AGM Information • Nov 24, 2023
AGM Information
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to what action you should take, you are recommended to seek your own financial advice from your stockbroker or other independent adviser authorised under the Financial Services and Markets Act 2000.
If you have recently sold or transferred all of your ordinary shares in Asian Energy Impact Trust plc (the "Company"), please forward this document, but not any accompanying personalised Form of Proxy, as soon as possible either to the purchaser or transferee or to the person who arranged the sale or transfer so they can pass this document to the person who now holds the shares.
(Incorporated in England & Wales with company number 13605841 and registered as an investment company under section 833 of the Companies Act 2006)
Notice of a general meeting of the Company to be held at the offices of Stephenson Harwood LLP, 1 Finsbury Circus, London EC2M 7SH on Tuesday, 19 December 2023 at 10.00 a.m. (the "General Meeting") is set out in Part 2 of this document.
To be valid, the Form of Proxy for use at the General Meeting must be completed and returned in accordance with the instructions printed thereon to the office of the Company's Registrar, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY or delivered by hand (during office hours only) to the same address as soon as possible and, in any event, so as to arrive no later than 10.00 a.m. on Friday, 15 December 2023. Alternatively, you may register your proxy appointment electronically by visiting Computershare's website (www.investorcentre.co.uk/eproxy). Electronic proxy appointments must also be lodged no later than 10.00 a.m. on Friday, 15 December 2023. Appointment of a proxy does not preclude you from attending the meeting and voting in person.
| PART 1 - LETTER FROM THE CHAIR 3 |
|---|
| PART 2 - NOTICE OF GENERAL MEETING 8 |
(Incorporated in England & Wales with company number 13605841 and registered as an investment company under section 833 of the Companies Act 2006)
Sue Inglis (Non-executive Chair) Clifford Tompsett (Non-executive Director) Kirstine Damkjaer (Non-executive Director) Mukesh Rajani (Non-executive Director)
The Scalpel 18th Floor 52 Lime Street London EC3M 7AF
24 November 2023
Dear Shareholder
The Company invests in sustainable energy infrastructure assets in Asia. It has a portfolio of 11 operating assets across India, the Philippines and Vietnam as well as two "pre-operational" assets, meaning in development or in construction, both in India. These two projects are the in-construction 200 MW DC solar PV project in Rewa Ultra Mega Solar Park (the "RUMS Project") and a 150 MW DC solar PV development project, both owned via the Company's wholly owned Indian subsidiary, SolarArise India Projects Private Limited.
At both the general meeting and adjourned annual general meeting of the Company held on 24 August 2023 (the "August General Meetings") convened in response to a requisition notice received from entities affiliated with the Company's former investment manager, ThomasLloyd Global Asset Management (Americas) LLC (the "Previous Investment Manager"), shareholders, in line with the Board's voting recommendation, voted against a resolution to continue the Company in its present form (the "Continuation Resolution"). The Company's annual general meeting held on 30 June 2023 was adjourned prior to the Continuation Resolution being put to shareholders on the basis that the Board considered that shareholders should have been given the opportunity to make a fully informed decision on the Company's future once the annual report for the financial period ended 31 December 2022 had been published. However, the requisition forced the Company to convene a general meeting at which a Continuation Resolution was to be proposed prior to publication of that financial information.
The Board recommended voting against the Continuation Resolution at the August General Meetings for the detailed reasons stated in the circular to shareholders dated 31 July 2023. In summary, the key reasons were: (i) the continuing uncertainty around the Company's valuations and financial position and, in particular, material uncertainty around the RUMS Project (which uncertainty had led to the suspension of the listing of the Company's shares on 25 April 2023, the "Suspension"); (ii) the lack of a plan from the Previous Investment Manager to assist in a potential relaunch of the Company; and (iii) a failed Continuation Resolution entitled the Company to terminate its appointment of the Previous Investment Manager summarily and without further payment in respect of the Previous Investment Manager's otherwise initial five-year term.
