Proxy Solicitation & Information Statement • Jan 23, 2025
Proxy Solicitation & Information Statement
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THIS DOCUMENT AND THE ACCOMPANYING TENDER FORM AND FORM OF PROXY ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take or the contents of this document and/or the accompanying Tender Form and Form of Proxy, it is recommended that you seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other appropriate independent professional adviser duly authorised pursuant to the Financial Services and Markets Act 2000 (as amended) if you are in the United Kingdom or, if not, from another appropriately authorised independent advisor.
If you have sold or otherwise transferred all of your holding of Shares, please forward this document (but not any accompanying personalised Form of Proxy) at once to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee. This document should not, however be forwarded or transmitted in or into any jurisdiction in which such act would constitute a violation of the relevant laws and regulations in such jurisdiction. If you have sold or transferred only part of your holding of Shares, you should retain this document and immediately consult the stockbroker, bank or other agent through whom the sale or transfer was effected to confirm the appropriate action to be taken.
The distribution of this document and any accompanying documents in or into jurisdictions other than the United Kingdom may be restricted by law and therefore persons into whose possession this document and/or accompanying documents come should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws or regulations of such jurisdictions.
(a company incorporated in England and Wales under the Companies Act 2006 with registered number 12693305)
If the Liquidation is not approved by Shareholders, proposed Tender Offer by J.P. Morgan Securities plc of approximately £42 million by way of a purchase of up to 87,372,581 Shares at 48.07 pence per Share
and
THE LIQUIDATION IS CONDITIONAL ON THE LIQUIDATION RESOLUTIONS BEING PASSED BY SHAREHOLDERS AT THE GENERAL MEETING. IF THE LIQUIDATION RESOLUTIONS ARE PASSED BY SHAREHOLDERS AT THE GENERAL MEETING, THE LIQUIDATION WILL PROCEED AND THE TENDER OFFER WILL NOT BE UNDERTAKEN.
HOWEVER, IF THE LIQUIDATION RESOLUTIONS ARE NOT PASSED BY SHAREHOLDERS AT THE GENERAL MEETING, AND THE TENDER OFFER RESOLUTION IS PASSED, ONLY THE TENDER OFFER WILL BE UNDERTAKEN. THE FUTURE OF THE COMPANY THEREAFTER, INCLUDING THE PROSPECT OF REMAINING ELIGIBLE UNDER THE UK LISTING RULES AND/OR RETURNING FURTHER CAPITAL TO SHAREHOLDERS IS UNCERTAIN.
Your attention is drawn to the letter from the Chair which is set out in Part I of this document, which recommends that you vote in favour of the resolution to be proposed at the General Meeting referred to below. Your attention is also drawn to the risk factors set out in this document. However, this document should be read in its entirety.
This document is not a prospectus but a shareholder circular prepared in accordance with the UK Listing Rules made under section 73A or section 74 of the FSMA for the purposes of the General Meeting of Triple Point Energy Transition plc (the "Company") convened pursuant to the Notice of General Meeting set out at the end of this document.
Notice of a General Meeting of the Company to be held at the offices of the Company's solicitors, Taylor Wessing LLP, at Hill House, 1 Little New Street, London, EC4A 3TR at 9.00 a.m. on 24 February 2025 is set out at the end of this document. Shareholders are requested to complete and return their Form of Proxy as soon as possible. To be valid, Forms of Proxy for use at the General Meeting must be completed and returned in accordance with the instructions printed thereon to the Company's Registrar, Computershare Investor Services at The Pavilions, Bridgwater Road, Bristol, BS99 6AH, United Kingdom so as to arrive no later than 9.00 a.m. on 20 February 2025.
As an alternative to completing and returning the accompanying Form of Proxy, you may submit your proxy electronically by accessing the Company Registrar's online voting portal www.investorcentre. co.uk/eproxy. For further details on how to submit your proxy electronically please see paragraph 12 in Part I of this document. If you are a member of CREST you may be able to use the CREST electronic proxy appointment service. Proxies sent electronically must be sent as soon as possible and, in any event, so as to be received no later than 9.00 a.m. on 20 February 2025.
Eligible Shareholders who hold their Shares in certificated form and who wish to tender Shares for purchase by the Company under the Tender Offer should ensure that their completed Tender Forms are returned to the Receiving Agent by post to Computershare Investor Services, The Pavilions, Bridgwater Road, Bristol BS99 6AH so as to be received by no later than 1.00 a.m. on 21 February 2025. Eligible Shareholders who hold their Shares in certificated form should also return their Share certificate(s) and/or other document(s) of title in respect of the Shares tendered.
Eligible Shareholders who hold Shares in uncertificated form (that is, in CREST) should not return the Tender Form and should arrange for the Shares tendered to be transferred into escrow as described in paragraph 3.2 of Part IV of this Circular.
INVESTOR PLATFORMS HAVE INSTRUCTIONS ON HOW VOTES AND/OR TENDER FORMS SHOULD BE SUBMITTED AND THE DEADLINE FOR RECEIPT, PLEASE NOTE THOSE INSTRUCTIONS AND ALSO NOTE THAT THE DEADLINE IS LIKELY TO BE EARLIER THAN THE TIME AND DATE FOR RECEIPT OF FORMS OF PROXY AND/OR TENDER FORMS SET OUT ABOVE. Investors who hold their Shares through an investment platform provider or nominee are encouraged to contact their investment platform provider or nominee as soon as possible to arrange for votes to be lodged and/Tender Forms to be submitted on their behalf. The Association of Investment Companies' guidance on how to vote through investment platforms can be found on its website (https://www.theaic.co.uk/how-to-vote-your-shares).
The availability of the Tender Offer to Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdiction in which they are located. Shareholders who are not resident in the United Kingdom should read paragraph 7 of Part I of this Circular and should inform themselves about, and observe, any applicable legal or regulatory requirements. In addition, the attention of Shareholders who are resident in the United States is drawn to the Notice for US Shareholders on page 41 of this Circular.
Akur Limited (trading as Akur Capital) ("Akur"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for the Company and for no one else in relation to the Proposals and the other arrangements referred to in this document. Akur will not regard any other person (whether or not a recipient of this document) as its client in relation to the Proposals and the other arrangements referred to in this document and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing any advice in relation to the Proposals, the contents of this document or any transaction or arrangement referred to in this document.
J.P. Morgan Securities plc (which conducts its UK investment banking activities as J.P. Morgan Cazenove) ("J.P. Morgan Cazenove"), which is authorised in the United Kingdom by the Prudential Regulation Authority ("PRA") and regulated by the PRA and the Financial Conduct Authority, is acting exclusively for the Company and for no one else in relation to the Tender Offer. J.P. Morgan Cazenove will not regard any other person (whether or not a recipient of this document) as its client in relation to the Tender Offer and the other arrangements referred to in this document and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing any advice in relation to the Tender Offer, the contents of this document relating to the Tender Offer or any transaction or arrangement referred to in this document in relation to the Tender Offer. Apart from the responsibilities and liabilities, if any, which may be imposed on J.P. Morgan Cazenove by FSMA or the regulatory regime established thereunder, neither J.P. Morgan Cazenove nor its subsidiaries, branches or affiliates make any representation or warranty, expressed or implied, as to the contents of this document and accept no responsibility or liability whatsoever for the accuracy, completeness or verification of, or opinions contained in, this document (or for the omission of any material information) and shall not be responsible or liable for the contents of this document or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company. J.P. Morgan Cazenove and its subsidiaries, branches and affiliates accordingly disclaim all and any responsibility or liability whether direct or indirect and whether arising in tort, contract or otherwise (save as referred to above) in respect of this document or any such statement.
This document contains a number of "forward-looking statements". Generally the words "will", "may", "should", "continue", "believes", "expects", "intends", "anticipates", "forecast", "plan", and "project" or in each case, their negative, or similar expressions identify forward-looking statements. Such statements reflect the relevant company's current views with respect to future events and are subject to risks, assumptions and uncertainties that could cause the actual results to differ materially from those expressed or implied in the forward-looking statements. Many of these risks, assumptions and uncertainties relate to factors that are beyond the companies' abilities to control or estimate precisely, such as future market conditions, changes in general economic and business conditions, introduction of competing products and services, lack of acceptance of products and services and the behaviour of other market participants. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct. Shareholders should not, therefore, place undue reliance on these forward-looking statements, which speak only as of the date of this document. Except as required by the UK Listing Rules, the Disclosure, Guidance and Transparency Rules or any other applicable law or regulation, the Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this document to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any statement is based.
Unless otherwise defined herein, capitalised terms used in this document have the meanings given to them in the section entitled "Definitions" set out in Part VIII of this document.
THE CONTENTS OF THIS CIRCULAR OR ANY SUBSEQUENT COMMUNICATION FROM THE COMPANY OR ANY OF ITS ADVISERS, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS ARE NOT TO BE CONSTRUED AS LEGAL, FINANCIAL OR TAX ADVICE. EACH SHAREHOLDER SHOULD CONSULT HIS, HER OR ITS OWN SOLICITOR, INDEPENDENT FINANCIAL ADVISER OR TAX ADVISER FOR LEGAL, FINANCIAL OR TAX ADVICE.
This document is dated 23 January 2025.
| EXPECTED TIMETABLE OF PRINCIPAL EVENTS | 5 |
|---|---|
| DOCUMENTS ACCOMPANYING THIS CIRCULAR | 6 |
| PART I - LETTER FROM THE CHAIR | 8 |
| PART II - LETTER FROM THE TENDER MANAGER REGARDING THE TENDER OFFER | 17 |
| PART III - RISK FACTORS RELATING TO THE PROPOSALS | 19 |
| PART IV - TERMS AND CONDITIONS OF THE TENDER OFFER | 22 |
| PART V - NOTICE FOR US SHAREHOLDERS | 33 |
| PART VI – UK TAXATION OF THE TENDER OFFER | 34 |
| PART VII – ADDITIONAL INFORMATION | 36 |
| PART VIII – DEFINITIONS | 39 |
| NOTICE OF GENERAL MEETING | 44 |
| Publication and posting of this document, the Notice of the General Meeting and the Form of Proxy |
23 January 2025 |
|---|---|
| Latest time and date for receipt of Forms of Proxy for the General Meeting |
9.00 a.m. on 20 February 2025 |
| Latest time and date for receipt of Tender Forms and TTE Instructions |
1.00 p.m. on 21 February 2025 |
| Record Date for entitlement to vote at the General Meeting |
6.00 p.m. on 21 February 2025 |
| Record Date for participation in the Liquidation or the Tender Offer |
6.00 p.m. on 21 February 2025 |
| Suspension of Shares from listing on the Official List and to trading on the Main Market |
7.30 a.m. 24 February 2025 |
| General Meeting | 9.00 a.m. on 24 February 2025 |
| Results of General Meeting announced | 24 February 2025 |
| If the Liquidation Resolutions are passed: | |
| Appointment of Liquidators | 24 February 2025 |
| Cancellation of the listing of the Shares on the Official List and of the trading of the Shares on the Main Market |
8.00 a.m. 25 February 2025 |
| Results of Tender Offer announced | 24 February 2025 |
|---|---|
| Lifting of the suspension of Shares from listing on the Official List and to trading on the Main Market and commencement of the Tender Offer |
7.30 a.m. 25 February 2025 |
| Purchase date of the Shares subject to the Tender Offer |
25 February 2025 |
| Settlement through CREST of, and despatch of cheques for, the Tender Offer consideration, as appropriate |
by 4 March 2025 |
| Despatch of balance share certificates and crediting of CREST accounts with Shares not purchased |
by 10 March 2025 |
Accompanying this Circular is a Form of Proxy and a Tender Form.
