ThomasLloyd Energy Impact Trust plc

LEI: 254900V23329JCBR9G82

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, SINGAPORE, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY MEMBER STATE OF THE EEA (OTHER THAN ANY MEMBER STATE OF THE EEA WHERE THE COMPANY'S SECURITIES MAY BE LEGALLY MARKETED), OR ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION IS UNLAWFUL, OR TO ANY NATIONAL, RESIDENT OR CITIZEN OF THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, SINGAPORE, JAPAN OR ANY MEMBER STATE OF THE EEA (OTHER THAN ANY MEMBER STATE OF THE EEA WHERE THE COMPANY'S SECURITIES MAY BE LEGALLY MARKETED).

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE UK'S MARKET ABUSE REGULATION. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A PROSPECTUS. INVESTORS MUST SUBSCRIBE FOR OR PURCHASE ANY SHARES REFERRED TO IN THIS ANNOUNCEMENT ONLY ON THE BASIS OF INFORMATION CONTAINED IN THE PROSPECTUS PUBLISHED BY THE COMPANY ON 19 NOVEMBER 2021 (THE "PROSPECTUS") AND NOT IN RELIANCE ON THIS ANNOUNCEMENT. COPIES OF THE PROSPECTUS ARE AVAILABLE FOR INSPECTION, SUBJECT TO ANY APPLICABLE RESTRICTIONS, FROM THE COMPANY'S REGISTERED OFFICE AND ON ITS WEBSITE (WWW.TLENERGYIMPACT.COM).

UNLESS THE CONTEXT REQUIRES OTHERWISE, WORDS AND EXPRESSIONS DEFINED IN THE PROSPECTUS HAVE THE SAME MEANINGS WHEN USED IN THIS ANNOUNCEMENT.

8 November 2022

ThomasLloyd Energy Impact Trust plc

Proposed Subsequent Placing and Pipeline Update

ThomasLloyd Energy Impact Trust plc ("TLEI" or the "Company"), the renewable energy investment trust providing direct access to sustainable energy infrastructure in fast growing and emerging economies in Asia, is pleased to announce that it proposes to raise new equity capital by issuing  new ordinary shares of US$0.01 each in the Company ("New Ordinary Shares") by way of a subsequent placing (the "Subsequent Placing"), in order to progress its robust pipeline of opportunities via its platforms in India, the Philippines and Vietnam. The diversified pipeline allows for a staggered roll-out starting from US$25 million with up to US$380 million in readily available assets ranging from 20 MW to 450 MW. The placing price will be US$1.030 per New Ordinary Share (the "Placing Price").

Recent positive developments - catalysts for further issuance

Establishment of Vietnamese platform

-     On 2 November 2022, the Company announced its entry into Vietnam via a new local partnership creating an operational platform and hub, supplementing the existing local partnerships of its investment manager in TLEI's other core target markets of India and the Philippines.

-         TLEI has entered into an investment agreement for initial funding of up to US$30 million to purchase renewable energy assets already owned, controlled or identified by Solar Electric Vietnam ("SEV"), a well-established engineering, procurement and construction provider and renewable energy developer, or originated by the investment manager. TLEI has a right of first refusal on new construction-ready or operational projects developed or originated by SEV and meeting TLEI's investment criteria. 

-          US$4.6 million of the funding facility has already been deployed in two rooftop solar assets and an additional portfolio of a 19 MWp of rooftop solar assets are currently under exclusivity to the Company. 

-       SEV has identified additional off-market solar assets with a total capacity of 137 MWp, which includes 11 MWp of assets under negotiation for exclusivity to the Company where due diligence is well advanced.

-       The partnership with SEV enables efficient scalability. Once the initial US$30 million facility has been fully utilised, more than 86% of net IPO proceeds will have been deployed. 

-         One of the key benefits that the Vietnamese renewable energy market offers is long-term US Dollar-indexed fixed-price government power purchase agreements ("PPAs"), which mitigates the Company's currency risk.

-          The Vietnamese platform enhances the geographic and currency diversification of the Company.

Restrictions on foreign ownership of Philippines renewable energy assets removed

-           On 20 October 2022, the Department of Justice in the Philippines opined that legislation restricting foreign ownership in the Philippine does not apply to renewable energy assets, including solar, wind and hydro assets.  When the legislation is changed it will open up the local renewable energy sector to a far wider pool of capital, which will greatly assist the Philippines's net zero ambitions.

