Proposed Initial Public Offering on the Premium Segment of the London Stock Exchange, targeting US$300 million fundraise to invest in sustainable energy infrastructure in Asia

THIS ANNOUNCEMENT IS BEING PROVIDED TO YOU SOLELY FOR YOUR INFORMATION. THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, INTO OR WITHIN CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA, THE UNITED STATES OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF APPLICABLE SECURITIES LAWS.

This announcement is an advertisement for the purposes of the Prospectus Regulation Rules of the UK Financial Conduct Authority (“FCA“) and is not a prospectus. Investors should not subscribe for or purchase any securities referred to in this announcement except on the basis of information in a prospectus (the “Prospectus“) in its final form which may be published by the Company in connection with the proposed Admission (as defined below).

A copy of the Prospectus will, following publication, subject to certain access restrictions, be available for inspection on the Company’s website: https://tlenergyimpact.com and at the Company’s registered office and will be made available for viewing at the National Storage Mechanism at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

THOMASLLOYD ENERGY IMPACT TRUST PLC (“TLEI” or the “Company”)

• Experienced impact investment manager focused on delivering ‘triple return’
• Financial return of 10-12% per annum, providing shareholders with an attractive level of dividend income and prospects for dividend growth and capital appreciation over the long-term
• Measurable environmental return under recognised frameworks
• Discernible social return in regions of greatest opportunity and biggest impact 

ThomasLloyd Energy Impact Trust PLC, a new closed-ended investment company established to invest in a diversified portfolio of unlisted sustainable energy infrastructure assets in fast-growing and emerging economies in Asia, announces its intention to launch an Initial Public Offering (“IPO”) to raise up to US$340 million (the “Target Raise”) by way of a placing, offer for subscription and intermediaries offer of ordinary shares (the “Issue”). The Company will seek admission of the ordinary shares to the premium listing segment of the Official List of the Financial Conduct Authority and to trading on the London Stock Exchange’s Main Market (“Admission”).

The Investment Manager is ThomasLloyd Group (“ThomasLloyd” or the “Investment Manager”), a leading impact investor and provider of climate financing. Founded in 2003 and with a history of sustainability in investment management and advisory, ThomasLloyd is one of the longest-established and most experienced investors in sustainable energy infrastructure in high growth and emerging markets in Asia.

The Company is targeting an annual dividend yield of at least 7% in respect of periods commencing after 1 January 2024, with the aim of progressively increasing the annual nominal target dividend in future periods³ (the “Target Dividend”). Prior to this, TLEI is targeting an initial annual dividend yield of 2-3% in 2022, rising to 5-6% in 2023³ (the “Initial Target Dividend”). The Company will target a NAV total return of 10-12% per annum (net of all fees, expenses and taxes) over the medium-to-long term ³ (the “Target NAV Total Return”).

TLEI has an investment objective of delivering a triple return, comprising a financial return on investment, a measurable environmental return and a discernible social return by investing in a diversified portfolio of unlisted sustainable energy infrastructure assets in the areas of renewable power generation, transmission infrastructure, energy storage and sustainable fuel production (“Sustainable Energy Infrastructure Assets”) in fast-growing and emerging economies in Asia.

TLEI is expected to qualify for the London Stock Exchange’s Green Economy Mark¹ at Admission, which recognises companies that derive 50% or more of their total annual revenues from products and services that contribute to the global green economy. As a fund that has sustainable investment as its objective, the Company is also expected to qualify as an Article 9 fund under the EU Sustainable Finance Disclosure Regulation (“SFDR”).

The Company has engaged Shore Capital as Sponsor, Global Co-Ordinator and Sole Bookrunner.

HIGHLIGHTS

Compelling market opportunity arising from the growth in GDP, population and urbanisation driving power demand in LMIC countries in Asia

• First ever dedicated offering on the London Stock Exchange providing direct access to sustainable real assets in fast-growing and emerging economies in Asia.
• Asia’s 4.6bn people account for more than half of global energy consumption – 85% of that consumption is from fossil fuels. Carbon emissions in Asia are now greater than Europe and North America combined.
• Economic and population growth, together with rapid urbanisation, in Low Middle Income Countries (“LMIC”) in Asia is driving huge demand for funding to develop and upgrade existing energy infrastructure.
• The average ‘carbon cost’² of GDP (being the amount of carbon released in proportion to the generation of US$1 of GDP) in Asia is almost four times as high as that of the four largest economies in Europe, making investment in Asian renewable energy vital to achieving a Net Zero world by 2050.
• The Company believes that private capital will play a critical role in closing the funding gap in the expected c. US$1 trillion funding shortfall for current infrastructure investment spend across India, the Philippines, Indonesia, Vietnam and Bangladesh. 
• TLEI intends to provide investors with an attractive level of dividend income and the prospects of dividend growth and capital appreciation over the long term, delivered with low volatility and uncorrelated to other asset classes and also offers geographical portfolio diversification to investors who already have exposure to infrastructure assets in developed markets.