Complete and return the Form of Proxy for the General Meeting by post to Computershare Investor Services, The Pavilions, Bridgwater Road, Bristol BS99 6AH as soon as possible and, in any event, by no later than 9.00 a.m. on 20 February 2025 and/or attend and vote at the General Meeting on 24 February 2025.
As an alternative to completing and returning the accompanying Form of Proxy, you may submit your proxy electronically by accessing the Company Registrar's online voting portal www.investorcentre.co.uk/ eproxy. For further details on how to submit your proxy electronically please see paragraph 12 in Part I of this document. If you are a member of CREST you may be able to use the CREST electronic proxy appointment service. Proxies sent electronically must be sent as soon as possible and, in any event, so as to be received no later than 9.00 a.m. on 20 February 2025.
INVESTOR PLATFORMS HAVE INSTRUCTIONS ON HOW VOTES SHOULD BE SUBMITTED AND THE DEADLINE FOR RECEIPT, PLEASE NOTE THOSE INSTRUCTIONS AND ALSO NOTE THAT THE DEADLINE IS LIKELY TO BE EARLIER THAN THE TIME AND DATE FOR RECEIPT OF FORMS OF PROXY SET OUT ABOVE. Investors who hold their Shares through an investment platform provider or nominee are encouraged to contact their investment platform provider or nominee as soon as possible to arrange for votes to be lodged on their behalf. The Association of Investment Companies' guidance on how to vote through investment platforms can be found on its website (https://www.theaic.co.uk/how-to-vote-your-shares).
THE COMPANY IS PROPOSING THE TENDER OFFER AS AN ALTERNATIVE METHOD OF RETURNING VALUE TO SHAREHOLDERS IN THE EVENT THAT THE LIQUIDATION RESOLUTIONS ARE NOT PASSED AT THE GENERAL MEETING.
YOU SHOULD READ THE WHOLE OF THIS CIRCULAR, WHICH CONTAINS THE MATERIAL TERMS OF THE TENDER OFFER, AND NOT JUST THIS SECTION WHEN DECIDING WHAT ACTION TO TAKE.
FOR THE AVOIDANCE OF DOUBT, THE TENDER OFFER SHALL NOT BE UNDERTAKEN AND ANY SHARES TENDERED BY SHAREHOLDERS WILL NOT BE PURCHASED IF THE LIQUIDATION RESOLUTIONS ARE PASSED AT THE GENERAL MEETING OR IF THE TENDER OFFER RESOLUTION IS NOT PASSED.
INVESTOR PLATFORMS HAVE INSTRUCTIONS ON HOW DOCUMENTS SUCH AS TENDER FORMS SHOULD BE SUBMITTED AND THE DEADLINE FOR RECEIPT, PLEASE NOTE THOSE INSTRUCTIONS AND ALSO NOTE THAT THE DEADLINE IS LIKELY TO BE EARLIER THAN THE TIME AND DATE FOR RECEIPT OF TENDER FORMS SET OUT HEREIN.
Investors who hold their Shares through an investment platform provider or nominee are encouraged to contact their investment platform provider or nominee as soon as possible to arrange for Tender Forms to be submitted on their behalf.
To tender your Shares that are held in certificated form under the Tender Offer:
Complete and return the Tender Form by post or (during normal business hours only) by hand to the Receiving Agent at Computershare Investor Services, The Pavilions, Bridgwater Road, Bristol BS99 6AH as soon as possible and, in any event, by no later than 1.00 p.m. on 21 February 2025.
You should send (or, if you are a CREST sponsored member, procure that your CREST sponsor sends) a TTE Instruction to Euroclear, which must be properly authenticated in accordance with Euroclear's specification and which must contain, in addition to other information that is required for the TTE Instruction to settle in CREST, the following details:
Full details of the action to be taken are set out in this Circular and in the instructions on the respective forms.
IMPORTANT NOTICE FOR US SHAREHOLDERS: Any US Shareholder that intends to participate in the Tender Offer (whether they hold their Shares in certificated or uncertificated form) should note that they should file a completed Form W-9 with the Company's Registrar, Computershare Investor Services, before the closing of the Tender Offer at 1.00 p.m. (London time) on 21 February 2025. See "Notice for US Shareholders" on page 41 of this document. Failure by any such US Shareholder to file a completed Form W-9 on a timely basis may result in any consideration payable to that Shareholder pursuant to the Tender Offer being subject to US backup withholding.
The attention of Overseas Shareholders is drawn to the section headed "Overseas Shareholders" in paragraph 7 of Part I of this Circular.
If you have any queries in relation to your shareholding(s) and/or in connection with the completion of the Form of Proxy or the Tender Form, please contact Computershare Investor Services on 0370 703 6156 or, from overseas, +44 (0) 370 703 6156. Calls outside the United Kingdom will be charged at the applicable international rate. Computershare Investor Services are open between 08.30 a.m. – 5.30 p.m., Monday to Friday (excluding public bank holidays in England and Wales) or via email at [email protected]. Please note, Computershare Investor Services can only provide information regarding the completion of forms and cannot provide you with advice on the merits of the Tender Offer or as to whether Shareholders should take up the Tender Offer or provide any personal, legal, financial or tax advice.
(a company incorporated in England and Wales under the Companies Act 2006 with registered number 12693305)
Directors: Rosemary Boot (Chair) Sonia McCorquodale Dr. Anthony White MBE Registered Office: The Scalpel 18th Floor 52 Lime Street London United Kingdom EC3M 7AF
23 January 2025
Dear Shareholder
OR
At a general meeting of the Company on 22 March 2024, the Board received a clear mandate from approximately 99 per cent. of the Shareholders present and voting who approved, among other things, proposals to commence a managed wind-down of the Company and an orderly realisation of its assets (the "Managed Wind-Down"). Since then, the Company has completed a series of transactions in connection with the Managed Wind-Down, including:
(together, the "Disposals").
Following the Disposals, the realisation of the Company's assets in connection with the Managed Wind-Down is effectively complete. Therefore the Board is now recommending that the Company enters into a members' voluntary liquidation in order to facilitate an efficient and timely return of capital to Shareholders (the "Liquidation"). The Liquidation requires Shareholder approval pursuant to the Liquidation Resolutions. If the Liquidation Resolutions are approved by Shareholders at the General Meeting, the Liquidation will proceed and the admission of the Shares to the Official List and to trading on the Main Market will be cancelled (the "De-Listing").
In support of this view, the Liquidators have provided confirmation to the Board that they will use their best endeavours to return all the cash available on the Company's balance sheet less an amount reflecting, among other things, the costs of the Liquidation, known liabilities unpaid at the date of Liquidation and amounts to cover any potential creditor claims to Shareholders as soon as possible following their appointment and, in any event, within 10 Business Days following the passing of the Liquidation Resolutions.
The Liquidators have confirmed that they expect to make the following distributions:
Shareholders would therefore receive a significant return of capital via the Initial Distribution (expected to be 42.99 pence per Share) within 10 Business Days following the appointment of the Liquidators at the General Meeting. The Distributions are expected to be treated as distributions of capital for tax purposes. The Liquidation is expected to be complete in Q4 2026.
Resolution 1 relating to the Liquidation is a special resolution and requires the approval of at least 75 per cent. of Shareholders entitled to vote and present in person or by proxy to vote in favour in order for it to be passed. Therefore, any Shareholder or group of Shareholders with a large interest in the Shares could have a disproportionate impact on the outcome of the vote if other Shareholders do not vote, and so it is critical that all Shareholders exercise their right to vote at the General Meeting.
The Board has noted the change in the composition of the Company's share register following the Managed Wind-Down vote in March 2024, including the fact a new Shareholder has acquired a material interest in the Company and the Board believes there is a possibility that Resolution 1 relating to the Liquidation might not be passed by the requisite majority of Shareholders at the General Meeting.
Therefore, in line with the Managed Wind-Down and with the aim of returning capital to Shareholders as promptly as practicable, the Board is also proposing the Tender Offer Resolution at the General Meeting, in order to provide an alternative method for returning capital to Shareholders should the Liquidation Resolutions not pass. The Tender Offer is conditional on the Tender Offer Resolution being passed and on the Liquidation Resolutions not being passed, and therefore the Tender Offer will only proceed if Shareholders do not approve the Liquidation.
As an illustrative example, a Shareholder holding 10,000 Shares as at the Record Date should expect to receive a distribution equal to approximately £4,299 pursuant to the Initial Distribution under the Liquidation, whereas that Shareholder should expect to receive an amount equal to approximately £4,199 if they tender their full Basic Entitlement in the Tender Offer.
I am writing to explain why the Board considers the Liquidation to be in the best interests of Shareholders and, to the extent the Liquidation Resolutions are not passed at the General Meeting, why the Board considers the Tender Offer to be the best alternative to the Liquidation. The Board unanimously recommends that you vote in favour of each of the Resolutions to be proposed at the General Meeting to be held at 9.00 a.m. on 24 February 2025, notice of which is set out at the end of this document.
The Board encourages all Shareholders to exercise their right to vote at the General Meeting and to vote in favour of each of the Resolutions and also to consider participating in the proposed Tender Offer in case the Liquidation Resolutions are not passed.
The Board is recommending that the Company be placed into members' voluntary liquidation and all of directors will shortly swear a declaration stating they have made appropriate enquiries into the Company's affairs and financial position and they have formed the opinion that the Company will be able to pay its debts in full, together with interest, within 12 months of the commencement of the Liquidation.
Subject to the Liquidation Resolutions being passed, it is proposed that Henry Anthony Shinners and Adam Henry Stephens, licensed insolvency practitioners of Evelyn Partners LLP of 45 Gresham Street, London, United Kingdom EC2V 7BG (the "Liquidators") be appointed and that their remuneration shall be approved by Shareholders. The winding-up of the Company will be a solvent winding up in which it is intended that all creditors will be paid in full. The appointment of the Liquidators will become effective subject to, and immediately upon, the passing of the Liquidation Resolutions at the General Meeting, at which point the powers of the Directors will cease.