-           This legislative change supports TLEI's objective in pursuing further renewable energy investment in the country.

Positive performance since IPO - Q3 results to 30 September 2022

-          On 3 November 2022, the Company announced its Q3 NAV of 100.8 US cents per Ordinary Share, representing growth of 2.9% since the IPO, along with its third quarterly interim dividend of 0.44 US cents per Ordinary Share. 

-          Net assets as at 30 September 2022 were US$142.5 million, with a NAV total return since IPO of 3.8%.

-     Excluding the non-cash impact of foreign exchange movements, on a constant currency basis the value of the Company's investment portfolio would have increased by 13.3% and, as at 30 September 2022, the NAV per Ordinary Share would have been 104.6 US cents and the NAV total return per Ordinary Share would have been 8.1% since IPO.

-      At 30 September 2022, the Company's investment portfolio included the seed asset portfolio described in the   Prospectus. 

Substantial investment pipeline

-     The Company has a near-term pipeline of potential investments totalling over US$750 million, which includes approximately US$380 million of exclusive acquisition and organic follow-on opportunities, with the remainder being new acquisition opportunities in various stages of due diligence.

-         The technology-diversified pipeline across four countries with an aggregate capacity of 1,525 MW consists of a broad range of assets and projects with sizes starting from 20 MW to 450 MW, the majority of which are backed by fixed price long-term PPAs with government offtakers.

-     The pipeline has been developed to continue the balance between construction ready and operational assets,   underpinning dividend security as well as potential for enhanced capital growth and impact.

Article 9 classification confirmed

-       TLEI confirms that it classifies under Article 9 of the EU Sustainable Finance Disclosure Regulation as a financial product that has sustainable investment as its objective. As a fund that invests in renewable energy infrastructure, TLEI substantially contributes to climate mitigation under the EU Green Taxonomy.

Material investor interest

-          At IPO, the Company raised US$141 million (including seed assets acquired in exchange for Ordinary Shares) from a broad range of institutional and wholesale investors across the UK and continental Europe.

-          The Company was aware of significant additional interest at IPO, primarily from continental European investors who were unable to participate at the time, and has continued to receive expressions of interest to invest in subsequent fund raisings from existing and new investors.

-        Given that the Company has recently received a number of significant indications of interest from existing and new investors, is able to efficiently deploy capital at scale and has a sizeable pipeline of immediately available assets, TLEI believes it is appropriate to provide an opportunity for investors to invest in TLEI via a further equity fund-raising.

Proposed Subsequent Placing

The Subsequent Placing is being undertaken to raise funds for the purpose of investment in accordance with the Company's investment objective and policy and with a view to delivering further value for Shareholders. The Subsequent Placing is being carried out as part of the Placing Programme described in the Prospectus.  The Placing Programme currently allows the further issuance of up to 458,592,523 New Ordinary Shares.

TLEI is proposing an issue at a price of US$1.030 per New Ordinary Share, under the Company's Placing Programme:

-          The Placing Price has been calculated by reference to the NAV per Ordinary Share (unaudited) as at 30 September 2022 of US$1.008 (which is cum the declared dividend for the quarter ended 30 September 2022).  The New Ordinary Shares will rank for this dividend and the Placing Price has been calculated by adjusting the NAV to allow for the expected costs and expenses of the Subsequent Placing.  The Placing Price represents a premium of approximately 2.5% to the closing share price of US$1.005 per Ordinary Share on 7 November 2022 and a premium of approximately 2.2% to the last reported NAV of US$1.008 per Ordinary Share as at 30 September 2022.

-           The New Ordinary Shares to be issued pursuant to the Subsequent Placing will, following Subsequent Admission, rank pari passu in all respects with the existing Ordinary Shares and will carry the right to receive all dividends and distributions declared, made or paid on or in respect of the Ordinary Shares by reference to a record date after Subsequent Admission. In particular, the New Ordinary Shares issued under the Subsequent Placing will be entitled to the quarterly dividend of 0.44 US cents per Ordinary Share for the quarter to 30 September 2022, payable on 2 December 2022 to shareholders on the register at the dividend record date of 18 November 2022.

