This announcement is an advertisement and does not constitute a prospectus and investors must subscribe for or purchase any shares referred to in this announcement only on the basis of information contained in the prospectus (the “Prospectus”) published by ThomasLloyd Energy Impact Trust plc (the “Company”) and not in reliance on this announcement. A copy of the Prospectus will, subject to certain access restrictions, shortly be available for inspection on the Company’s website www.tlenergyimpact.com. This announcement does not constitute, and may not be construed as, an offer to sell or an invitation to purchase, investments of any description, or a recommendation regarding the issue or the provision of investment advice by any party.
Defined terms in this announcement have the same meaning as defined in the Prospectus.
Further to its Intention to Float announcement published on 4 November 2021, ThomasLloyd Energy Impact Trust plc (“TLEI” or “the Company”), a newly established closed-ended investment company which will invest in a diversified portfolio of unlisted sustainable energy infrastructure assets in fast-growing and emerging economies in Asia, is pleased to announce the publication of its Prospectus in connection with the initial public offering (“IPO”) of the Company’s Ordinary Shares (the “Ordinary Shares”) and proposed admission of its Ordinary Shares to the premium segment of the Official List of the Financial Conduct Authority and to trading on the main market of the London Stock Exchange (“Admission”).
The Company is targeting gross proceeds of up to $335 million through the issue of up to 300 million Ordinary Shares by way of the Initial Placing, the Offer for Subscription and the Intermediaries Offer at $1 per Ordinary Share (the “Initial Issue”).
Participants in the Initial Issue may elect to subscribe for Ordinary Shares in US Dollars or Sterling (or such other currency as the Directors may permit) at a price per Ordinary Share equal to the Initial Issue Price (converted into the relevant currency at the Relevant Exchange Rate). The Relevant Exchange Rate and the equivalent Issue Price are not known as at the date of this announcement and will be notified by the Company via a RIS announcement prior to Initial Admission.
A copy of the Prospectus has been submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. The Prospectus will also shortly be available on the Company’s website at www.tlenergyimpact.com where further information on the Company can also be found.
Offer for Subscription
Under the Initial Issue, Ordinary Shares will be made available by the Company under the Offer for Subscription at the Initial Issue Price, subject to the terms and conditions of application under the Offer for Subscription set out in Part XIII (Terms and Conditions of the Offer for Subscription) of the Prospectus.
Intermediaries Offer
The IPO includes an intermediaries offer to enable retail investor participation. As at the date of the Prospectus, the following intermediaries have agreed to participate in the Intermediaries Offer: AJ Bell, Equiniti (including EQ Shareview), Interactive Investor Services Limited and PrimaryBid Limited. Details on how to invest and the participating intermediaries are outlined on the Company’s website, www.tlenergyimpact.com.
ISAs, SIPPs and SSASS
Shares which are bought pursuant to the IPO (including the Offer for Subscription and Intermediaries Offer) or in the secondary market should be eligible to be held in a stocks and shares ISA, subject to applicable annual subscription limits. Investments held in ISAs will be free of UK tax on both capital gains and income. Shares should be eligible for inclusion in a self-invested personal pension (“SIPP“) or a small self administered scheme (“SSAS“), subject to the discretion of the trustees of the SIPP or the SSAS, as the case may be. The opportunity to invest in Shares through an ISA is restricted to certain UK resident individuals aged 18 and over. Individuals wishing to invest in Shares through an ISA, SSAS or SIPP should contact their professional advisers regarding their eligibility.
Sue Inglis, Chair of ThomasLloyd Energy Impact Trust PLC, said:
“Whilst COP26 may not have achieved all that we might have hoped for, it is worth noting the Glasgow Climate Pact is the first ever COP decision explicitly to target action against fossil fuels. No one can doubt the urgent need for action and not just words. As the first ever dedicated emerging markets renewable energy offering to list on the London Stock Exchange, TLEI will be investing in the region where the need to address climate change is most urgent. Our investors’ capital will be used to achieve a positive and measurable environmental and social impact. We believe this impact, in conjunction with the prospective financial returns, is a compelling investment opportunity for investors.”
Michael Sieg, Chief Executive Officer of ThomasLloyd, said:
“A US Dollar invested in sustainable energy infrastructure in Asia has a greater social and environmental impact than the same US Dollar spent in Europe or North America. This US Dollar has more purchasing power, buying more land on which to build and generate more renewable energy and creating greater numbers of employment opportunities. We look forward to deploying the net proceeds of the IPO into an already identified pipeline of opportunities”.
Supplemental Information for Unconnected Sell Side Research Analysts
Please contact Jack Roddan (thomaslloyd@montfort.london) and James Kinsbrook (james.kinsbrook@thomas-lloyd.com) if you are an unconnected research analyst and would like to receive access to additional information on the Company and an invitation to an analyst presentation at 11.30 a.m. on 23 November 2021.