In connection with the Liquidation, the Shares will be suspended from listing on the Official List and from trading on the Main Market with effect from 7.30 a.m. on 24 February 2025, being the date of the General Meeting. If the Liquidation Resolutions are passed, the listing of the Shares on the Official List and to trading on the Main Market will be cancelled on 25 February 2025. Therefore Shareholders will only be able to acquire or dispose of Shares on-market until 6.00 p.m. on 21 February 2025. However, if the Liquidation Resolutions are not passed, the suspension of the Shares will be lifted at 7.30 a.m. on 25 February 2025 and the Shares are expected to continue to be admitted on the Official List and to continue to trade on the Main Market (as long as the Company continues to comply with its continuing obligations under the UK Listing Rules following completion of the Tender Offer).
If the Liquidation Resolutions are passed by Shareholders the Liquidators will assume responsibility for the winding up of the Company, and shall, among other things: (i) pay any fees, costs and expenses of the Company; (ii) discharge the liabilities of the Company; and (iii) distribute the Company's surplus assets to Shareholders.
The Board believes the Liquidation is the most cost effective mechanism for Shareholders to receive the remaining amounts owed to them in connection with the Managed Wind-Down. The Board also believes that the Liquidation provides Shareholders with a greater degree of certainty as to the amount and timing of any return of capital when compared to alternative methods. The Liquidators will distribute the Company's surplus assets to Shareholders, though Shareholders should note that, following the Shares being suspended from listing on the Official List and from trading on the Main Market there will be no public market for the Shares. Shareholders should consult their own professional advisers and seek their own advice in connection with the potential consequences of the De-Listing.
A resolution approving the proposed Tender Offer will be proposed at the General Meeting. The Tender Offer Resolution is conditional on the Liquidation Resolutions not being passed.
The maximum amount to be repurchased under the Tender Offer is approximately £42 million, reflecting the Company's current cash position, ongoing working capital requirements and an amount for contingences in connection with any future proposed liquidation of the Company following the completion of the Tender Offer. Accordingly, the Tender Offer is being made for up to 87,372,581 of the Shares, representing approximately 87.36 per cent. of the existing Shares in issue, to be acquired at a fixed price equal to 48.07 pence per Share (the "Tender Price"). The Tender Price represents the estimated unaudited Net Asset Value per Share of 49.30 pence as at the Latest Practicable Date, adjusted such that the costs incurred by the Company in connection with the Tender Offer are allocated to Shareholders participating in the Tender Offer (assuming full take up of the Tender Offer).
The Tender Price represents a premium of approximately 6.47 per cent. to the closing market price per Share of 45.15 pence on 22 January 2025 (being the latest practicable date prior to publication of this Circular).
Under the terms of the Tender Offer, Eligible Shareholders will be able to tender up to approximately 87.36 per cent. of the Shares registered in their name on the Register of Members as at the Record Date for the Tender Offer (the "Basic Entitlement"), rounded down to the nearest whole number of Shares. Shareholders will also have the option to tender additional Shares to the extent that other Shareholders tender less than their Basic Entitlement. Any such excess tenders will be satisfied pro rata in proportion to the amount tendered in excess of the Basic Entitlement (rounded down to the nearest whole number of Shares). To the extent there are sufficient Available Shares, certain Shareholders may be able to tender up to 100 per cent. of their holding of Shares pursuant to the excess tender process.
The Tender Offer is available to Eligible Shareholders on the Register of Members as at the Record Date for the Tender Offer, which is close of business on 21 February 2025.
The maximum number of Shares to be acquired under the Tender Offer is 87,372,581 Shares, representing approximately 87.36 per cent. of the Shares in issue as at 22 January 2025 (being the latest practicable date prior to publication of this Circular), and equal in value to approximately £42 million at the Tender Price (the "Available Shares"). The costs relating to the Tender Offer are expected to be approximately £1.1 million including VAT, and the Tender Price represents the estimated unaudited Net Asset Value per Share of 49.30 pence as at the Latest Practicable Date, adjusted such that these costs are allocated to Shareholders participating in the Tender Offer (assuming full take up of the Tender Offer).
Successful tenders will be determined as follows:
The Record Date for participation in the Tender Offer is close of business on 21 February 2025. The Tender Offer is conditional on the Liquidation Resolutions not being passed at the General Meeting and on the Tender Offer Resolution being passed at the General Meeting, in each case as set out in the notice of the General Meeting at the end of this document. The Tender Offer is also subject to certain conditions set out in paragraph 2 of Part IV of this Circular. In addition, the Tender Offer may be suspended or terminated in certain circumstances, as set out in paragraphs 2 and 8 of Part IV of this Circular.
Shares which are tendered for acceptance under the Tender Offer may not be withdrawn or sold, transferred, charged or otherwise disposed of.
Subject to the Tender Offer becoming unconditional, payment of the relevant Tender Price due to Eligible Shareholders whose tenders under the Tender Offer have been accepted will be made by 4 March 2025 or as soon as practicable thereafter.
Shareholders' attention is drawn to the letter from the Tender Manager in Part II of this Circular and to the details set out in Part IV of this Circular which, together with the Tender Form, constitute the terms and conditions of the Tender Offer. Details of how to tender Shares can be found in paragraph 3 of Part IV of this Circular.
Eligible Shareholders on the Register of Members on the Record Date are being invited to tender for sale up to approximately 87.36 per cent. of their Shares to the Tender Manager who will, as riskless principals, purchase at the Tender Price the Shares validly tendered (subject to the overall limit of the Tender Offer). The Tender Offer is to be effected by the Tender Manager (acting as principal and not as agent, nominee or trustee) purchasing Shares from Shareholders. In making the Tender Offer, the Tender Manager will purchase the Shares which have been validly tendered as principal by means of an on-market purchase from tendering Shareholders and will sell the tendered Shares acquired by it on to the Company pursuant to the terms of the Repurchase Agreement. All Shares acquired by the Company from the Tender Manager under the Repurchase Agreement will be cancelled. All transactions will be carried out on the London Stock Exchange.
The repurchase of Shares by the Company pursuant to the terms of the Repurchase Agreement, as well as the costs relating to the Tender Offer, will be funded by the cash currently on the Company's balance sheet. All Shares ultimately acquired by the Company in connection with the Tender Offer will be cancelled.
For the reasons set out above, the Board is recommending that the Company be placed into Liquidation. This requires the approval of Shareholders pursuant to the Liquidation Resolutions at the General Meeting.
Resolution 1 relates to the approval by Shareholders for the Company to be wound-up voluntarily. Resolution 1 is being proposed as a special resolution and is conditional on Resolution 2 being passed.
Resolution 2 approves the following for the purposes of the Liquidation:
● Authorisation of the Company to hold its statutory books and records to the order of the Liquidators and to not destroy them.
Resolution 2 is being proposed as an ordinary resolution and is conditional on Resolution 1 being passed.
Resolution 3 is being proposed as an ordinary resolution, and is conditional on Resolution 1 and/or Resolution 2 not being passed at the General Meeting. Resolution 3 relates to the approval of the Tender Offer.
Following the completion of the Disposals, it is the assessment of the Board that the Liquidation and De-Listing represent the most efficient and cost and tax-effective method to complete the Managed Wind-Down approved by Shareholders in March 2024 and return capital to Shareholders and provides the Board with a better degree of certainty as to the amount and timing of any return of capital when compared to alternative methods. Therefore, the Board recommends Shareholders vote in favour of the Liquidation Resolutions. In the event that the Liquidation Resolutions are not passed, the Board considers Shareholder participation in the Tender Offer to be the most viable alternative of returning capital to Shareholders in terms of efficiency and cost and tax-effectiveness and facilitating the completion of the Managed Wind-Down. Therefore, the Board recommends that Shareholders vote in favour of Resolution 3 and consider participating in the Tender Offer.
In the event that none of the Resolutions are passed at the General Meeting, the Company would need to find an alternative solution to return value to Shareholders, which may include declaring a special dividend which may not be as tax-efficient for Shareholders. In addition, if none of the Resolutions are passed, the Company would be required to incur further costs and expenses, which may have a negative impact on the Company's cash position and could reduce the value available to be returned to Shareholders.
If the Tender Offer is undertaken and, depending on the extent to which Shares are validly tendered and accepted in the Tender Offer, the composition of the Company's share register following completion of the Tender Offer may be such that the Company is no longer able to comply with certain ongoing obligations in the UK Listing Rules. This may result in the Shares being suspended and/or cancelled from the Official List and from trading on the Main Market of the London Stock Exchange.
If the Liquidation Resolutions are passed, the Liquidators will be entitled to receive remuneration for their services by reference to the time properly given by them and their staff, as well as raise and draw invoices in respect of disbursements, including on the terms set out in the Liquidation Resolutions.
The costs of the Liquidation and De-Listing are estimated to be approximately £0.3 million (inclusive of VAT to the extent applicable), which includes the fees of the Liquidators and those of the Company's advisers. This represents approximately 0.6 per cent. of the Company's estimated unaudited NAV as at the latest practicable date. These costs will be discharged by the Company, to the extent not already paid, in due course following the General Meeting.
The costs of the Tender Offer are estimated to be approximately £1.1 million (inclusive of VAT to the extent applicable), which includes the fees of the Company's advisers . This represents approximately 2.2 per cent. of the Company's estimated unaudited NAV as at the latest practicable date. These costs will be discharged by the Company, to the extent not already paid, in due course following the General Meeting.
In addition, if the Liquidation Resolutions are not passed and the Tender Offer Resolution is passed, the Company will be required to retain an amount on its balance sheet to cover the Company's ongoing working capital requirements and an amount for contingences following the completion of the Tender Offer.
The Tender Offer will not be available to certain Overseas Shareholders. The attention of Overseas Shareholders is drawn to paragraph 9 of Part IV of this Circular.
Eligible Shareholders who sell Shares in the Tender Offer may, depending on their individual circumstances, incur a liability to taxation. The attention of Eligible Shareholders is drawn to Part V of this Circular which sets out a general guide to certain aspects of current law and tax authority practice in respect of UK taxation. Eligible Shareholders who are in any doubt as to their tax position or who are subject to tax in a jurisdiction other than the United Kingdom, including US Shareholders, should consult an appropriate professional adviser.
Under the DTRs, certain substantial Shareholders are required to notify the Company and the FCA of the percentage of voting rights they hold as Shareholders or through their direct or indirect holding of financial instruments within the limits referred to in the DTR. Following the completion of the Tender Offer, the percentage of voting rights held by a Shareholder may change, which may give rise to an obligation on the Shareholder to notify the Company and the FCA within two trading days of becoming aware (or being deemed to have become aware) of such change. If you are in any doubt as to whether you should notify the Company and the FCA or as to the form of that notification please consult your solicitor or other professional adviser.
See paragraph 6 of Part VII of this document.