Prospect of long-term dividend income in excess of 7% per annum from sustainable investments with stable cash flows and delivering significant environmental and social impact

• TLEI believes its proposed portfolio of diversified Sustainable Energy Infrastructure Assets will generate stable long-term cash flows, in support of its dividend targets yielding:
  • 2-3% for the first financial year to 31 December 2022,
  • 5-6% for the year ending 31 December 2023 and
  • at least 7% per annum thereafter, and targeting progressive dividend growth³.
• TLEI is targeting a net asset value total return of 10-12% per annum over the medium-to-long term³.

Anchor investor, an affiliate of the Investment Manager, to receive US$35 million in ordinary shares as part consideration for seed assets

• US$35 million of the consideration for the seed assets contributed by the anchor investor, an affiliate of the Investment Manager, to be settled through the issue of ordinary shares at US$1 per share (the “Consideration Shares”), ensuring strong alignment of interests of shareholders and the Investment Manager.
• The Consideration Shares will take the total initial issue to US$335 million.
• The anchor investor’s holding of the Consideration Shares will be subject to market standard lock-in conditions.

In-principle decision from FCDO to make an investment of up to £25 million as part of UK Government’s FCDO Initiative to mobilise capital to emerging and developing countries (subject to completion of FCDO’s diligence)

• TLEI is a finalist in the UK Government’s Mobilising Institutional Capital Through Listed Product Structures (“MOBILIST”) programme run by the Foreign, Commonwealth & Development Office (“FCDO”).
• As announced at COP26 Finance Day, the MOBILIST programme has taken an in-principle decision to make an investment of up to £25 million in TLEI, subject to conclusion of diligence.
• This demonstrates the UK government’s commitment to closing the UN Sustainable Development Goals (“SDGs”) financing gap and enabling through listed financial products a greater flow of climate finance to emerging markets and developing countries.

Seed assets worth approximately US$59 million, comprising interests in platforms with more than 500 MW of electricity generating capacity once fully operational 

• The seed assets comprise nine operational and one in-construction utility-scale solar projects in India and the Philippines, with a significant majority having long-term power purchase agreements in place, providing visibility of future income and cash flows for a 20+ year period.
• The operational seed assets have a well-established operating track record of up to 5 years.

Pipeline of assets in excess of US$750 million with more than 1,500 MW of electricity generating capacity identified

• Immediately available pipeline of sustainable energy infrastructure opportunities in India, the Philippines as well as Indonesia, Vietnam, Bangladesh and Sri Lanka.
• Investment pipeline comprises construction ready and operational projects.
• IPO proceeds are expected to be substantially deployed, either invested or committed (pursuant to legally binding arrangements), within 6-9 months from Admission.

Prudent, well-established investment policy designed to optimise financial and ESG returns while mitigating risk

• Partner network: The initial sourcing strategy for the new markets in the investment pipeline will be an expansion of the Investment Manager´s existing operating platforms.
• Geographical focus: The portfolio will be diversified across a number of different countries.
• Proven technology: The Company will only invest in commercially proven renewable energy technologies.
• Capital allocation between construction-ready and operational assets: Investments in construction phase assets will not exceed 50%.
• Single asset diversification: No single asset will account for more than 25% of GAV.
• Offtake agreements: The Company will seek to enter into offtake agreements with high creditworthy organisations primarily being government or quasi-government entities.
• Leverage: The Company itself will have no borrowings. Long-term debt at intermediate holding company or project SPV level will not typically exceed 65% of GAV on an unlevered, discounted cash flow basis, with the Company targeting below 50% in the medium term.  Such borrowings will be in local currency or US dollars and primarily on a non-recourse project finance basis and amortising over the life of the relevant offtake agreement, mitigating refinancing risk.
• Hedging: The Company intends to hedge all anticipated dividends in respect of assets where the offtake agreement is denominated in currencies other than USD for at least two years on a rolling basis.
• Demonstrated track record of commitment to the highest standards of ESG investment: The Investment Manager is a signatory to the UN-supported Principles of Responsible Investment and has a demonstrated track record of measuring and delivering direct impact against the UN SDGs.

