ThomasLloyd Energy Impact (TLEI) has announced a date for the second EGM requisitioned by the manager (which holds around 15% of the trust’s shares), which is to be held on Monday 25 September 2023 at 10.00 am (at the offices of Stephenson Harwood LLP, 1 Finsbury Circus, London EC2M 7SH). We have been following this saga in detail both in our news coverage and our weekly shows and for anyone looking for a summary of what has occurred so far, we would recommend watching the playback of the news section of our shows from Friday 18 August and Friday 25 August.
At the first of its requisitioned EGMs, the manager attempted to push through a continuation vote at a time when the board was recommending shareholders vote against continuation, citing issues with the RUMS project and manager and saying that insufficient information was available for shareholders to make an informed decision on the company’s future. The manager failed to secure the continuation it sought with shareholders voting 58% to 42% in favour of the board’s recommendation. At this second EGM, the manager is seeking to remove all existing members of the board and appoint a set of replacement directors of its choosing. As we have previously said, we can’t see how this is in anyone but the manager’s interests and, with just 15% of TLEI’s issued share capital, we cannot see any realistic proposition of the existing board being removed and think that the manager would be well-advised to retract its requisition request.
In its announcement this morning, the board has stated its reasons why it believes shareholders should vote against all the resolutions. These are as follows:
At the Company’s annual general meeting held on 30 June 2023, shareholders representing over 97 per cent. of the votes cast voted in favour of the re-election of the current Directors.
On 11 July 2023, the Company received a first requisition notice from the Requisitioning Shareholders requiring the Company to convene a general meeting to propose an ordinary resolution that the Company should continue in its present form (a “Continuation Resolution”).
At the requisitioned general meeting held on 24 August 2023 (the “First Requisitioned General Meeting”), shareholders representing approximately 58 per cent. of the votes cast voted against the Continuation Resolution, in line with the Board’s voting recommendation. Of the total votes cast by shareholders that are independent of the Company’s investment manager and the Requisitioning Shareholders, approximately 69 per cent. were cast against the Continuation Resolution. Of the total issued share capital, shareholders representing approximately 53 per cent. voted against the Continuation Resolution.
Given the result of both the vote at the annual general meeting held on 30 June 2023 and at the First Requisitioned General Meeting, the Board has been given support by the majority of shareholders and a clear mandate for the way forward. Following the publication of the result of the First Requisitioned General Meeting, and in light of the outcome, the Company wrote to ThomasLloyd Group Limited requesting that it agree to withdraw the Second Requisition which it has refused to do. The Board is therefore disappointed to have to convene a further general meeting to consider a second set of resolutions proposed by the same Requisitioning Shareholders.
As a fully independent Board of Directors, the current Board’s priority is achieving the best outcome for shareholders as a whole. With that in mind, and as announced by the Company on 24 August 2023 and taking into account feedback from shareholders, the current Board is making good progress with a detailed review of the options for the relaunch of the Company. In addition, we are making good progress on a number of other critical workstreams, including the re-evaluation of the Company’s 200 MW DC solar PV project to-be-constructed in Rewa Ultra Mega Solar Park in India (known as the ‘RUMS Project’), ensuring the ongoing management of the Company’s operating assets, finalising the 31 December 2022 and 30 June 2023 valuations, 2022 accounts and audit and 2023 interim report and lifting the suspension of admission to listing and trading of the Company’s shares (the “Suspension”).
For these purposes, the current Directors are working closely with the Company’s valuer and auditor as well as other advisers to progress the finalisation of the Company’s valuations and accounts, in order to permit the lifting of the Suspension, and will continue to be deeply involved in these workstreams both prior to the Second Requisitioned General Meeting and, if shareholders vote against the Resolutions, following that meeting.
The Board believes that removing the current Directors and appointing new ones who are unfamiliar with the Company will be highly disruptive to the progress of these critical workstreams and will only lead to further delay. The Board has commenced and is already fully engaged in the process of reviewing the options for the future of the Company following the recent vote against the Continuation Resolution and the desire for a relaunch and believes that appointing an entirely new board proposed by the Requisitioning Shareholders will delay that process too.
The Board intends to provide shareholders with a further update in advance of the Second Requisitioned General Meeting.
Board’s recommendation
The Directors unanimously recommend shareholders vote against all the Resolutions to be proposed at the Second Requisitioned General Meeting.
Sue Inglis, Chair of ThomasLloyd Energy Impact Trust plc said: “The current Board is fully committed and determined to oversee the ongoing processes required to deliver the best possible future for the Company. At the forefront of the Board’s mind is the desire for a successful relaunch of the Company with an Asian focus and impact strategy. The Board believes that it is very much in the interests of the Company for shareholders to act now in a unified manner thereby reinforcing the clear mandate given at the First Requisitioned General Meeting to the current Board to seek to deliver this objective. Accordingly, the Board is recommending shareholders to vote against all the requisitioned resolutions.”