The Liquidation is conditional on the approval by Shareholders of the Liquidation Resolutions to be proposed at the General Meeting which has been convened for 9.00 on 24 February 2025. The Tender Offer is conditional on the Liquidation Resolutions not being approved by Shareholders at the General Meeting and on the Tender Offer Resolution being passed at the General Meeting.
Resolution 1 will be proposed as a special resolution. A special resolution requires a majority of at least 75 per cent. of members entitled to vote and present in person or by proxy to vote in favour in order for it to be passed.
Resolutions 2 and 3 will be proposed as ordinary resolutions. An ordinary resolution requires a majority of members entitled to vote and present in person or by proxy to vote in favour in order for it to be passed.
In accordance with the Articles, all Shareholders present in person or by proxy will upon a show of hands have one vote and upon a poll shall have one vote in respect of each Share held. In order to ensure that a quorum is present at the General Meeting, it is necessary for two Shareholders entitled to vote to be present, whether in person or by proxy (or, if a corporation, by a representative).
The formal notice convening the General Meeting is set out at the end of this document.
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 at The Pavilions, Bridgwater Road, Bristol, BS99 6AH, United Kingdom so as to be received as soon as possible, and in any event no later than 9.00 a.m. on 20 February 2025.
Recipients of this document who are the beneficial owners of Shares held through a nominee should follow the instructions provided by their nominee or their professional adviser if no instructions have been provided.
As an alternative to completing and returning the accompanying Form of Proxy, you may submit your proxy electronically by accessing the Company Registrar's online voting portal www.investorcentre.co.uk/eproxy. For security purposes, you will be asked to enter the control number, your shareholder reference number (SRN) and personal identification number (PIN) to validate the submission of your proxy online. The control number and members' individual SRN and PIN numbers are shown on the accompanying Form of Proxy. If you are a member of CREST you may be able to use the CREST electronic proxy appointment service. Proxies sent electronically must be sent as soon as possible and, in any event, so as to be received no later than 9.00 a.m. on 20 February 2025.
Investors who hold their Shares through an investment platform provider or nominee are encouraged to contact their investment platform provider or nominee as soon as possible to arrange for votes to be lodged on their behalf. The Association of Investment Companies' guidance on how to vote through investment platforms can be found on its website (https://www.theaic.co.uk/how-to-vote-your-shares).
Only those Eligible Shareholders who wish to tender Shares and who hold their Shares in certificated form should complete and return a Tender Form. Those Eligible Shareholders who hold their Shares in uncertificated form do not need to complete or return a Tender Form.
Eligible Shareholders who wish to participate in the Tender Offer and hold their Shares in certificated form should complete the Tender Form in accordance with the instructions set out therein and return the completed Tender Form by post or (during normal business hours only) by hand to the Receiving Agent at Computershare Investor Services, The Pavilions, Bridgwater Road, Bristol BS99 6AH, to arrive as soon as possible and, in any event, by no later than 1.00 p.m. on 21 February 2025.
Eligible Shareholders who wish to participate in the Tender Offer and hold their Shares in certificated form should also return their Share certificate(s) and/or other document(s) of title in respect of the Shares tendered with their Tender Form.
Eligible Shareholders who wish to tender Shares and hold their Shares in uncertificated form (that is, in CREST) should arrange for the relevant Shares to be transferred to escrow by means of a TTE Instruction as described in paragraph 3.2 of Part IV of this Circular.
INVESTOR PLATFORMS HAVE INSTRUCTIONS ON HOW DOCUMENTS SUCH AS TENDER FORMS SHOULD BE SUBMITTED AND THE DEADLINE FOR RECEIPT, PLEASE NOTE THOSE INSTRUCTIONS AND ALSO NOTE THAT THE DEADLINE IS LIKELY TO BE EARLIER THAN THE TIME AND DATE FOR RECEIPT OF TENDER FORMS SET OUT HEREIN.
The Liquidation and the De-Listing are, in the Board's opinion, in the best interest of the Shareholders as a whole and therefore the Board unanimously recommends the Shareholders vote in favour of the Liquidation Resolutions to be proposed at the General Meeting.
However, if the Liquidation Resolutions are not passed by the requisite majorities of Shareholders at the General Meeting, the Tender Offer, in the Board's opinion, represents the most viable alternative to the Liquidation for returning capital to Shareholders. Therefore, the Board also unanimously recommends that Shareholders also vote in favour of the Tender Offer Resolution to be proposed at the General Meeting.
Participation in the Tender Offer is an alternative means to return capital to Eligible Shareholders in the event that the Liquidation Resolutions are not passed. The Directors are making no recommendation to Eligible Shareholders as to whether they should tender Shares in the Tender Offer. Whether Eligible Shareholders decide to tender Shares will depend, among other things, on their view of the Company's prospects (which will be materially impacted if the Liquidation Resolutions are not passed) and their own individual circumstances, including their tax position. Eligible Shareholders who are in any doubt as to the action they should take should consult an appropriate independent professional adviser.
Each of the Directors will tender their respective Shares in the Tender Offer.
You are requested to complete and return the enclosed Form of Proxy without delay, whether or not you intend to attend the General Meeting.
The Directors intend to vote in favour, or, to the extent they are able to do so, procure the vote in favour, of all of the Resolutions at the General Meeting in respect of their own beneficial holdings of Shares which, in aggregate, amount to 90,000 Shares representing approximately 0.09 per cent. of the Company's issued share capital (excluding Shares held in treasury) as at the date of this document.
Yours faithfully
Chair
J.P. Morgan Securities plc 25 Bank Street Canary Wharf London, England E14 5JP
23 January 2025
To: Shareholders of Triple Point Energy Transition plc
Dear Sir or Madam,
As explained in the letter from your Chair in Part I of this document, Eligible Shareholders are being given the opportunity to tender some or all of their Shares for purchase in the Tender Offer, on the basis set out below and in Part IV of this document. The purpose of this letter is to summarise the principal terms and conditions of the Tender Offer.
The Tender Manager hereby invites Eligible Shareholders on the Register of Members on the Record Date to tender Shares for purchase by the Tender Manager for cash at the Tender Price. The Tender Price represents the estimated unaudited Net Asset Value per Share of 49.30 pence as at the Latest Practicable Date, adjusted such that the costs incurred by the Company in connection with the Tender Offer are allocated to Shareholders participating in the Tender Offer.
The Tender Offer is being made for up 87,372,581 Shares, representing approximately 87.36 per cent. of the existing Shares in issue (excluding any Shares held in treasury).
Successful tenders will be determined as follows:
The Company has agreed to purchase from the Tender Manager all tendered Shares which the Tender Manager purchases from Shareholders under the Tender Offer pursuant to terms of the Repurchase Agreement.
The Tender Offer is made on the terms and subject to the conditions set out in Part IV of this document and, where applicable, in the case of Shareholders holding their Shares in certificated form in the accompanying Tender Form, the terms of which are deemed to be incorporated into this document and form part of the Tender Offer. This letter is not a recommendation to Shareholders to tender all or any of their Shares. The Tender Manager is acting for the Company and no one else in connection with the Tender Offer and will not be responsible to anyone other than the Company for providing the protections afforded to clients of the Tender Manager nor for providing advice in relation to the Tender Offer or any other matter referred to herein. Nothing in this paragraph shall serve to exclude or limit any responsibilities which the Tender Manager may have under FSMA or the regulatory regime established thereunder.
Full details of the procedure for tendering Shares are set out in Part IV of this document and, where applicable, on the Tender Form.
Eligible Shareholders who wish to tender Shares and hold their Shares in certificated form should complete the Tender Form in accordance with the instructions set out therein and return the completed Tender Form to the Receiving Agent by post or (during normal business hours only) by hand at Computershare Investor Services, The Pavilions, Bridgwater Road, Bristol BS99 6AH, so as to be received as soon as possible and, in any event, by not later than 1.00 p.m. on 21 February 2025. Eligible Shareholders should at the same time return the Share certificate(s) and/or other document(s) of title in respect of any Shares tendered which are in certificated form.
Eligible Shareholders who wish to tender Shares and who hold their Shares in uncertificated form (that is, in CREST) should arrange for their Shares to be transferred into escrow as described in paragraph 3.2 of Part IV of this Circular.
Only those Eligible Shareholders who hold their Shares in certificated form should complete and return a Tender Form. Those Eligible Shareholders who hold their Shares in uncertificated form do not need to complete or return a Tender Form.
Further details of the procedure for tendering Shares are set out in paragraph 3 of Part IV of this Circular and, in the case of certificated Shares, in the Tender Form.
Tender Forms and TTE Instructions which are received by the Receiving Agent after 1.00 p.m. on 21 February 2025 or which at that time are incorrectly completed or not accompanied by all relevant documents or instructions may be rejected and returned to Shareholders or their appointed agent, together with any accompanying Share certificates) and/or other document(s) of title.
The Tender Manager reserves the right to treat as valid only those Tender Forms or TTE Instructions received by the Receiving Agent by the deadline specified above which are entirely in order and which are accompanied (in the case of Shares held in certificated form by the relevant Share certificates) and/or other document(s) of title or a satisfactory indemnity in lieu thereof.
The making of the Tender Offer to persons outside the United Kingdom and the United States may be prohibited or affected by the relevant laws of the overseas jurisdiction. Shareholders with registered or mailing addresses outside the United Kingdom and the United States or who are citizens or nationals of, or resident in, a jurisdiction other than the United Kingdom or the United States should read paragraph 9 of Part IV of this Circular.
IMPORTANT NOTICE FOR US SHAREHOLDERS: Any US Shareholder that intends to participate in the Tender Offer (whether they hold their Shares in certificated or uncertificated form) should note that they should file a completed Form W-9 with the Company's Registrar, Computershare Investor Services, before the closing of the Tender Offer at 1.00 p.m. (London time) on 21 February 2025.
The Tender Offer is conditional on the Liquidation Resolutions not being passed at the General Meeting and on the Tender Offer Resolution being passed at the General Meeting, in each case as set out in the Notice of the General Meeting at the end of this Circular on 24 February 2025 (or such later date as the Company and the Tender Manager may determine). The Tender Offer is also conditional on the other matters described in paragraph 2.1 of Part IV of this Circular.
The Tender Offer may be terminated in the circumstances described in paragraphs 2 and 8 of Part IV of this Circular.
Subject to the Tender Offer becoming unconditional, payment of the Tender Price due to Eligible Shareholders whose tenders under the Tender Offer have been accepted will be made (by cheque or payment through CREST, as appropriate) by 4 March 2025 or as soon as practicable thereafter, as described in paragraph 4 of Part IV of this Circular.
Your attention is drawn to the information contained in the rest of this Circular, including, in particular, the terms and conditions of the Tender Offer in Part IV of this Circular.
Yours faithfully
Shareholders should consider carefully all of the information set out in this document, including in particular the risks described below, as well as their personal circumstances, prior to making any decision as to whether or not to vote in favour of the Resolutions to be proposed at the General Meeting and/or, to the extent the Tender Offer is undertaken, to tender Shares in the Tender Offer. The Company's financial condition, assets, liquidity and capital resources could be materially adversely affected by any of the risks described below. In such case, the market price of the Shares may decline and investors could lose all or part of their investment.