Expected Timetable
| Publication of the Prospectus and commencement of the Initial Issue | 19 November 2021 |
| Latest time and date for applications under the Offer for Subscription | 1:00 p.m. on 9 December 2021 |
| Latest time and date for applications under the Intermediaries Offer | 3:00 p.m. on 9 December 2021 |
| Latest time and date for placing commitments under the Initial Placing* | 5:00 p.m. on 9 December 2021 |
| Publication of results of the Initial Issue and the Relevant Exchange Rate | 10 December 2021 |
| Initial Admission and dealings in Ordinary Shares commence | 8:00 a.m. on 14 December 2021 |
| CREST Accounts credited with uncertificated Ordinary Shares | as soon as practicable after 8:00 on 14 December 2021 |
| Where applicable, definitive share certificates despatched by post | week commencing 20 December 2021 |
* or such later time and date as may be notified to a Placee Any changes to the expected timetable set out above will be notified to the market by the Company through a Regulatory Information Service announcement. In any case, Initial Admission and dealings in Ordinary Shares will commence by no later than the Long Stop Date. References to times are to London times.
Initial Issue Statistics
| Initial Issue Price per Ordinary Share* | US$1.00 |
| Gross Initial Proceeds ** | US$300 million |
| Estimated Net Initial Proceeds*** | US$294 million |
| Expected Net Asset Value per Ordinary Share on Initial Admission | US$0.98 |
* The minimum subscription per investor pursuant to the Offer for Subscription is US$1,000 (or £1,000) and multiples of US$100 (or £100) thereafter. Participants in the Initial Issue may elect to subscribe for Ordinary Shares in Sterling or in US Dollars (or such other currency as the Directors may permit) at a price per Ordinary Share equal to the Initial Issue Price (converted into the relevant currency at the Relevant Exchange Rate). The Relevant Exchange Rate and the equivalent Initial Issue Price are not known as at the date of this announcement and will be notified by the Company via a Regulatory Information Service announcement prior to Initial Admission.
** Assuming that the Initial Issue is subscribed as to 300 million Ordinary Shares.
*** Assuming that the Initial Issue is subscribed as to 300 million Ordinary Shares. The maximum Gross Initial Proceeds are US$300 million with the actual size of the Initial Issue being subject to investor demand. The number of Ordinary Shares to be issued pursuant to the Initial Issue, and therefore the Gross Initial Proceeds, is not known as at the date of this announcement but will be notified to the market by the Company via an RIS announcement prior to Initial Admission. The Initial Issue will not proceed if the Gross Initial Proceeds would be less than US$110 million. If the Initial Issue does not proceed, subscription monies received will be returned without interest at the risk of the applicant.
Dealing Codes
| ISIN for Ordinary Shares | GB00BLBJFZ25 |
| SEDOL (in respect of Ordinary Shares traded in US Dollars) | BLBJFZ2 |
| SEDOL (in respect of Ordinary Shares traded in Sterling) | BL5BF76 |
| Ticker symbol (in respect of Ordinary Shares traded in US Dollars) | TLEI |
| Ticker symbol (in respect of Ordinary Shares traded in Sterling) | TLEP |
For further enquiries please contact
| ThomasLloyd – Investment Manager Michael Sieg Tony Coveney Nandita Sahgal Tully Anneliese Diedrichs | + 41 (0) 44 213 6767 |
| Shore Capital – Sponsor and Bookrunner Sales Adam Gill Mathew Kinkead Corporate Broking Fiona Conroy Henry Willcocks Corporate Advisory Robert Finlay Rose Ramsden | 020 7647 8123 020 7601 6626 020 7601 6128 020 7601 6140 020 7601 6115 020 7601 6110 |
| Montfort Communications – PR Adviser Gay Collins Jack Roddan | +44(0) 203 770 7919 thomaslloyd@montfort.london |
About ThomasLloyd – an experienced and specialised Investment Manager
The Investment Manager is a wholly-owned subsidiary of ThomasLloyd Group (“ThomasLloyd”). Founded in 2003, the Group is a leading impact investor and provider of climate financing. Headquartered in Zurich, the Group has operations in 16 locations across North America, Europe and Asia. The Group’s Infrastructure Investment Team is based in London with representation in Zurich, India, the Philippines, Singapore and Hong Kong.
Over the last decade, ThomasLloyd has deployed over US$1 billion across 16 projects in renewable energy power generation, transmission and sustainable fuel production with a total capacity in excess of 700 MW. This includes financing and constructing the first utility-scale solar power plant in the Philippines in 2013.
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, sectors and technologies.
Since 2013, the firm 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. This captures metrics including employment data, gender ratio, health and safety data, security of electricity supply data and environmental statistics and information such as CO2 offset, greenhouse gas emissions, biodiversity information and details on water usage.