The appointment of the Previous Investment Manager was terminated with effect from 31 October 2023 and on 1 November 2023 the Company announced that Octopus Energy Generation ("OEGen") had been appointed as the new transitional investment manager for a minimum term until 30 April 2024. OEGen's immediate priorities are assisting the Company with finalising the 31 December 2022 and 30 June 2023 valuations, 2022 audit and accounts and 2023 interim report and lifting the Suspension as soon as possible. This process includes undertaking detailed due diligence on the Company's assets, including the RUMS Project, to ensure the completeness and accuracy of all information required to finalise the outstanding valuations, audit and financial reports. An update on the progress made on these critical workstreams since OEGen's appointment as the transitional investment manager is provided below under the heading 'Progress towards lifting the Suspension'. Following the lifting of the Suspension, trading in the Company's shares will recommence.
As a consequence of the Continuation Resolution not being passed, as announced on 24 August 2023, the Board commenced a strategic review of the options for the Company's future (the "Strategic Review"). As explained in more detail below, whilst it is well underway, the Strategic Review is not expected to be completed until the end of the first quarter of 2024.
Under the Company's articles of association (the "Articles"), in the event that a Continuation Resolution is not passed, the Directors must, within four months of the date of the general meeting at which the resolution was not passed, put forward proposals for the reconstruction, reorganisation or winding-up of the Company to shareholders for their approval. The Board has considered possible options for a reconstruction or reorganisation of the Company but, as explained below, has concluded that a reorganisation or reconstruction is not viable or in the best interests of shareholders as a whole. Accordingly, in order to comply with its obligation under the Articles, the Board's only option is to put a proposal to shareholders for the winding-up of the Company, although, for the reasons set out below, the Board is recommending that shareholders vote against that proposal.
The purpose of this document is to convene the general meeting required to be held pursuant to the Articles at which shareholders will be asked to vote on a resolution to wind-up the Company and appoint liquidators (the "Resolution"). As explained in more detail below:
In view of the above, the Directors believe that it is in the best interests of shareholders as a whole that the Company is not wound up at this time. Accordingly, the Directors unanimously recommend that shareholders vote against the Resolution.
In the brief period since OEGen's appointment, considerable progress has been made on the key priorities referred to above. In particular:
In view of the progress made on these critical workstreams, having consulted OEGen, PwC and the Company's auditor and based on the information currently available, the Board expects to announce the unaudited NAV as at 30 September 2023 by 13 December 2023, and to then publish the audited December 2022 NAV, unaudited June 2023 NAV, 2022 annual report and 2023 interim report by 29 December 2023. Should there be any material change to this expected timetable, the Board will update investors by an announcement through a Regulatory Information Service.
The Company's sponsor has had discussions with the Financial Conduct Authority (the "FCA") with regard to lifting the Suspension. The FCA has confirmed that, once the 2022 annual report and 2023 interim report have been published and uploaded to the National Storage Mechanism (the "NSM"), the Company can apply for the Suspension to be lifted. The Board intends to apply, immediately following publication and uploading to the NSM of the 2022 annual report and 2023 interim report, for the Suspension to be lifted. Following the lifting of the Suspension, trading in the Company's shares will recommence.
OEGen has finalised the appointment of Fichtner as the technical adviser for the RUMS Project. Resources from Fichtner are arriving on-site in late November 2023 to monitor construction progress. OEGen will visit the construction site (and other operational assets in India) in late November into early December 2023. A further update on progress and the expected project completion date will be provided in four to six weeks.
Following the Continuation Resolution having failed, the Board began the Strategic Review. The scope of the Strategic Review has taken into account the Directors' obligation to put forward proposals for the reconstruction, reorganisation or winding-up of the Company to shareholders for their approval at a general meeting held on or before 24 December 2023 (being four months after the date of the general meetings at which the Continuation Resolution was not passed). The scope is also cognisant of shareholder feedback since the Suspension, which has repeatedly confirmed the importance to many shareholders of the impact strategy which the Company was established to deliver and their interest in supporting a relaunch of the Company.