Additional risks and uncertainties in relation to the Company that are not currently known to it, or that it currently deems immaterial, may also have a material adverse effect on the Company's business, financial condition and operating results.
If the Liquidation Resolutions are not passed at the General Meeting, the Liquidation will not take place. It is the Board's view that the Liquidation represents the most cost and tax-efficient method of returning value to Shareholders. To the extent the Liquidation does not proceed and the Tender Offer is undertaken, following completion of the Tender Offer the Board will be required to consider the options available to it in order return the remaining cash on the Company's balance sheet to Shareholders, potentially including the proposal of further Shareholder resolutions to approve the liquidation of the Company. In such circumstances, the Company will be required to incur ongoing costs in relation to the maintenance of its listing and certain other working capital costs, which would reduce the cash available to be returned to Shareholders.
In connection with the Liquidation, the Shares will be suspended from listing on the Official List and from trading on the Main Market with effect from 7.30 a.m. on 24 February 2025, being the date of the General Meeting. If the Liquidation Resolutions are passed, the listing of the Shares on the Official List and to trading on the Main Market will be cancelled on 25 February 2025. Therefore Shareholders will only be able to acquire or dispose of Shares on-market until 6.00 p.m. on 21 February 2025. If the Shares are suspended and/or cancelled, there will be no public market for the Shares and the opportunity for Shareholders to realise their investment in the Company by selling their Shares will be limited to private secondary market sales.
If the Liquidation Resolutions are not passed but the Tender Offer Resolution is and the Tender Offer is undertaken, depending on the extent to which Shares are validly tendered and accepted in the Tender Offer, the composition of the Company's share register following completion of the Tender Offer may be such that the Company is no longer able to comply with its ongoing obligations under the UK Listing Rules. Any such non-compliance may result in the Shares being suspended and/or cancelled from the Official List and from trading on the Main Market of the London Stock Exchange. If the Shares are suspended and/or cancelled, there will be no public market for the Shares and the opportunity for Shareholders to realise their investment in the Company by selling their Shares will be limited to private secondary market sales.
In addition, depending on the extent to which Shares are validly tendered and accepted in the Tender Offer, Shareholders would be required to consider any applicable obligations under the Code.
There is no guarantee that the Tender Offer will take place. The Tender Offer is conditional, among other things, on (i) the Liquidation Resolutions not being passed by the requisite majority of Shareholders at the General Meeting; and (ii) the Tender Offer Resolution being passed by the requisite majority of Shareholders at the General Meeting. The Tender Offer will not proceed if such conditions or any of the other conditions of the Tender Offer set out in paragraph 2.1 of Part IV of this Circular are not satisfied or if it is withdrawn by the Company at any point prior to the date that the Tender Offer becomes unconditional.
The Tender Offer Resolution is proposed as an ordinary resolution and, accordingly, requires the approval of more than 50 per cent. those Shareholders voting at the General Meeting in person or by proxy to vote in favour of the Tender Offer Resolution. If Shareholders do not approve the Liquidation or the Tender Offer and neither the Liquidation nor the Tender Offer proceed, the Company will need to explore alternative methods of concluding the Managed Wind-Down and returning capital to Shareholders. Any such alternative method may not as favourable as the Liquidation and/or the Tender Offer for Shareholders.
There is no guarantee that, if neither the Liquidation nor the Tender Offer proceeds, an alternative method to return value to Shareholders will be undertaken by the Company, as such matters will be subject to the determination of the Board at the relevant time (taking into account their assessment of the composition of the Company's share register, the sufficiency of distributable reserves and other factors), and the Board reserves the right to pursue alternative uses of the available funds, including for alternative share buybacks or the payment of dividends.
The market price of the Shares may change during the course of the period that the Tender Offer is open. Therefore, it cannot be certain whether the Tender Price will be greater or less than the price at which the Shares could be sold in the market at any time. The impact on the market price of the Shares as a result of the implementation of the Tender Offer cannot be predicted.
In addition, Shareholders tendering Shares for sale under the Tender Offer will receive the Tender Price per Share, which may be less than the price at which they bought their Shares or the price or value at which they might ultimately realise their Shares should they continue to hold them.
Should the number of Shares validly tendered under the Tender Offer be less than the aggregate maximum permitted under the terms of the Tender Offer set out in this document, and subject to circumstances prevailing following completion of the Tender Offer (including the level of take up by Shareholders), the Board currently expects that the Company will undertake a further return of any remaining capital to Shareholders. However, the Board retains the discretion as to the form and amount of any future return of capital. Any alternative method to return value to Shareholders, including by way of a special dividend, may not be as beneficial for the Company or the Shareholders as a whole in respect of, among other things, relative costs, complexity and timeframes, as well as tax treatment for Shareholders.
To the extent that Shares are validly tendered and accepted in the Tender Offer, the total volume of Shares available for trading will be reduced by a corresponding amount. An equity security with a smaller volume of securities available for trading may command a lower price than would a comparable security with a greater trading volume. The reduced volume is also likely to make the trading price of the Shares more volatile. Consequently, the liquidity, market value and price volatility of Shares not tendered in the Tender Offer is likely to be adversely affected. Nevertheless, in the event that the Tender Offer proceeds and the Shares remain admitted to the Official List and to trading on the Main Market, the Company intends to maintain its investment trust status while it seeks to complete the Managed Wind-Down.
Eligible Shareholders that participate in the Tender Offer who either (a) tender in excess of their Basic Entitlement and part or all of such excess is accepted, or (b) tender their Basic Entitlement of Shares in circumstances where the maximum aggregate number of Shares permitted to be tendered into the Tender Offer by all Eligible Shareholders is not reached, will have their proportionate holding in the Company diluted. Eligible Shareholders that participate in the Tender Offer who tender below their Basic Entitlement, in circumstances where the maximum aggregate number of Shares permitted to be tendered into the Tender Offer by all Eligible Shareholders is not reached, may have their proportionate holding in the Company diluted depending on both the number of Shares which they tender, and the total number of Shares tendered into the Tender Offer.
In addition, under the terms of the Tender Offer, Shareholders will also have the option to tender additional Shares beyond their Basic Entitlement, to the extent that other Shareholders tender less than their Basic Entitlement. To the extent there are sufficient Available Shares, some Shareholders will be able to tender up to 100 per cent. of their Shares pursuant to the excess tender process. If Shareholders tender 100 per cent. of their Shares in the Tender Offer, following completion of the Tender Offer they will no longer hold any Shares and will not be entitled to participate in any future returns of value undertaken by the Company.
Shareholders with significant holdings of Shares that do not tender into the Tender Offer in circumstances where other Eligible Shareholders do participate in the Tender Offer will see their proportionate holding in the Company increased, with a corresponding increase in the voting power of the Shares held by such Shareholders. Such holders of significant holdings of Shares could exercise their voting rights in a manner that is not aligned with the interests of other Shareholders. In addition, a decision to sell the Shares by such a significant Shareholder could have a materially greater adverse effect on the price for Shares (due to greater proportionate supply) following the completion of the Tender Offer.
Shareholders with a significant holding of Shares should have regard to their obligations under Rule 9 of the Code (as described in paragraph 6 of Part VII of this document). Shareholders who acquire further Shares could potentially trigger obligations under Rule 9 and should therefore, before making such an acquisition, be aware of the potential maximum increase in their proportionate holding as a result of such an acquisition following the completion of the Tender Offer and the cancellation of the Shares tendered.
There are different procedures for tendering Shares depending on whether your Shares are held in certificated or uncertificated form.
If you hold Shares in certificated form, you may only tender such Shares by completing and returning the Tender Form in accordance with the procedure set out in paragraph 3.1 below. Additional Tender Forms are available from the Receiving Agent by telephone on 0370 703 6156 or, from overseas, +44 (0) 370 703 6156.
If you hold Shares in uncertificated form (that is, in CREST), you may only tender such Shares by TTE Instruction in accordance with the procedure set out in paragraph 3.2 below and, if those Shares are held under different account IDs, you should send a separate TTE Instruction for each Member Account ID.
If you are in any doubt as to how to complete the Tender Form or as to the procedure for tendering Shares, please contact Computershare Investor Services on 0370 703 6156 or, from overseas, +44 (0) 370 703 6156. Calls outside the United Kingdom will be charged at the applicable international rate. Computershare Investor Services are open between 08.30 a.m. – 17.30 p.m., Monday to Friday (excluding public bank holidays in England and Wales) or via email at [email protected]. Please note, Computershare Investor Services can only provide information regarding the completion of forms and cannot provide you with advice on the merits of the Tender Offer or as to whether Shareholders should take up the Tender Offer or provide any personal, legal, financial or tax advice.
3.1 Procedure for Shares held in certificated form (that is, not in CREST)
To tender your Shares held in certificated form you must complete, sign and have witnessed the Tender Form.
The completed, signed and witnessed Tender Form should be sent either by post in the accompanying reply-paid envelope (for use in the UK only) along with the relevant Share certificate(s) and/or other document(s) of title or by hand (during normal business hours only) to the Receiving Agent at Computershare Investor Services, The Pavilions, Bridgwater Road, Bristol BS99 6AH as soon as possible and, in any event, so as to be received by no later than 1.00 p.m. on 21 February 2025. The Tender Manager shall be entitled (in its sole discretion) to accept late Tender Forms. No acknowledgement of receipt of documents will be given.
The completed and signed Tender Form should be accompanied by the relevant Share certificate(s) and/or other document(s) of title.
If your Share certificate(s) and/or other document(s) of title are not readily available (for example, if they are with your stockbroker, bank or other agent) or are lost, the Tender Form should nevertheless be completed, signed and returned as described above so as to be received by the Receiving Agent at Computershare Investor Services, The Pavilions, Bridgwater Road, Bristol BS99 6AH by no later than 1.00 p.m. on 21 February 2025, together with any Share certificate(s) and/or document(s) of title you may have available, accompanied by a letter of explanation stating that the (remaining) Share certificate(s) and/or other document(s) of title will be forwarded as soon as possible thereafter and, in any event, by no later than 1.00 p.m. on 21 February 2025.
The Receiving Agent will effect such procedures as are required to transfer your Shares to the Tender Manager under the Tender Offer. If you have lost your Share certificate(s) and/or other document(s) of title, you should write to the Company's Registrar at Computershare Investor Services, The Pavilions, Bridgwater Road, Bristol BS99 6AH to request a letter of indemnity in respect of the lost Share certificate(s) which, when completed in accordance with the instructions given, should be returned to the Receiving Agent so as to be received by no later than 1.00 p.m. on 21 February 2025.