Highly experienced Board and Investment Manager with a proven track-record

• The Board comprises four independent non-executive Directors, headed by Sue Inglis as Chair, all of who bring a broad range of relevant skills and deep experience to the Company.
• ThomasLloyd is a leading impact investor and provider of climate financing, managing investments in renewable energy power generation, transmission infrastructure and sustainable fuel production in fast growing and emerging economies in Asia with total asset values in excess of US$750 million.
• The investment manager has a 10-year track-record of managing sustainable energy infrastructure assets across the entire project lifecycle and capital mix and managing a similar income generating investment strategy to the Company where it has delivered a 3-year gross return of 11.1%⁴.

Why invest in TLEI?

• Urgent need: A net-zero world in 2050 can only be achieved if we tackle the challenges where they are most needed – Asia, with its high cost of carbon and high growth prospects, represents a region with urgent need.
• Performance and impact: The Company aims to deliver double-digit financial returns alongside genuine positive environmental and social impact.
• A clearly differentiated offering: The Company aims to provide shareholders with attractive dividends and prospects for both dividend and capital growth over the long term from a unique proposition offering exclusive access to Asian renewable energy projects, delivered with low volatility and uncorrelated to other asset classes.
• There is no alternative: First ever dedicated emerging markets renewable energy offering to list on the premium segment of the London Stock Exchange, investing exclusively in a diversified portfolio of sustainable energy infrastructure assets in fast-growing and emerging economies of South and South East Asia.

Comment

Sue Inglis, Chair of ThomasLloyd Energy Impact PLC, said:

“ThomasLloyd Energy Impact Trust is an agent for urgent change, focused on delivering sustainable energy infrastructure in fast-growing Asian markets. Demand for energy in Asia is profound and set to rise in the coming decades. Asia is home to 60% of the world’s population and the challenge of CO2 emissions in Asia is becoming ever more pressing. Investing as usual will not get us to Net Zero.

With a target NAV total return of 10-12% per annum, the Company will provide Shareholders with an attractive level of dividend income and prospects for dividend growth and capital appreciation over the long term. Critically, the Company will also help to reduce global greenhouse gas emissions, while delivering economic and social progress – a critical triple return. The Investment Manager is highly experienced, with an outstanding track record of delivering investment returns combined with genuine and tangible positive impact.”

Michael Sieg, Chief Executive Officer of ThomasLloyd, said:

“Asia is the world’s largest and fastest growing consumer of energy, but it is also the largest emitter of carbon dioxide; it is critical for the future of the world that we address this. The fact that the average ‘carbon cost’ of GDP in Asia is four times as high as that of the four largest economies in Europe, means that investment in renewable energy in Asia is vital to achieve a Net-Zero world.

The need for more sustainable energy has also created an unprecedented investment opportunity. Now is the time to deploy capital and secure attractive returns while making a fundamentally positive contribution to the environment. We are confident that with our identified pipeline of seed assets we can put the capital we raise to work rapidly and make a real impact on improving the environment and reducing emissions, having a positive impact on local communities through the creation of direct and indirect jobs – which has a significant multiplier effect while delivering appealing returns for our investors.”

Footnotes

1. TLEI is expected to qualify for the London Stock Exchange’s Green Economy Mark at Admission, which recognises companies that derive 50% or more of their total annual revenues from products and services that contribute to the global green economy. The underlying methodology incorporates the Green Revenues data model developed by FTSE Russell, which helps investors understand the global industrial transition to a green and low carbon economy with consistent, transparent data and indexes.

2. The ‘carbon cost’ of GDP refers to the amount of carbon released in proportion to the generation of US$1 of GDP.

3. The Target Dividend, Initial Target Dividend and the Target NAV Total Return are targets, based on the Issue Price, once the Portfolio is fully operational on a fully invested and geared basis and are not profit forecasts or projection of likely returns to Shareholders. There can be no guarantees that these targets will be met and they should not be taken as an indication of the Company’s expected or actual future results. Potential investors should not place any reliance on the Target Dividend, the Initial Target Dividend or Target NAV Total Return in deciding whether or not to invest in the Company and should decide for themselves whether or not the Target Dividend, Initial Target Dividend and Target NAV Total Return are reasonable or achievable in deciding whether to invest in the Company.

