Another day, another announcement in the dispute between board and manager of ThomasLloyd Energy Impact. Here is the board’s riposte to yesterday’s statement by the manager.
The board of the company (the “board”) notes the announcement on 16 August 2023 by ThomasLloyd Group Limited (“TLG”) and its subsidiary ThomasLloyd Global Asset Management (Americas) LLC (the “investment manager”), and makes the following brief but important clarificatory statements:
- The board’s statements in its announcement of 15 August 2023 were not “false” – they were supported by verified documentary evidence. The company was required to publish this material new information as soon as possible under the UK’s Market Abuse Regulation (“MAR”).
- The investment manager’s comments on the RUMS Project:
- Ignore that the choice facing the company has been to either proceed with a project expected to be significantly value destructive to shareholders or incur liabilities relating to non-completion which could be up to US$33.5m. Describing the exposure to the company as “theoretical” is misleading.
- Ignore that, whilst project returns may now be “increasing”, this is from a very low base and the net present value of the RUMS Project remains substantially negative according to the paper provided by the investment manager to the board on 25 July 2023.
- Ignore that the board has sanctioned nominal preparatory costs in order to maintain optionality with regard to the way forward whilst the board assesses the investment manager’s recommendation to proceed with the project.
- Ignore that, whilst certain information was communicated in the August, November and December 2022 board meetings, the simple fact is that, despite the board’s enquiries regarding funding the project in H2 2022, the first time the board was advised that progressing with the project would require a capital injection from the company was in February 2023 (with that figure then significantly increasing again by April 2023), and the first time the investment manager was aware that a substantially increased capital call on SolarArise shareholders would be required was, at the latest, August 2022.
- There is no evidence that the investment manager can realistically expect to deliver on its “aim” of publishing the 2022 accounts by 30 September 2023.
- The Investment manager appears to misunderstand its key role and relationship with the company if it does not see why material information should be provided to the board. The Investment manager should be reminded that it has been given delegated portfolio management responsibilities while the board’s role is to provide oversight of these services for, and act in the best interests of, shareholders. For the board to discharge its duties, it requires, in a timely manner, all information in the investment manager’s possession that may have a material impact on the company’s financial position and prospects, allowing it to comply with its obligations, including its announcement obligations under MAR.
[We were wondering in the office yesterday – at what point might the various regulators that oversee the company and the manager choose to take an interest in this?]
TLEI : Board hits back again in ThomasLloyd Energy Impact dispute