title: Winding up resolution
author: Nova
date: 2025-01-23 17:21:00+00:00
TRIPLE POINT ENERGY TRANSITION PLC (“the company”)
COMPANY REGISTRATION NUMBER: 12693305
THE COMPANIES ACT 2006 & THE INSOLVENCY ACT 1986
THAT, subject to the passing of resolution 2, the Company be wound up voluntarily.
THAT, subject to the passing of resolution 1:
Henry Anthony Shinners and Adam Henry Stephens of Evelyn Partners LLP, c/o RRS Department, 45 Gresham Street, London EC2V 7BG, be hereby appointed joint liquidators of the Company for the purposes of the winding-up;
any act required or authorised under any enactment to be done by a joint liquidator may be done by all or any of the persons for the time being holding such office;
the joint liquidators’ remuneration be fixed by reference to the time spent by them and their staff in attending to matters arising in the Liquidation. These fees are to be paid as and when funds permit. Such fees are estimated to total approximately £0.2 million;
Evelyn Partners LLP’s pre-appointment fee of approximately £0.2 million and expenses as agreed with the directors, be paid as an expense of the Liquidation by the joint liquidators if not discharged prior to their appointment and that the joint liquidators be authorised to pay these costs from the estate as and when funds permit;
the joint liquidators’ category 2 expenses shall be payable on the basis of Evelyn Partners LLP’s published tariff, disclosed to members prior to the general meeting; and
the Company’s books and records be held by the directors/member(s) to the order of the joint liquidators and may not be destroyed without the express permission of the joint liquidators, which will not be granted until 12 months after the dissolution of the Company.
THAT, subject to resolution 1 and/or resolution 2 above not being passed, without prejudice to any subsisting or other authority conferred on the Company, the Company be and is hereby generally and unconditionally authorised for the purposes of section 701 of the Companies Act 2006 (the “Act”) to make market purchases (within the meaning of section 693(4) of the Act) of ordinary shares with a nominal value of £0.01 each in the capital of the Company (the “Shares”) pursuant to the tender offer to be made on the terms and subject to the conditions set out in the Circular, PROVIDED THAT:
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At a General Meeting of the Company convened and held at Taylor Wessing LLP, Hill House, 1 Little New Street, London EC4A 3TR on 24 February 2025 at 9:00am, Resolution 1 (being a special resolution) was passed, Resolution 2 (being an ordinary resolution) was passed. As Resolution 3 was conditional on Resolution 1 and Resolution 2 not being passed, the passing of Resolution 3 will have no effect.
SPECIAL RESOLUTION
ORDINARY RESOLUTIONS
the maximum number of Shares authorised to be purchased shall be 87,372,581 Shares;
the price which may be paid for a Share shall be 48.07 pence per Share; and
the authority hereby conferred shall expire on 31 December 2025 (unless such authority is renewed prior to such date), save that the Company may, prior to such expiry, enter into a contract to purchase Shares which will or may be completed or executed wholly or partly after such expiry and make a purchase of such Shares pursuant to any such contract.
Rosemary Jane Cecilia Boot
Chair
Date: 24 February 2025