The Board, having been so advised, considers that the purpose of the provision in the Articles to put forward proposals for the reconstruction, reorganisation or winding-up of the Company is to offer shareholders an exit opportunity, following a failed Continuation Resolution, within the prescribed timeframe. The Board has considered possible options for a reconstruction or reorganisation of the Company but, given, in particular, the concentrated and illiquid nature of the Company's portfolio and the current size of the Company, the Board has concluded that a reorganisation or reconstruction is not viable or in the best interests of shareholders as a whole. Accordingly, in order to comply with its obligation under the Articles, the Board is putting a proposal to shareholders for the voluntary winding-up of the Company. For the reasons stated below, the Board is recommending shareholders vote against this proposal.
In view of the shareholder feedback referred to above, the Board, together with its advisers, is engaged in the process of exploring the potential for a relaunch of the Company with a clean energy-focused impact strategy. A broad range of investment managers, based in the UK and overseas, have been invited to submit proposals for such a relaunch. The Board, with its advisers, is currently analysing the initial proposals received, with a particular focus on the proposed investment strategy, relevant investment experience and track record, resources available to the Company, prospective returns, risks and risk management, marketing capabilities and whether, overall, the proposal offers a compelling investment proposition for both existing and prospective investors to enable the Company to scale up its size significantly over time. Once the analysis has been completed, the Board anticipates inviting a shorter list of potential investment managers to submit final proposals early in 2024.
The Board expects to conclude the Strategic Review by the end of the first quarter of 2024. At this stage, based on the information currently available, the most likely outcome of the Strategic Review is a proposal for either the relaunch of the Company or a managed wind-down. The latter, if proposed, would seek to achieve an optimal balance between maximising shareholder value and timely return of cash to shareholders, before a formal winding up once substantially all of the Company's assets have been realised.
The Board will continue to consult and update shareholders at key stages of the Strategic Review process.
Under the Listing Rules, the FCA may suspend the listing of an investment trust's shares if it is windingup. It is standard practice for the listing of an investment trust's shares to be suspended if it is windingup. Accordingly, it is expected that, if the Resolution is passed, the Suspension will not be lifted or, if it has been lifted prior to the General Meeting, that the listing of the Company's shares will again be suspended, this time permanently and the liquidators may be required to seek a cancellation of the listing.
As noted above, the Board is progressing its Strategic Review and, once completed, the optimal proposal for the future of the Company should be clear. The Board expects, having delivered on the immediate priorities referred to above, to complete the outcome of the Strategic Review by the end of the first quarter of 2024. Voting against winding-up the Company at the General Meeting will allow the additional time needed to complete the Strategic Review.
If the outcome of the Strategic Review is a recommendation to relaunch the Company, the Board will put forward a further Continuation Resolution to shareholders for their approval before implementing that outcome. Alternatively, in the event of the Board recommending a managed-down, material changes will be required to the Company's current investment policy and such changes would require to be approved by an ordinary resolution of shareholders (the same level of approval as is required for the Continuation Resolution).
The Articles require a further Continuation Resolution to be proposed at the Company's annual general meeting in 2027 (being the first annual general meeting of the Company held following the fifth anniversary of the completion of its IPO). If that Continuation Resolution is passed, the Articles require that a further Continuation Resolution be proposed at every fifth annual general meeting thereafter. If any Continuation Resolution is not passed, the Directors must put forward proposals for the reconstruction, reorganisation or winding-up of the Company to shareholders for their approval within four months of the date of the general meeting at which the resolution was not passed.
The liquidators would have an explicit sale mandate and would not be acting in line with the Company's investment and impact policies; rather their mandate would be a simpler realisation focussed process.
For the reasons set out above, the Directors unanimously recommend shareholders vote against the Resolution being proposed at the General Meeting.
The General Meeting will be held on Tuesday, 19 December 2023 at the offices of Stephenson Harwood LLP, 1 Finsbury Circus, London EC2M 7SH at 10.00 a.m.
The Resolution to be put to the General Meeting is a special resolution to approve the voluntary windingup of the Company, appoint liquidators, agree the basis of their remuneration and instruct the Company Secretary to hold the books to the liquidators' order. A special resolution requires at least 75 per cent. of the votes cast to be in favour in order for the resolution to be passed.