4. Gross returns of the Luxembourg listed ThomasLloyd SICAV – Sustainable Infrastructure Income Fund.

For further information, please contact:

ThomasLloyd – Investment Manager Michael Sieg/Tony Coveney/Nandita Sahgal Tully Anneliese Diedrichs	T: + 41 (0) 44 213 6767
Shore – Bookrunner and Sponsor Adam Gill/Matthew Kinkead – Sales Fiona Conroy/Henry Willcocks – Corporate Broking Robert Finlay/Rose Ramsden – Corporate Advisory	T: + 44 (0) 207 408 4090
Montfort Communications – Financial PR Gay Collins Jack Roddan	T: + 44 (0) 203 770 7919 ThomasLloyd@montfort.london

About ThomasLloyd Energy Impact (“TLEI” or “the Company”)

TLEI is a newly established closed-ended investment company and has a triple return investment objective, consisting of:

1. Providing Shareholders with an attractive level of dividend income and prospects for dividend growth and capital appreciation over the long-term (the financial return).
2. Protecting natural resources and the environment (the environmental return).
3. Delivering economic and social progress and 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 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, whereby the Company only invests in pre-operational assets where the offtake agreement is available, the land on which the project is situated is identified or contractually secured, where appropriate, and all relevant permits have been granted. Future offtake agreements will typically benefit from long-term (typically 20 years) fixed-price power purchase agreements, capacity contracts or other similar revenue contracts with creditworthy (primarily Investment Grade) private and public sector buyers.

The Company will only invest in countries which the Investment Manager considers as having a stable political system and transparent and enforceable legal system and which recognise the rights of foreign investors.

Gearing

Gearing will be employed only at the project SPV or intermediate holding company level and primarily on a non-recourse basis to the Company. The amount borrowed will be commensurate with the terms of the relevant offtake agreement for the underlying Sustainable Energy Infrastructure Assets and the aggregate external long-term debt employed across all project SPVs and intermediate holding companies shall not typically exceed 65% of GAV.

The Company expects all such debt finance to be denominated in the currency of the relevant Sustainable Energy InfrastructureAssets or US dollars to help offset any foreign currency exposure. In addition, borrowings will primarily be amortising over the term of the associated offtake agreement.

Hedging and Foreign Exchange

The Company will only invest in assets denominated in currencies which can be freely converted or where, with central bank registration, the dividends and sale proceeds from any investment are freely convertible, transferable and able to be repatriated.

• Whilst the Company will not pursue long term currency hedging, under the supervision of the Market Risk Committee, the Investment Manager may, at its discretion, hedge non-base currency exposure back to the base currency, using where appropriate market standard tools, such as spot, forward and outright foreign exchange contracts and currency options.
• Specifically, the Investment Manager will normally provide full hedging cover to the local currency for all anticipated dividends for at least the two subsequent financial years on a rolling basis, except in respect of assets where the offtake agreement is denominated in US Dollars.
• The Investment Manager will ensure that, where available, local currency debt facilities held at the project SPV level are in the same currency as the offtake agreement, which provides a natural offsetting hedge.
• The Investment Manager also includes prevailing assumptions on annualised currency depreciation in its financial projections, such that any such projections are already adjusted for this anticipated change in currency value.

Attractive target returns³

The Company is targeting:

• An initial annual dividend yield of 2-3% based on the Initial Issue Price in respect of the period from Initial Admission until 31 December 2022 (being the end of the first quarter falling 12 months after the date of Admission).
• An annual dividend yield of 5-6% based on the initial issue price in respect of the period from 1 January 2023 until 31 December 2023.
• Thereafter, an annual target dividend yield of at least 7 % based on the Initial Issue Price, in respect of periods commencing on or after 1 January 2024, with the aim of progressively increasing the annual nominal target dividend in future periods.
• A target NAV total return of 10-12% per annum over the long term (net of all fees, expenses and taxes) on the basis of the Initial Issue Price which the Company will seek to achieve through active management of the Portfolio and reinvestment of capital.

Why Asia is attractive – GDP, population and urbanisation growth driving power demand

With 60% of the world’s population and a carbon cost of GDP on average more than four times greater than the largest countries in Europe, the challenge of CO2 emissions in Asia is becoming ever more acute. Investing in sustainable energy infrastructure, and leveraging an abundance of renewable energy sources, can deliver attractive financial returns, a positive and measurable environmental impact and economic prosperity for communities.

The investment environment for sustainable energy infrastructure across fast-growing and emerging economies in Asia is supported by economic and population growth, together with rapid urbanisation, creating huge demand for funding.

The UN projects an increase of almost 550 million people in Asia by 2040 to take the total population to 5.19 billion. This increase is greater than the current population of the entire EU and UK combined. India is predicted to experience the largest growth of 327 million people, with Indonesia increasing by 62 million people and the Philippines increasing by 44 million people. Despite its lower level of urbanisation, Asia has the largest number of persons living in urban areas (2.3 billion in 2018) and this is expected to increase to 3.5 billion by 2050.