By signing the Tender Form, Eligible Shareholders will be deemed to have instructed the Tender Manager to issue a contract note to the Receiving Agent on behalf of such Eligible Shareholder and to remit the cash consideration to the Receiving Agent with instructions that such consideration be remitted in accordance with the instructions set out in the Tender Form.
If the Shares which you wish to tender are held in uncertificated form, you should take (or procure to be taken) the action set out below to transfer (by means of a TTE Instruction) the number of Shares which you wish to tender under the Tender Offer to an escrow balance, specifying Computershare Investor Services (in its capacity as a CREST receiving agent under its Participant ID and Member Account ID referred to below) as the escrow agent, as soon as possible and, in any event, so that the transfer to the relevant escrow account settles by no later than 1.00 p.m. on 21 February 2025. The Tender Manager shall be entitled (in its sole discretion) to accept late transfers to escrow.
If you are a CREST sponsored member, you should refer to your CREST sponsor before taking any action. Your CREST sponsor will be able to confirm details of your Participant ID and the Member Account ID under which your Shares are held. In addition, only your CREST sponsor will be able to send a TTE Instruction to Euroclear in relation to the Shares which you wish to tender. You should send (or, if you are a CREST sponsored member, procure that your CREST sponsor sends) a TTE Instruction to Euroclear, which must be properly authenticated in accordance with Euroclear's specification and which must contain, in addition to other information that is required for the TTE Instruction to settle in CREST, the following details:
After settlement of the TTE Instruction, you will not be able to access the Shares concerned in CREST for any transaction or for charging purposes, notwithstanding that they will be held by the Receiving Agent as your agent until completion, termination or lapsing of the Tender Offer. If the Tender Offer becomes unconditional, the Receiving Agent will transfer the Shares which are accepted for purchase to the Tender Manager.
You are recommended to refer to the CREST Manual published by Euroclear for further information on the CREST procedures outlined above.
You should note that Euroclear does not make available special procedures, in CREST, for any particular corporate action. Normal system timings and limitations will therefore apply in connection with a TTE Instruction and its settlement. You should therefore ensure that all necessary action is taken by you (or by your CREST sponsor) to enable a TTE Instruction relating to your Shares to settle prior to 1.00 p.m. on 21 February 2025. In this regard, you are referred in particular to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. The Tender Manager shall be entitled (in its sole discretion) to accept late TTE Instructions to settle.
An appropriate announcement will be made if any of the details contained in this paragraph 3.2 are altered.
Notwithstanding the powers in paragraph 11 below, the Tender Manager reserves the right to treat as valid only: (i) (in the case of Shares held in certificated form) Tender Forms which are accompanied by the relevant Share certificate(s) and/or other document(s) of title or a satisfactory indemnity in lieu thereof; or (ii) (in the case of Shares held in uncertificated form) settled TTE Instructions, in each case to be received entirely in order by no later than 1:00 p.m. on 21 February 2025 in respect of the entire number of Shares tendered. The record date for the Tender Offer is close of business on 21 February 2025.
Notwithstanding the completion of a valid Tender Form or TTE Instruction, the Tender Offer may be suspended, terminated or lapse in accordance with the terms and conditions set out in this Part IV.
The Tender Manager shall be entitled to accept Tender Forms or TTE Instructions which are received after 1:00 p.m. on 21 February 2025 in its sole discretion. The decision of the Tender Manager as to which Shares have been validly tendered shall be conclusive and binding on all Eligible Shareholders.
Normal CREST procedures (including timings) apply in relation to any Shares that are, or are to be, converted from uncertificated to certificated form, or from certificated to uncertificated form, during the course of the Tender Offer (whether such conversion arises as a result of a transfer of Shares or otherwise). Shareholders who are proposing to convert any such Shares are recommended to ensure that the conversion procedures are implemented in sufficient time to enable the person holding or acquiring Shares as a result of the conversion to take all necessary steps in connection with such person's participation in the Tender Offer (in particular, as regards delivery of Share certificate(s) and/or other document(s) of title or transfers to an escrow balance as described above) prior to 1:00 p.m. on 21 February 2025.
If you are in any doubt as to how to complete the Tender Form or as to the procedure for tendering Shares, please contact Computershare Investor Services on 0370 703 6156 or, from overseas, +44 (0) 370 703 6156. Calls outside the United Kingdom will be charged at the applicable international rate. Computershare Investor Services are open between 08.30 a.m. – 17.30 p.m., Monday to Friday (excluding public bank holidays in England and Wales) or via email at [email protected]. Please note, Computershare Investor Services can only provide information regarding the completion of forms and cannot provide you with advice on the merits of the Tender Offer or as to whether Shareholders should take up the Tender Offer or provide any personal, legal, financial or tax advice. You are reminded that, if you are a CREST sponsored member, you should contact your CREST sponsor before taking any action.
Eligible Shareholders should note that, once tendered, Shares may not be sold, transferred, charged or otherwise disposed of.
Settlement of the consideration to which any Eligible Shareholder is entitled pursuant to valid tenders accepted by the Tender Manager is expected to be made by 4 March 2025 as follows:
4.1 Shares held in certificated form (that is, not in CREST):
Where an accepted tender relates to Shares held in certificated form, settlement of the consideration due to Eligible Shareholders is expected to be made by 4 March 2025. Cheques for the consideration due will be dispatched by the Receiving Agent by first class post to the person or agent whose name and address is set out in Box 1 (or Box 5) of the Tender Form or, if none is set out, to the registered address of the Eligible Shareholder or, in the case of joint holders, the address of the first named.
4.2 Shares held in uncertificated form (that is, in CREST):
Where an accepted tender relates to Shares held in uncertificated form, the consideration due will be paid by means of CREST by 4 March 2025 by the Tender Manager procuring the creation of an assured payment obligation in favour of the Eligible Shareholder's payment bank in accordance with the CREST assured payment arrangements.
8.1 If the Company (acting through the Directors) shall at any time prior to the Tender Manager effecting the purchase as principal of the tendered Shares pursuant to the Tender Offer notify the Tender Manager in writing that in its reasonable opinion either: (i) it has become impractical or inappropriate for the Company to fund the repurchase of Shares pursuant to the Repurchase Agreement without materially harming the interests of Shareholders as a whole; or (ii) the completion of the purchase of Shares under the Tender Offer would have unexpected adverse fiscal or other consequences (whether by reason of a change in legislation or practice or otherwise) for the Company or its Shareholders if the Tender Offer were to proceed, the Company shall be entitled at its complete discretion to terminate the Tender Offer by a public announcement and a subsequent written notice to Shareholders, in which event the Tender Offer shall terminate immediately or as otherwise specified in such announcement.
The tendering of Shares by Shareholders in the Tender Offer may involve the provision to the Company as data controller of personal data in respect of the relevant Shareholder, which may include information in respect of the Company's anti-money laundering and "know your customer" obligations. Provision and processing of this data is necessary for a Shareholder to enter into the contract to tender Shares under the Tender Offer. The Company will share any such personal data with the Company's Registrar and the Tender Manager and the Company's other professional advisers for the purposes of completing the Tender Offer. Any such personal data shall not be shared with any other person or used for any other purpose. The personal data may be transferred to, and stored at, a country outside the country of residence of a Shareholder, including countries outside of the UK and the EEA. Where personal data is transferred to third parties outside the UK and the EEA, the Company will ensure that those transfers take place in accordance with applicable data protection laws, including by entering into data transfer agreements with recipients. The Company will retain any such personal data for so long as is required by applicable law and regulation. Individuals whose personal data is held by the Company may be entitled to access their personal information, or to request that it is erased, that its processing is restricted, or that any inaccurate personal information is rectified. Such individuals may also have the right to object to the processing of their personal information, or in some circumstances to obtain a copy of the personal information in machine readable format. Any such request should be submitted in writing to the Company at its registered office address. Individuals also have the right to complain about the use of their personal information to any applicable supervisory authority, which in the UK is the Information Commissioner's Office (www.ico.org.uk).
The Tender Offer (which will not proceed if the Liquidation is approved by Shareholders at the General Meeting) relates to securities in a non-US company which is registered in England and Wales and is subject to the disclosure requirements, rules and practices applicable to companies listed in the United Kingdom, which differ from those of the United States in certain material respects. This document has been prepared in accordance with UK style and practice for the purpose of complying with the laws of England and Wales and the rules of the FCA, and US Shareholders should read this entire document. The Tender Offer is not subject to the disclosure and other procedural requirements of Regulation 14D and/or Regulation 14E under the Exchange Act. US Shareholders should note that the Company is not listed on a US securities exchange, is not subject to the periodic reporting requirements of the Exchange Act and is not required to, and does not, file any reports with the SEC thereunder.
It may be difficult for US Shareholders to enforce certain rights and claims arising in connection with the Tender Offer under US federal securities laws since the Company is located outside the United States and its officers and directors reside outside the United States. It may not be possible to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. It also may not be possible to compel a non-US company or its affiliates to subject themselves to a US court's judgment.
Any US Shareholder that intends to participate in the Tender Offer should file a completed Form W-9 with the Company's Registrar, Computershare Investor Services, before the closing of the Tender Offer at 1.00 p.m. (London time) on 21 February 2025.
US Shareholders should send completed Forms W-9 to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6AH, United Kingdom. Scanned W-9 forms will be accepted by email at t[email protected]. In all cases, the relevant US Shareholder's name and address must be supplied to Computershare on a covering note so Computershare can identify the relevant account on the Register of Members against the relevant Tender Offer acceptance.
Failure by any such US Shareholder to file a completed Form W-9 on a timely basis with such US Shareholder's correct taxpayer identification number ("TIN") and certifying under penalties of perjury that such TIN is correct and that such US Shareholder is not subject to backup withholding may result in any consideration payable to that Shareholder pursuant to the Tender Offer being subject to US backup withholding. Certain US Shareholders are exempt from backup withholding, including corporations and certain tax-exempt organisations. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a US Shareholder's US federal income tax liability, provided the required information is timely furnished to the Internal Revenue Service.
US Shareholders with any queries regarding the submission of a Form W-9 should contact Computershare Investor Services on +44 (0) 370 703 6156. Calls outside the United Kingdom will be charged at the applicable international rate. Computershare Investor Services are open between 08.30 a.m. – 5.30 p.m., Monday to Friday (excluding public bank holidays in England and Wales) or via email at [email protected]. Please note, Computershare Investor Services can only provide information regarding the submission of forms and cannot provide you with advice on the merits of the Tender Offer or as to whether Shareholders should take up the Tender Offer or provide any personal, legal, financial or tax advice.
Neither the SEC nor any US state securities commission has approved or disapproved of this transaction or passed upon the merits of fairness of such transaction or passed upon the adequacy of the information contained in this document. Any representation to the contrary is a criminal offence.
