares and
determining appropriate distribution channels.
PRIIPS Regulation
In accordance with the PRIIPs Regulation, a Key Information
Document ("KID") in respect of the New Ordinary Shares has been
prepared by the Company and is available to investors at
www.tlenergyimpact.com . If you are distributing the New Ordinary
Shares, it is your responsibility to ensure that the relevant KID
is provided to any clients that are "retail clients".
The Company is the only manufacturer of the New Ordinary Shares
for the purposes of the PRIIPs Regulation and Shore Capital and
Peel Hunt are not the manufacturers for these purposes. Shore
Capital and Peel Hunt make no representation, express or implied,
nor accept any responsibility whatsoever for the contents of the
KID prepared by the Company nor accept any responsibility to update
the contents of the KID in accordance with the PRIIPs Regulation,
to undertake any review processes in relation thereto or to provide
such KID to future distributors of New Ordinary Shares.
Accordingly, Shore Capital and Peel Hunt disclaim all and any
liability whether arising in tort or contract or otherwise which it
might have in respect of the KID or any other key information
document prepared by the Company from time to time.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
MSCBVLBBLFLXFBK
(END) Dow Jones Newswires
November 08, 2022 02:00 ET (07:00 GMT)
Thomaslloyd Energy Impact (LSE:TLEP)
Historical Stock Chart
From Nov 2024 to Dec 2024
Thomaslloyd Energy Impact (LSE:TLEP)
Historical Stock Chart
From Dec 2023 to Dec 2024