Economic growth, plus population growth, plus urbanisation, all add up to significant energy consumption growth. According to the IEA, “Developing economies contribute nearly 90% of global electricity demand growth to 2040, but demand per person in these economies remains 60% lower than in advanced economies”. Therefore, even to meet current demand for electricity in the Company’s target markets, significant investment is required. The substantial funding gap between required and expected infrastructure expenditure will continue to create opportunities for private capital to create significant new renewable energy generation capacity.

Significant investment pipeline identified

The Company intends to enter into Seed Asset Acquisition Agreements with affiliates of the Investment Manager, conditionally to acquire a 43% interest in a portfolio of seven solar power projects in India, including a right of first refusal in relation to the other 57%, and a 40% interest in three solar power projects in the Philippines. The seed assets will be payable in cash, subject to negotiations and also in return for Consideration Shares. The seed assets are utility-scale, ground-mounted PV solar plants and have an aggregate capacity of 514 MW.

The majority of the seed assets have an established track-record of up to five years’ operational history (three years on average) and have been developed, constructed and are operated by the Investment Manager´s local operating platforms.

Over the past ten years, the Investment Manager has built proprietary platforms with local partners in its Asian target markets, able to develop, construct and operate high-quality Sustainable Energy Infrastructure Assets. These platforms are either wholly or partially-owned with Affiliates of the Investment Manager or secured through exclusive joint development agreements. These provide the Investment Manager with a ready supply of new investment opportunities, from which the Investment Manager can select the most appropriate opportunities.

Currently, the Investment Manager has a pipeline of immediately available sustainable energy infrastructure opportunities with an aggregate capacity of over 1,500 MW and an aggregate investable amount in excess of US$750 million. This facilitates full deployment of funds raised within 6-9 months of the Company’s launch.

Committed to delivering measurable impact

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, creating greater numbers of employment opportunities and buying more land on which to build and generate more renewable energy.

The Company will measure direct impact against the following four UN SDGs: #7 Affordable and Clean Energy, #8 Decent Work and Economic Growth, #11 Sustainable Cities and Communities and #13 Climate Action. The impact opportunity is maximised through an investment process, which conforms to the highest standard of ESG practice. The Company and its investments will represent a clear alternative for investors wishing to mitigate or balance ESG and climate risks in their portfolio.

The Company is expected to qualify for the London Stock Exchange’s Green Economy Mark at Admission, which recognises companies that derive 50% or more of their total annual revenues from products and services that contribute to the global green economy. The underlying methodology incorporates the Green Revenues data model developed by FTSE Russell, which helps investors understand the global industrial transition to a green and low carbon economy with consistent, transparent data and indexes. The Company is also expected to qualify as an Article 9 fund under the SFDR.

Management fee

The Investment Manager will be entitled to an annual management fee of:

• 1.3% per annum of the Net Asset Value in respect of the Net Asset Value of up to, and including, US$700 million,
• 1.1% per annum of the Net Asset Value in respect of the Net Asset Value between US$700 million and up to and including US$2 billion and
• 1.0% per annum of the Net Asset Value in respect of the Net Asset Value in excess of US$2 billion,

in each case based on the Net Asset Value on the last Business Day of the relevant quarter.

No performance fee shall be payable to the Investment Manager by the Company.

Anchor investor, an affiliate of ThomasLloyd, to receive US$35 million in ordinary shares as part consideration for seed assets

• US$35 million of the consideration for the seed assets to be contributed by an anchor investor, an affiliate of ThomasLloyd, will be settled through the issue of Consideration Shares, ensuring strong alignment of interests of shareholders and the Investment Manager.
• The Consideration Shares will take the total initial issue to US$335 million.
• The anchor investor’s holding of the Consideration Shares will be subject to market standard lock-in conditions.

In-principle decision from FCDO to make an investment of up to £25 million as part of UK Government’s FCDO Initiative to mobilise capital to emerging and developing countries (subject to completion of FCDO’s diligence)

• TLEI is a finalist in the UK Government’s Mobilising Institutional Capital Through Listed Product Structures (“MOBILIST”) programme run by FCDO.
• As announced at COP26 Finance Day, the MOBILIST programme has taken an in-principle decision to make an investment of up to £25 million in TLEI, subject to conclusion of diligence.
• This demonstrates the UK government’s commitment to closing the UN Sustainable Development Goals (“SDGs”) financing gap and enabling through listed financial products a greater flow of climate finance to emerging markets and developing countries.