The following discussion does not constitute tax advice. It is intended as a general guide to certain United Kingdom tax considerations and does not purport to be a complete analysis of all potential United Kingdom consequences of selling Shares pursuant to the Tender Offer. It is based on current United Kingdom legislation and tax authority published practice, which are subject to change at any time (possibly with retroactive effect). It is of a general nature and (unless otherwise stated) only applies to certain Eligible Shareholders who are resident for tax purposes in (and only in) the United Kingdom who hold their Shares as an investment and who are the absolute beneficial owners of the Shares. It does not address the position of certain categories of Eligible Shareholders who are subject to special rules, such as dealers in securities, employees holding employment related securities, insurance companies and collective investment schemes.
Eligible Shareholders who are in any doubt as to the potential tax consequences of selling their Shares pursuant to the Tender Offer or who may be subject to tax in a jurisdiction other than the United Kingdom are strongly recommended to consult their own independent tax advisers before making any such sales.
The sale of Shares by an Eligible Shareholder to the Tender Manager (acting as principal) pursuant to the Tender Offer should be treated as a disposal of those Shares for United Kingdom tax purposes. This may, subject to the Eligible Shareholder's individual circumstances and any available exemption or relief, give rise to a chargeable gain (or allowable loss) for the purposes of United Kingdom taxation of chargeable gains ("CGT") or corporation tax on chargeable gains.
For an Eligible Shareholder who is an individual, the amount of CGT payable, if any, as a consequence of the sale of Shares will depend on the Shareholder's own personal tax position and circumstances. Broadly, an Eligible Shareholder whose total taxable gains and income, including any gains made on the sale of Shares, in the tax year in which the sale of Shares takes place ("Total Taxable Gains and Income"), are less than or equal to the upper limit of the income tax basic rate band applicable in respect of that tax year (the "Band Limit" (£37,700 for 2024/2025 and 2025/2026)) will normally be subject to CGT at the basic rate in respect of any chargeable gain arising on the sale of their Shares. An Eligible Shareholder whose Total Taxable Gains and Income are more than the Band Limit will normally be subject to CGT at the basic rate in respect of any chargeable gain arising on the sale of their Shares (to the extent that, when added to the Eligible Shareholder's other taxable gains and income, the chargeable gain is less than or equal to the Band Limit) and at the higher rate in respect of the remainder of the chargeable gain arising on the sale of their Shares.
Currently and for 2025/2026, the basic rate of CGT is 18 per cent. and the higher rate of CGT is 24 per cent.
However, no tax will be payable on any chargeable gain arising on the sale of Shares if the amount of the chargeable gain realised by an individual Eligible Shareholder in respect of the sale, when aggregated with other chargeable gains realised by that Eligible Shareholder in the tax year (and after taking into account aggregate losses), does not exceed the annual exemption (£3,000 for 2024/2025 and 2025/2026).
A corporate Shareholder is normally taxable, for corporation tax purposes, on all of its chargeable gains, less any allowable losses, and subject to any applicable reliefs and exemptions. Corporate Shareholders who held Shares prior to December 2017 should be entitled to indexation allowance up to December 2017.
Under the provisions of Part 15 of the Corporation Tax Act 2010 (for companies subject to corporation tax) and Chapter 1 of Part 13 of the Income Tax Act 2007 (for individuals and others subject to income tax), HMRC can in certain circumstances counteract tax advantages arising in relation to a transaction or transactions in securities. If HMRC were to determine that these provisions apply to the Tender Offer, Eligible Shareholders might be liable to corporation tax or income tax (as applicable) as if they had received an income amount rather than a capital amount.
In summary, these provisions do not apply where it can be shown (a) in the case of any corporation tax advantage, that the transaction or transactions in question were entered into for genuine commercial reasons or in the ordinary course of managing investments, and none of the transactions involved as one of their main objects the obtaining of any corporation tax advantage and, (b) in the case of any income tax advantage, that none of the transactions had as one of their main purposes the obtaining an income tax advantage, or that none of the transactions concerns, or has a connection to, a close company (broadly, a company controlled by five or fewer participators, or by participators who are directors).
No application has been made to HMRC for clearance in respect of the application of Part 15 of the Corporation Tax Act 2010 or Chapter 1 of Part 13 of the Income Tax 2007 to the Tender Offer.
Whether or not these provisions would apply to any Eligible Shareholder will depend on that Eligible Shareholder's own circumstances, but the Company would not expect these provisions to apply to any Eligible Shareholder in respect of the Tender Offer.
The sale of the Shares pursuant to the Tender Offer will not give rise to any liability to stamp duty or SDRT for the selling Eligible Shareholder.
Stamp duty at a rate of 0.5 per cent. of the price for the Shares repurchased, rounded up to the nearest £5.00 if necessary, will be payable by the Company on its purchase of Shares from the Tender Manager.
Eligible Shareholders who are not resident in the United Kingdom for tax purposes will not generally be subject to United Kingdom taxation on chargeable gains in respect of any disposal of their Shares unless they hold their Shares for the purposes of a trade, profession or vocation carried on by them through a branch, agency or permanent establishment in the United Kingdom or for the purposes of such a branch, agency or permanent establishment. Non-UK tax resident Shareholders should obtain their own advice about their tax position.
As at the Latest Practicable Date, the interests of each Director in the voting rights of the Company were as follows:
| Director | Number of Shares |
Percentage of issued Share capital |
|---|---|---|
| Rosemary Boot | 40,000 | 0.04 |
| Sonia McCorquodale | 10,000 | 0.01 |
| Dr Anthony White MBE | 40,000 | 0.04 |
As at the Latest Practicable Date, the Company has been formally notified of the following notifiable interests in the issued share capital of the Company:
| Shareholder | Number of Shares as at the Latest Practicable Date |
Percentage of voting rights attached to the Shares as at the Latest Practicable Date(1) |
|---|---|---|
| East Riding of Yorkshire Council | 15,000,000 | 15.000 |
| Milkwood Capital Ltd | 14,900,000 | 14.900 |
| Raymond James Investment Services | 7,856,340 | 7.86 |
| Almitas Capital LLC | 5,368,234 | 5.360 |
| EFG Harris Allday | 5,200,256 | 5.200 |
| JM Finn & Co | 4,537,745 | 4.540 |
| Stichting Juridisch Eigendom Privium Sustainable Impact Fund |
4,346,017 | 4.350 |
| HSBC James Capel | 3,193,500 | 3.190 |
| Gravis Capital Management | 3,150,000 | 3.150 |
Notes:
(1) Calculated by reference to the issued share capital of the Company as at the Latest Practicable Date.
As at the Latest Practicable Date, there were no outstanding options or warrants to subscribe for Shares.
Save for the completion of the Disposals as detailed in paragraph 1 of Part I of this Circular and the payment of the Special Dividend, there has been no significant change in the financial position or the financial performance of the Company since 31 March 2024, being the date to which the last audited published financial information for the Company was published.
Akur and J.P. Morgan Cazenove have each given and have not withdrawn their written consent to the inclusion in this Circular of references to their names in the form and context in which they appear.
Due to the size of the proposed Tender Offer the Company believes that, to the extent certain Shareholders do not participate in the Tender Offer, such Shareholders may hold Shares carrying 30 per cent. or more of the voting rights of the Company following completion of the Tender Offer and would therefore need to consider any applicable obligations under the Code.
Having consulted with the Panel, the Board is of the view that if a Shareholder (excluding those persons identified under Note 1 to Rule 37.1) becomes interested in Shares carrying 30 per cent. or more of the voting rights of the Company as a result of the Tender Offer, then such Shareholder will not be under any obligation under Rule 9 of the Code to make a mandatory offer to acquire all of the Shares, provided such Shareholder (or any relevant member of the group of persons acting in concert with it) has not acquired and does not acquire any Shares at a time when it had reason to believe that the Tender Offer would take place.
Under Rule 9 of the Code, when:
such a person is normally required to make a general offer to the holders of any class of equity share capital whether voting or non-voting and also to the holders of any other class of transferable securities carrying voting rights.
Under Rule 37.1 of the Code when a company redeems or purchases its own voting shares, a resulting increase in the percentage of shares carrying voting rights in which a person or group of persons acting in concert is interested will be treated as an acquisition for the purposes of Rule 9 of the Code.
Under Note 1 to Rule 37.1 of the Code, a person who comes to exceed the limits in Rule 9.1 of the Code in consequence of a company's redemption or purchase of its own shares will not normally incur an obligation to make a mandatory offer under Rule 9 of the Code unless that person is a director, or the relationship of the person with any one or more of the directors is such that the person is, or is presumed to be, acting in concert with any of the directors. For the avoidance of doubt, the Investment Manager, as the manager of the Company, is considered to be a director for the purposes of the Code.
However, under Note 2 to Rule 37.1 of the Code, the exception in Note 1 will not apply if a person (or any relevant member of a group of persons acting in concert) has acquired an interest in shares at a time when he had reason to believe that such a redemption or purchase of its own shares by the company would take place. In that situation, an obligation to make a mandatory offer under Rule 9 of the Code may be imposed. The Panel must be consulted in advance in any case where Rule 9 might be relevant.
Undertaking the Tender Offer could have implications under Rule 9 of the Code for a Shareholder, or Shareholders acting in concert, with significant shareholdings. For example:
Shareholders that do not participate in the Tender Offer and therefore retain their Shares should note that any Shareholder that controls 30 per cent. or more or 50 per cent. or more of the voting rights of the Company following completion of the Tender Offer will have control of the Company for the purposes of the Code, but would not be required to make a mandatory offer to other Shareholders, as noted above. Additionally, any Shareholder (or any relevant member of the group of persons acting in concert with it) that holds 50 per cent. of the voting rights of the Company and (for so long as they continue to be acting in concert) may increase their aggregate interests in Shares without incurring any obligation to make an offer under Rule 9, although individual members of the concert party will not be able to increase their percentage interests in Shares through or between a Rule 9 threshold without Panel consent.