The General Meeting will be held in person. If you decide not to attend the meeting in person, it is important that you do still cast your votes in respect of the business of the meeting and you can do so by voting by proxy in accordance with the instructions set out below under the heading 'Action to be taken in respect of the General Meeting'.
Shareholders will find enclosed with this document a personalised Form of Proxy for use at the General Meeting.
Shareholders are asked to complete and return the Form of Proxy, in accordance with the instructions printed thereon, to the Company's Registrar, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY so as to be received as soon as possible and, in any event, by no later than 10.00 a.m. on Friday, 15 December 2023. Alternatively, you may register your proxy appointment electronically by visiting Computershare's website (www.investorcentre.co.uk/eproxy). Electronic proxy appointments must also be lodged no later than 10.00 a.m. on Friday, 15 December 2023.
Shareholders are requested to complete and return the Form of Proxy (or vote electronically) whether or not they wish to attend the meeting. The return of the Form of Proxy (or an electronic vote) will not prevent shareholders from attending the meeting and voting in person should they so wish.
For the reasons set out above, the Directors unanimously recommend shareholders vote against the Resolution to be proposed at the General Meeting. The Directors intend to vote against the Resolution in respect of their holdings of ordinary shares, amounting to 131,000 ordinary shares in aggregate (representing approximately 0.07 per cent. of the issued share capital of the Company as at the date of this document).
Yours faithfully
Sue Inglis Chair
(Incorporated in England & Wales with company number 13605841 and registered as an investment company under section 833 of the Companies Act 2006)
Notice is hereby given that a general meeting of Asian Energy Impact Trust plc (the "Company") will be held at the offices of Stephenson Harwood LLP, 1 Finsbury Circus, London EC2M 7SH at 10.00 a.m. on Tuesday, 19 December 2023 to consider and, if thought fit, approve the following resolution as a special resolution.
THAT:
| By order of the Board: | Registered |
|---|---|
| JTC (UK) Limited | Office: |
| Company Secretary | The Scalpel |
| 18th Floor | |
| 24 November 2023 | 52 Lime |
| Street | |
| London | |
| EC3M 7AF |
Only those shareholders registered in the Company's register of members at:
shall be entitled to vote at the meeting. Changes to the register of members after the relevant deadline shall be disregarded in determining the rights of any person to attend, speak and vote at the meeting.
Information regarding the meeting, including the information required by section 311A of the Companies Act, can be found at www.asianenergyimpact.com.
A member entitled to attend and vote at the meeting convened by the above Notice is entitled to appoint one or more proxies to exercise all or any of the rights of the member to attend and speak and vote in his/her place at the General Meeting. A proxy need not be a member of the Company.
To be valid the form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified or office copy of the same, must be completed and returned in accordance with the instructions printed thereon to the office of the Company's Registrar at The Pavilions, Bridgwater Road, Bristol BS99 6ZY or delivered by hand (during office hours) to the same address as soon as possible and in any event so as to arrive by not later than 10.00 a.m. on Friday, 15 December 2023.
If you are not a member of the Company but you have been nominated by a member of the Company to enjoy information rights, you do not have a right to appoint any proxies under the procedures set out in this "Appointment of proxies" section. Please read the section "Nominated persons" below.
You may appoint more than one proxy provided each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. To appoint more than one proxy, you may photocopy the form of proxy enclosed with this Notice of General Meeting or alternatively, please contact the Company's Registrar Computershare Investor Services PLC on 0370 707 1581 with a view to obtaining a duplicate form. You will need to state clearly on each proxy form the number of shares in relation to which the proxy is appointed. Failure to specify the number of shares to which each proxy appointment relates or specifying a number in excess of those held by the shareholder will result in the proxy appointment being invalid. If you wish your proxy to speak on your behalf at the meeting, you will need to appoint your own choice of proxy (not the Chair) and give your instructions directly to them. All forms must be signed and should be returned together in the same envelope.
If you have not received a proxy form and believe that you should have one, or if you require additional proxy forms, please contact Computershare Investor Services PLC on 0370 707 1581.