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”), a member of the World Bank Group, is an authorised partner of the European Investment Bank and was an early signatory of the United Nations Principles for Responsible Investment.

Highly experienced senior executive team

Michael Sieg, Founder & Chief Executive Officer

Michael established ThomasLloyd in 2003. During the early stages of the firm’s evolution, Michael identified the growing gap and institutional need for project financing and investment in sustainable real assets to combat climate change. In a space that was, and continues to be, under-advised and under-invested, Michael led the first investment of ThomasLloyd in a cleantech investment banking firm in 2005. Subsequently, the Group focussed on advising on and investing in cleantech solutions globally. After this initial success, Michael stewarded the firm to become a dedicated global impact asset manager investing in high growth and emerging markets. ThomasLloyd is a leading impact investor and provider of climate financing, having raised over US$1.5 billion in aggregate capital. Michael has been involved in all phases of ThomasLloyd’s development and is the Chair of the Investment Manager’s infrastructure investment committee (the “IIC”).

Tony Coveney, Head of Infrastructure Asset Management

Tony is based in London and is responsible for the identification, selection, execution and management of the Group’s sustainable infrastructure portfolio. He was part of the leadership team who led the Group’s investment in the Philippines, which included in 2014 the first utility-scale solar plant in the country and the first IFC financing transaction in the Philippines. Over the past decade, he has played a key role in the successful deployment of over US$1 billion in sustainable infrastructure investments in fast growing and emerging markets. Tony is a member of the Board of Directors of ThomasLloyd and a member of the IIC and the Investment Manager’s market risk committee (the “MRC”). He recently joined the UK Philippine Business Council to help promote UK investment into the Philippines. Tony has more than four decades of investment and financial services experience including senior leadership roles and board positions at Lazard and N.M. Rothschild, Bank of America and Citibank. Prior to joining ThomasLloyd, Tony was Global Treasurer of Riyad Bank. Tony served as an independent advisor to the Cabinet Office of the Prime Minister of the United Kingdom between 1992 and 1997.

Nandita Sahgal-Tully, Infrastructure Asset Management, Managing Director

Nandita is based in London and is responsible for the Group’s investments in the Indian subcontinent and a member of the IIC. She was part of the leadership team who led the Group’s first investment into renewable energy in India in 2018 – investing into SolarArise India Projects, a Delhi-based developer and operator of grid-connected solar power projects in India. Nandita has 24 years’ emerging markets experience working in equity capital markets and M&A at Insinger de Beaufort and Seymour Pierce. Prior to joining ThomasLloyd, Nandita was Chief Executive Officer at IL&FS Global Financial Services (UK) Ltd., the UK subsidiary of the investment banking arm of IL&FS, one of India’s leading financial institutions focused on infrastructure development. Nandita holds a Bachelors in Economics and Business from The University of Edinburgh, is a fellow of the Institute of Chartered Accountants England & Wales and is Member of the Chartered Securities Institute. Additionally, Nandita is a Group Board Member and the Chair of the Audit Committee at the UK India Business Council (“UKIBC”).

Board of Directors

All of the Directors are non-executive and will meet as a Board at least four times a year. The Company has also established an ESG Committee and an Audit and Risk Committee that will meet prior to the publication of the quarterly NAV.

The Directors are as follows:

Sue Inglis, Independent Non-Executive Director, Chair of the Board and Chair of the Nomination Committee

Sue is an experienced corporate financier with comprehensive industry knowledge and technical expertise spanning more than three decades advising listed investment companies and financial institutions. She has deep experience across the investment sector with a specialist focus on tax, law, development in regulations and corporate governance at both a manager and investment company level. Sue is currently Chair of The Bankers Investment Trust plc (retiring in February 2022), the Senior Independent Director of Baillie Gifford US Growth Trust plc and an independent Non-Executive Director of BMO Managed Portfolio Trust plc (chair of the audit committee), Momentum Multi-Asset Value Trust plc (chair of the audit committee) and Seraphim Space Investment Trust plc (chair of the nomination and remuneration committee). She is a former Non-Executive Director of The European Investment Trust plc (now Baillie Gifford European Growth Trust plc) and NextEnergy Solar Fund Limited.