The following definitions apply throughout this document unless the context otherwise requires:
| "Akur" | Akur Limited (trading as Akur Capital); |
|---|---|
| "Articles" | the articles of association of the Company in force at the date of this document; |
| "Attorney" | has the meaning given to such term in Part IV of this Circular; |
| "Available Shares" | has the meaning given to such term in paragraph 3 of Part I of this Circular; |
| "Band Limit" | has the meaning given to such term in Part V of this Circular; |
| "Basic Entitlement" | has the meaning given to such term in Part I of this Circular; |
| "Board" or "Directors" | the board of directors of the Company; |
| "Boxed" | Boxed Light Services Limited; |
| "Business Day" | any day other than a Saturday, Sunday or public holiday in England and Wales; |
| "CGT" | has the meaning given to such term in Part V of this Circular; |
| "CHP Deferred Payments" | has the meaning given to such term in Part I of this Circular; |
| "CHP Portfolio" | the Group's three combined heat and power loan assets; |
| "Circular" | this document; |
| "Closing Date" | 21 February 2025; |
| "Code" | the City Code on Takeovers and Mergers; |
| "Company" | Triple Point Energy Transition plc; |
| "Company's Registrar" | Computershare Investor Services plc; |
| "Conditions" | has the meaning given to such term in paragraph 2 of Part IV of this Circular; |
| "Court" | The High Court of Justice in England and Wales; |
| "CREST" | the relevant system as defined in the CREST Regulations in respect of which Euroclear is the operator (as defined in the CREST Regulations) in accordance with which securities may be held in uncertificated form; |
| "CREST Applications Host" | the system operated to receive, manage and control the processing of messages by CREST; |
| "CREST Manual" | the CREST Reference Manual produced by Euroclear, dated December 2020; |
| "CREST Proxy Instruction" | |
| as defined in note 12 to the Notice of General Meeting; |
| "CREST sponsor" | a CREST participant admitted to CREST as a CREST sponsor being a sponsoring system participant (as defined in the Regulations); |
|---|---|
| "CREST sponsored member" | a CREST member admitted to CREST as a sponsored member; |
| "CTA 2010" | Corporation Tax Act 2010 and any statutory modification or reenactment thereof for the time being in force; |
| "De-Listing" | has the meaning given to it in paragraph 1 of Part I of this document; |
| "Disposals" | has the meaning given to it in paragraph 1 of Part I of this document; |
| "DTR" | the Disclosure Guidance and Transparency Rules Sourcebook published by the FCA; |
| "EEA" | the European Economic Area; |
| "Eligible Shareholder" | a Shareholder who is eligible to participate in the Tender Offer (which excludes certain Overseas Shareholders as detailed in Part IV of this Circular); |
| "Euroclear" | Euroclear UK & International Limited, being the operator of CREST; |
| "Excess Application" | has the meaning given to such term in Part I of this Circular; |
| "Exchange Act" | The US Securities Exchange Act of 1934, as amended; |
| "FCA" or "Financial Conduct Authority" | the UK Financial Conduct Authority; |
| "Field Debt Facility" | the facility agreement entered into by TENT Holdings (which was amended and restated on each of 1 December 2022, 17 May 2023, 26 September 2023 and 23 January 2024) pursuant to which TENT Holdings agreed to provide a debt facility to a subsidiary of Virmati Energy Ltd; |
| "Field Sale" | the disposal by TENT Holdings of the Field Debt Facility to TPLL, by way of a novation and assignment to TPLL of all of TENT Holdings' rights, interests, obligations and benefits under the Field Debt Facility; |
| "Form of Proxy" | the personalised form of proxy provided with this document for use by Shareholders in connection with the General Meeting; |
| "FSMA" | the Financial Services and Markets Act 2000, as amended; |
| "General Meeting" | the general meeting of the Company to be held at the offices of the Company's solicitors, Taylor Wessing LLP, at Hill House, 1 Little New Street, London, London EC4A 3TR at 9.00 a.m. on 24 February 2025 (or any adjournment thereof), notice of which is set out at the end of this document; |
| "Group" | the Company, and any other companies in the Company's group for the purposes of Section 606 of CTA 2010 from time to time; |
| "HMRC" | HM Revenue & Customs, the UK's tax, payments and customs authority; |
| "HoldCo Deferred Consideration" | has the meaning given to such term in Part I of this Circular; |
|---|---|
| "HoldCo Sale" | has the meaning given to it paragraph 1 of Part I of this document; |
| "Hydro Portfolio" | means each of Elementary Energy Limited, Green Highland Allt Ladaidh (1148) Limited, Green Highland Allt Choire A Bhalachain (255) Limited, Green Highland Allt Phocachain (1015) Limited, Green Highland Allt Luaidhe (228) Limited and Achnacarry Hydro Limited; |
| "Initial Distribution" | has the meaning given to it in paragraph 1 of Part I of this document; |
| "Innova Debt Facility" | the £5 million development debt facility between the Company and Innova Renewables Limited; |
| "ISIN" | International Securities Identification Number; |
| "Investment Manager" | Triple Point Investment Management LLP; |
| "Investment Policy" | the Company's published investment policy as at the date of this document; |
| "J.P. Morgan Cazenove" | J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove; |
| "Latest Practicable Date" | 22 January 2025 (being the latest practicable date prior to the publication of this document); |
| "LED Facility" | a contract with Boxed pursuant to which the Group committed to provide approximately £2.2 million receivables financing facility to Boxed; |
| "LED Facility Sale" | the disposal by the Company of the LED Facility to Boxed for onward assignment by Boxed to TPLL; |
| "Liquidation" | has the meaning given to it in paragraph 1 of Part I of this document; |
| "Liquidation Resolutions" | Resolutions 1 and 2; |
| "Liquidators" | has the meaning given to it in paragraph 2 of Part I of this document; |
| "London Stock Exchange" | London Stock Exchange plc; |
| "Main Market" | the London Stock Exchange's main market for listed securities; |
| "Managed Wind-Down" | has the meaning given to it in paragraph 1 of Part I of this document; |
| "Member Account ID" | the identification code or number attached to any member account in CREST; |
| "NAV" or "Net Asset Value" | the value, as at any date, of the assets of the Company after deduction of all liabilities determined in accordance with the accounting policies adopted by the Company from time-to-time; |
| "Official List" | the official list maintained by the FCA pursuant to Part VI of FSMA; |
| "Overseas Shareholder" | a Shareholder who is a citizen or national of, or resident in, a jurisdiction outside the United Kingdom or the United States or a custodian, nominee or trustee for a citizen, national or resident of a jurisdiction outside the United Kingdom or the United States; |
|---|---|
| "Panel" | the UK Panel on Takeovers and Mergers; |
| "Participant ID" | the identification code or membership number used in CREST to identify a particular CREST member or other CREST participant; |
| "Proposals" | together, the Liquidation and the Tender Offer, as described in Part I of this document; |
| "Receiving Agent" | Computershare Investor Services PLC; |
| "Record Date" or "Record Date for the Tender Offer" |
6.00 p.m. on 21 February 2025; |
| "Register of Members" | the register of members of the Company; |
| "Regulatory Information Service" | a service authorised by the Financial Conduct Authority to release regulatory announcements to the London Stock Exchange; |
| "Relevant Shares" | has the meaning given to such term in Part III of this Circular; |
| "Repurchase Agreement" | the agreement dated 23 January 2025 between the Company and the Tender Manager for the repurchase by the Company on the London Stock Exchange of all the Shares purchased by the Tender Manager pursuant to the Tender Offer; |
| "Resolutions" | the resolutions to be proposed at the General Meeting as set out in the Notice of Meeting; |
| "Revolving Credit Facility" or "RCF" | the Company's £40 million revolving credit facility entered into between the Company and TPLL on 30 March 2022, as modified and extended on 14 March 2023; |
| "SDRT" | has the meaning given to such term in Part V of this Circular; |
| "SEC" | The United States Securities and Exchange Commission; |
| "Shareholders" | holders of Shares from time to time; |
| "Shares" | ordinary shares of 1p each in the capital of the Company; |
| "Special Dividend" | the special dividend declared by the Board on 6 September 2024 of c.£25m, equivalent to c.29% of the Company's NAV as at 31 March 2024; |
| "Sterling" | Great British Pounds; |
| "Subsequent Distribution" | has the meaning given to it in paragraph 1 of Part I; |
| "Tender Form" | the tender form accompanying this Circular for use by Shareholders holding their Shares in certificated form in connection with the Tender Offer; |
| "Tender Manager" | J.P. Morgan Cazenove; |
| "Tender Offer" | the invitation by the Tender Manager to Eligible Shareholders (other than certain Overseas Shareholders) to tender Shares on the terms and subject to the conditions set out in this Circular and, in the case of Shares held in certificated form, the Tender Form; |
|---|---|
| "Tender Offer Resolution" | Resolution 3; |
| "Tender Price" | 48.07 pence per Share; |
| "TENT Holdings" | TENT Holdings Ltd (formerly TEEC Holdings Ltd), a wholly-owned subsidiary of the Company; |
| "TFE Instruction" | a transfer from escrow instruction (as defined by the CREST Manual issued by Euroclear); |
| "TIN" | in respect of a US Shareholder, their taxpayer identification number; |
| "Total Taxable Gains and Income" | has the meaning given to that term in Part V of this Circular; |
| "TPLL" | TP Leasing Limited, being a member of the Triple Point Group; |
| "Triple Point Group" | the Investment Manager and any the other entities in its group for the purposes of Section 606 of CTA 2010; |
| "TTE Instruction" | a transfer to escrow instruction (as defined by the CREST Manual issued by Euroclear); |
| "UK Listing Rules" | the UK Listing Rules contained in the UK Listing Rules Sourcebook published by the FCA as part of the FCA Handbook; |
| "uncertificated" or "in uncertificated form" | recorded on the Register of Members as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST; |
| "US" or "United States" | the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia; and |
| "US Shareholder" | a Shareholder who is a US citizen or resident or otherwise is a United States person for United States federal income tax purposes. |
NOTICE IS HEREBY GIVEN that a GENERAL MEETING of Triple Point Energy Transition plc (the "Company") will be held at the offices of the Company's solicitors, Taylor Wessing LLP, at Hill House, 1 Little New Street, London, London EC4A 3TR, at 9.00 a.m. on 24 February 2025 to consider and, if thought fit, pass the following resolutions. Words and expressions defined in the circular of the Company dated 23 January 2025 of which this notice forms part (the "Circular") shall, unless the context otherwise requires, have the same meaning in this Notice of General Meeting.
Resolution 1 is intended to be proposed as a special resolution. Resolutions 2 and 3 are intended to be proposed as ordinary resolutions.
Date: 23 January 2025
By Order of the Board Hanway Advisory Limited Company Secretary
Registered Office The Scalpel 18th Floor 52 Lime Street London United Kingdom EC3M 7AF
These notes should be read in conjunction with the notes on the Form of Proxy.
In order for a proxy appointment or instruction 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 & Ireland Limited's 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 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: 3RA50) by the latest time(s) for receipt of proxy appointments specified in the Notice of General Meeting. 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 Company'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 a proxy's appointee 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 UK & Ireland Limited does not make available special procedures in CREST for any particular messages. 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.
All messages relating to the appointment of a proxy or an instruction to a previously appointed proxy, which are to be transmitted through CREST, must be lodged by 9.00 a.m. on 20 February 2025 in respect of the General Meeting. Any such messages received before such time will be deemed to have been received at such time. In the case of an adjournment, all messages must be lodged with the Company's Registrar no later than 48 hours before the rescheduled meeting.
As explained in the Notice of General Meeting, Shareholders are strongly advised to submit their votes by proxy and appoint the Chair of the General Meeting as their proxy. Should a Shareholder have a question that they would like to raise at the General Meeting, either of the Board or the Investment Manager, the Board would ask that they ask the question in advance of the General Meeting by sending it by email to [email protected]. Answers to all questions will be published on the Company's website after the General Meeting. Please note all questions should be submitted by close of business on 21 February 2025.
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