As an alternative to completing the hard-copy proxy form, you can appoint a proxy electronically by visiting www.investorcentre.co.uk/eproxy. You will be asked to enter the Control Number, the Shareholder Reference Number and PIN and agree to certain terms and conditions. These details can be found on the form of proxy. For an electronic proxy appointment to be valid, Computershare Investor Services PLC must receive your appointment no later than 10.00 a.m. on Friday, 15 December 2023.
In the case of joint holders, where more than one of the joint holders completes a proxy appointment, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the first-named being the most senior).
Shareholders may change proxy instructions by submitting a new proxy appointment using the methods set out above. Note that the cut-off time for receipt of proxy appointments also apply in relation to amended instructions; any amended proxy appointment received after the relevant cut-off time will be disregarded.
CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for the meeting and any adjournment(s) of it by using the procedures described in the CREST Manual (available via www.euroclear.com). CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
For a proxy appointment or instructions made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & International Ltd's ("Euroclear") specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by the Company's agent (ID number 3RA50) no later than the deadline specified above. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear does not make available special procedures in CREST for any particular message. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member, or has appointed a voting service provider(s), to procure that their CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
A shareholder may revoke a proxy instruction but to do so you will need to inform the Company in writing by sending a signed hard copy notice clearly stating your intention to revoke your proxy appointment to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY. In the case of a shareholder which is a company, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy of such power or authority) must be included with the revocation notice.
Computershare Investor Services PLC must receive the revocation notice no later than 10.00 a.m. on Friday, 15 December 2023.
If you attempt to revoke your proxy appointment but the revocation is received after the time specified, your original proxy appointment will remain valid unless you attend the meeting and vote in person.
Appointment of a proxy does not preclude you from attending the meeting and voting in person. If you have appointed a proxy and attend the General Meeting in person, your proxy appointment will automatically be terminated.
A corporation which is a shareholder can appoint one or more corporate representatives who may exercise, on its behalf, all its powers as a shareholder provided that no more than one corporate representative exercises powers over the same share.
If you are a person who has been nominated under section 146 of the Companies Act to enjoy information rights:
You may have a right under an agreement between you and the shareholder of the Company who has nominated you to have information rights (the "Relevant Shareholder") to be appointed or to have someone else appointed as a proxy for the meeting.
If you either do not have such a right or if you have such a right but do not wish to exercise it, you may have a right under an agreement between you and the Relevant Shareholder to give instructions to the Relevant Shareholder as to the exercise of voting rights.
Your main point of contact in terms of your investment in the Company remains the Relevant Shareholder (or, perhaps, your custodian or broker) and you should continue to contact them (and not the Company) regarding any changes or queries relating to your personal details and your interest in the Company (including any administrative matters). The only exception to this is where the Company expressly requests a response from you.
The rights relating to proxies set out above do not apply directly to nominated persons.
A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting.
As at close of business on 23 November 2023, which is the latest practicable date before publication of this Notice of General Meeting, the Company's issued share capital comprised 175,684,705 ordinary shares of US\$0.01 each. Each ordinary share carries the right to one vote at a general meeting of the Company and, therefore, the total number of voting rights on that date is 175,684,705. No shares are held in treasury.
The Company's website will include information on the number of shares and voting rights.
Any member attending the meeting has the right to ask questions. The Company must answer any question you ask relating to the business being dealt with at the meeting unless:
Voting on the resolution will be conducted by way of a poll. As soon as practicable following the meeting, the results of the voting will be announced via a regulatory information service and also placed on the Company's website.
Except as provided above, shareholders who have general queries about the meeting should telephone Computershare Investor Services PLC on 0370 707 1581. Calls are charged at the standard geographic rate and will vary by phone provider. Calls outside the United Kingdom will be charged at the applicable international rate. Computershare Investor Services PLC are open between 09:00 - 17:30, Monday to Friday excluding public holidays in England and Wales. No other methods of communication will be accepted.
You may not use any electronic address provided in this Notice of General Meeting, or in any related documents for communicating with the Company for the purposes other than those expressly stated.
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