Clifford Tompsett, Independent Non-Executive Director, Chair of the Audit and Risk Committee

Clifford is an experienced advisory, transaction and audit professional having spent his whole career at PricewaterhouseCoopers (“PwC”), including the last 26 years as a Partner. Clifford is currently an independent Non-Executive Director (and chair of the audit committee) of REED Global Limited, the recruitment company. He is also a Non-Executive Director of two Nasdaq listed Special Purpose Acquisition Companies (“SPACs”), Kismet Acquisition Two Corp and Kismet Acquisition Three Corp. Previously, he was an independent Non-Executive Director and the chair of the audit committee of Kismet Acquisition One Corp, a Nasdaq listed SPAC which completed the US$1.9 billion acquisition of Nexters in August 2021. He is also a former Senior Independent Director and chair of the audit and risk committee of Cello Health plc, the AIM traded global healthcare advisory company.

Kirstine Damkjaer, Independent Non-Executive Director, Chair of the ESG Committee

Kirstine Damkjaer, Independent Non-Executive Director, Chair of the ESG Committee. Kirstine is a senior investment professional with executive management, board and advisory experience. She brings 25 years of investment and asset management experience with a cross sector focus, a strong knowledge of ESG investing and climate growth industries. She is an Independent Non-Executive Director at Africa Finance Corporation, a member of the board of PensionDanmark, BankInvest and Bladt Industries. For close to two decades, Kirstine held senior roles at the International Finance Corporation (IFC) and the World Bank in Washington D.C., and she is the former CEO of EKF the Danish Export Credit Agency. 

Mukesh Rajani, Senior Independent Non-Executive Director, Chair of the Management Engagement Committee and Chair of the Remuneration Committee

Mukesh is an experienced advisory, tax, structuring and audit professional with more than 40 years of experience. He worked at PwC for 35 years, where he was a Partner for 25 years. During his time at PwC, Mukesh advised leading UK and international organisations on a broad range of complex business issues including market assessment, entry strategy, regulatory requirements, partner selection, mergers, acquisitions, disposals, business reorganisations, capital markets, tax structuring, tax litigation and complex cross-border matters. Mukesh established and led PwC’s India Business Group for more than 20 years, leading on many of the largest cross border transactions between the UK and India. He was previously a Non-Executive Director (and chair of the audit committee) at the UKIBC, an advocacy and strategic advisory business on a mission to build economic prosperity in the UK and India, for seven years. Mukesh is a chartered accountant by profession and a Fellow of the Institute of Chartered Accountants in England and Wales.

Important notices

This announcement does not constitute or form a part of any offer to sell or issue, or any solicitation of an offer to purchase, subscribe for or otherwise acquire, any securities by an US Persons (as defined below) or in the United States or any jurisdiction. Neither this announcement nor any part of it shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever.

The merits or suitability of any securities must be independently determined by each investor 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.

The information contained in this announcement is for background purposes only and does not purport to be full or complete and may not be used in making any investment decision. This announcement 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 and may not be construed as any offer to sell or issue, or any solicitation of an offer to purchase, subscribe for or otherwise acquire, investments of any description, nor as a recommendation regarding the possible offering or the provision of investment advice by any party. No information in this announcement should be construed as providing financial, investment or other professional advice and each prospective investor should consult its own legal, business, tax and other advisers in evaluating the investment opportunity. No reliance may be placed by any person for any purposes whatsoever on this announcement, or its accuracy, fairness or completeness.

Past performance of similar instruments is not a reliable indicator of future results of the Company.

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.

YOUR CAPITAL IS AT RISK. THE VALUE OF YOUR INVESTMENT CAN GO DOWN AS WELL AS UP, SO YOU COULD GET BACK LESS THAN YOU INVESTED.

The information and opinions contained in this announcement are provided as at the date of this announcement 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 or the Investment Manager or any of their respective affiliates or by any of their respective officers, employees or agents in relation to it. Each of the Company, the Investment Manager and Shore Capital and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward looking statement contained in this announcement whether as a result of new information, future developments or otherwise.

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 respective affiliates, officers, employees and agents expressly disclaim any and all liability which may be based on this announcement and any errors therein or omissions therefrom.

The date of Admission may be influenced by things such as market conditions. There is no guarantee that Admission will occur and you should not base your financial decisions on the Company’s intentions in relation to Admission at this stage. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing the entire amount invested. Persons considering making such investments should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the Issue. The value of shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the Issue for the person concerned.

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. The target gross proceeds is a target only and should not be taken as an indication of the gross proceeds which will be raised under the Issue.

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.