ThomasLloyd has previously partnered with the International Finance Company (“IFC”), is a member of the World Bank Group and an authorised partner of the European Investment Bank and was an early signatory of the United Nations Principles for Responsible Investment.
IMPORTANT NOTICES
This communication is only addressed to, and directed at, persons in the United Kingdom who are “qualified investors” within the meaning of Article 2(e) of the UK Prospectus Regulation (“Qualified Investors“). For the purposes of this provision, the expression “UK Prospectus Regulation” means the UK version of the EU Prospectus Regulation (2017/1129/EU) which is part of UK law by virtue of the European Union (Withdrawal) Act 2018. In the United Kingdom, this communication is being distributed only to, and is directed only at, Qualified Investors (i) who have professional experience in matters relating to investments who fall within the definition of “investment professional” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (“Order”), or (ii) who are high net worth companies, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) of the Order, and (iii) other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as “relevant persons”). Any investment or investment activity to which this communication relates is available only to and will only be engaged in with such persons. This communication must not be acted on or relied on in the United Kingdom, by persons who are not Qualified Investors.
This announcement is an advertisement and not a prospectus and investors should not subscribe for or purchase any shares referred to in this announcement except on the basis of information in the prospectus to be published by the Company in connection with the admission of the shares in the capital of the Company to the Official List of the Financial Conduct Authority and to trading on the London Stock Exchange plc’s main market for listed securities (“Prospectus“). Copies of the Prospectus are available from the Company’s website.
This announcement is not an offer to sell or a solicitation of any offer to buy the securities of the Company (such securities being the Securities) in the United States, Australia, Canada, Japan, South Africa or in any other jurisdiction where such offer or sale would be unlawful.
The Company has not been and will not be registered under the US Investment Company Act of 1940 (“Investment Company Act“) and, as such, holders of the Securities will not be entitled to the benefits of the Investment Company Act. No offer, sale, resale, pledge, delivery, distribution or transfer of the Securities may be made except under circumstances that will not result in the Company being required to register as an investment company under the Investment Company Act. The Securities have not been and will not be registered under the US Securities Act of 1933 (“Securities Act“), or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered, sold, resold, pledged, distributed or transferred, directly or indirectly, into or within the United States or to, or for the account or benefit of, US persons as defined in Regulation S under the Securities Act (“US Persons“) except 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 securities laws of any state or other jurisdiction of the United States and in a manner which would not require the Company to register under the Investment Company Act. No public offering of the Securities is being made in the United States.
Nothing in this announcement constitutes investment advice and any recommendations that may be contained herein have not been based upon a consideration of the investment objectives, financial situation or particular needs of any specific recipient.
The information and opinions contained in this announcement are provided as at the date of the document and are subject to change 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 or any of their affiliates or by any of their respective officers, employees or agents in relation to it. 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. The returns set out in the Prospectus and in this announcement are targets only. There is no guarantee that any returns set out in the Prospectus and in this announcement 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 returns set out in this announcement. Past performance cannot be relied on as a guide to future performance.
The information in this announcement may include forward-looking statements, which are based on the current expectations and projections about future events 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 thereon) or other variations thereon or comparable terminology. These forward-looking statements, as well as those included in any related materials, are subject to risks, uncertainties and assumptions about the Company, including, among other things, the development of its business, trends in its operating 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.
Each of the Company, the Investment Manager and Shore Capital and their affiliates and their respective officers, employees and agents expressly disclaim any and all liability which may be based on this announcement and any errors therein or omissions therefrom.
No representation or warranty is given to the achievement or reasonableness of future projections, management targets, estimates, prospects or returns, if any. Any views contained herein are based on financial, economic, market and other conditions prevailing as at the date of this announcement. The information contained in this announcement will not be updated.
Information to Distributors
Solely for the purposes of the product governance requirements contained within the FCA’s PROD3 Rules on product governance within the FCA Handbook (the “FCA PROD3 Rules“) and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the FCA PROD3 Rules) may otherwise have with respect thereto, the Ordinary Shares the subject of the Initial Issue or the Placing Programme (or any class of C Shares the subject of a Subsequent Placing) have been subject to a product approval process, which has determined that such Ordinary Shares or any class of C Shares 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 FCA Glossary; and (ii) eligible for distribution through all distribution channels as are permitted by PROD3 (the “Target Market Assessment“).
Notwithstanding the Target Market Assessment, distributors should note that: the price of the Ordinary Shares or any class of C Shares may decline and investors could lose all or part of their investment; the Ordinary Shares or any class of C Shares offer no guaranteed income and no capital protection; and an investment in the Ordinary Shares or any class of C 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 Initial Issue or any Subsequent Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Shore Capital will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (i) an assessment of suitability or appropriateness for the purposes of the FCA PROD3 Rules; or (ii) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Ordinary Shares or any class of C Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the Ordinary Shares or any class of C Shares and determining appropriate distribution channels.