THE CONTENTS OF THIS ANNOUNCEMENT, WHICH HAS BEEN PREPARED BY AND IS THE SOLE RESPONSIBILITY OF THE COMPANY, HAVE BEEN APPROVED BY SHORE CAPITAL AND CORPORATE LIMITED (FRN: 146629) (“SHORE CAPITAL”), SOLELY FOR THE PURPOSES OF SECTION 21(2)(B) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (AS AMENDED). Shore Capital IS AUTHORISED AND REGULATED BY THE FCA. SHORE CAPITAL IS ACTING FOR THE COMPANY AND NO ONE ELSE IN CONNECTION WITH THE ISSUE AND ADMISSION AND WILL NOT BE RESPONSIBLE TO ANYONE OTHER THAN THE COMPANY FOR PROVIDING THE PROTECTIONS AFFORDED TO CLIENTS OF shore capital OR FOR AFFORDING ADVICE IN RELATION TO ANY TRANSACTION OR ARRANGEMENT REFERRED TO IN THIS ANNOUNCEMENT.  

Neither this announcement nor any part or copy of it may be taken or transmitted into the United States, Australia, Canada, South Africa or Japan, or distributed directly or indirectly to US Persons (as defined below) or in the United States, Australia, Canada, South Africa or Japan. Any failure to comply with this restriction may constitute a violation of applicable law. This announcement does not constitute an offer of securities to the public in the United States, Australia, Canada, South Africa or Japan or in any other jurisdiction. Persons into whose possession this announcement comes should observe all relevant restrictions. There will be no public offer of the shares in the United States, Australia, Canada, South Africa or Japan.

The Company has not been and will not be registered under the U.S. Investment Company Act of 1940, as amended (the “Investment Company Act“) and as such investors will not be entitled to the benefits of the Investment Company Act. The shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act“) or with any securities or regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, exercised, resold, transferred or delivered, directly or indirectly, into or within the United States or to, or for the account or benefit of, U.S. Persons (as defined in Regulation S under the Securities Act, “Regulation S“), 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 in the United States. There will be no public offer of the shares in the United States. Subject to certain limited exceptions, the shares will only be offered or sold only outside the United States to non U.S. Persons in offshore transactions in reliance on the exemption from the registration requirements of the Securities Act provided by Regulation S thereunder.

Neither the U.S. Securities and Exchange Commission (“SEC”) nor any state securities commission has approved or disapproved of the shares or passed upon or endorsed the merits of the offering of the shares or the adequacy or accuracy of the Prospectus or this announcement. Any representation to the contrary is a criminal offence in the United States.

The shares may not be acquired by: (i) investors using assets of: (A) an “employee benefit plan” as defined in Section 3(3) of the United States Employee Retirement Income Security Act of 1974, as amended (“ERISA“) that is subject to Title I of ERISA; (B) a “plan” as defined in Section 4975 of the United States Internal Revenue Code of 1986, as amended (the “U.S. Tax Code“), including an individual retirement account or other arrangement that is subject to Section 4975 of the U.S. Tax Code; or (C) an entity whose underlying assets are considered to include “plan assets” by reason of investment by an “employee benefit plan” or “plan” described in preceding clause (A) or (B) in such entity pursuant to the U.S. Plan Assets Regulations; or (ii) a governmental, church, non-U.S. or other employee benefit plan that is subject to any federal, state, local or non-U.S. law that is substantially similar to the provisions of Title I of ERISA or Section 4975 of the U.S. Tax Code (collectively, “Benefit Plan Investors“) unless its purchase, holding, and disposition of the shares will not constitute or result in a non-exempt violation of any such substantially similar law.

In addition, the shares are subject to restrictions on transferability and resale in certain jurisdictions and may not be transferred or resold except as permitted under applicable securities laws and regulations and under the articles of incorporation of the Company. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdictions.

The Issue is not being made available to any investor domiciled in any EEA Member State unless: (i) the AIFM has confirmed that it has made the relevant notifications or applications in that EEA Member State and is lawfully able to market shares into that EEA Member State; or (ii) such investors have received any materials in connection with the Issue on the basis of an enquiry made on the investor’s own initiative.

INFORMATION TO DISTRIBUTORS

Target Market Assessment

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 shares have been subject to a product approval process, which has determined that such 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 shares may decline and investors could lose all or part of their investment; the shares offer no guaranteed income and no capital protection; and an investment in the 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 shares.

Each Distributor is responsible for undertaking its own target market assessment in respect of the shares and determining appropriate distribution channels.

PRIIPs Regulation

In accordance with the UK version of the EU PRIIPs Regulation (1286/2014) which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended and supplemented from time to time (the “UK PRIIPS Laws“), a key information document in respect of an investment in the shares will be prepared by the Distributor and made available to investors at www.tlenergyimpact.com. Accordingly, if you are distributing shares, it is your responsibility to ensure that the key information document is provided to any relevant clients.