-         Participants in the Subsequent Placing may elect to subscribe for New Ordinary Shares in sterling at a price per New Ordinary Share equal to the Placing Price at the relevant sterling exchange rate, being the sterling to US Dollar spot exchange rate published by Bloomberg at 1 p.m. on 15 November 2022 (or such other date or time as the Company may determine). The relevant sterling exchange rate and the sterling equivalent issue price are not known as at the date of this announcement and will be notified by the Company via a RIS prior to Subsequent Admission.

-           The estimated expenses of the issue are expected to amount to approximately 2% of funds raised.

The Subsequent Placing, and an investor's participation in it, are subject to the terms and conditions set out in Part XII of the Prospectus.  Copies of the Prospectus may, subject to any applicable law or restrictions, be obtained from the Company's registered office, on the Company's website (www.tlenergyimpact.com) or via the National Storage Mechanism (https://data.fca.org.uk/#/nsm/nationalstoragemechanism).

The Subsequent Placing will be made through the Company's joint corporate brokers, Shore Capital Stockbrokers Limited ("Shore Capital") and Peel Hunt LLP ("Peel Hunt") and will be launched immediately following this announcement. To register their interest in participating in the Subsequent Placing investors should communicate their applications for New Ordinary Shares by telephone to their usual sales contact at Shore Capital or Peel Hunt.

The number of New Ordinary Shares to be issued pursuant to the Subsequent Placing (and, therefore, the gross proceeds of the Subsequent Placing), is not known as at the date of release of this announcement and will be agreed between Shore Capital, Peel Hunt and the Company following the close of the Subsequent Placing. The number of New Ordinary Shares to be issued will be notified by the Company via a RIS prior to Subsequent Admission. The Subsequent Placing is not being underwritten.

Amendment to timetable set out in the Prospectus

The Prospectus stated that the last date for shares to be issued pursuant to the Placing Programme was 11 November 2022. Pursuant to the terms set out in the Prospectus, the Company announces an amendment to that timetable, and that the revised closing date for shares to be issued pursuant to the Placing Programme is 18 November 2022 in compliance with Prospectus Regulation Rule 5.1.

Subsequent Admission

Applications will be made to the FCA for admission of the New Ordinary Shares to the premium listing segment of the Official List and to the London Stock Exchange for admission to trading of the New Ordinary Shares on the main market for listed securities ("Subsequent Admission"). It is expected that Subsequent Admission will become effective and that unconditional dealings in the New Ordinary Shares will commence at 8.00 a.m. on 18 November 2022.

¹The dates and times specified in this announcement are references to London times and are subject to change, in which event details of the new times and dates will be notified, as required, through a RIS.

Benefits of the Subsequent Placing

The Board believes that it continues to be in the interests of the Company and its Shareholders to grow the Company further by the issuance of New Ordinary Shares.  In particular, the Board believes that the Subsequent Placing will have the following benefits for the Company:

-          increasing the capital available to the Company to acquire additional assets, which are expected to further diversify the Company's portfolio of renewable energy assets in terms of geography, technology and offtaker;

-     broadening the Company's investor base and enhancing the size and potentially increasing the liquidity of the Company's share capital; and

-          spreading the fixed operating costs over a larger capital base, thereby reducing the Company's ongoing charges ratio.

Dividends and total return target

-        The Company has declared, and paid or will pay, three quarterly dividends of 0.44 US cents per Ordinary Share each (1.32 US cents in aggregate) in respect of the financial year ending 31 December 2022. 

-          The Company reiterates its annual target dividend yield² of 2-3% for the financial year ending 31 December 2022, 5-6% for 2023 and at least 7% for 2024, with the aim of progressively increasing this nominal target thereafter.

-        The Company is targeting a NAV total return², of 10-12% per annum (net of all fees, expenses and taxes), once the portfolio is fully operational on a fully invested and geared basis

²Based on the IPO issue price of US$1.00.  The target dividends and returns set out above are targets only and are not profit forecasts. There can be no assurance that these targets can or will be met and they should not be seen as an indication of the Company's expected or actual results or returns.

Commenting on today's announcement Sue Inglis, Chair of ThomasLloyd Energy Impact Trust plc, said:

"It is clear that investors see the economic attraction of investing in our target markets, as well as the positive environmental and social impact these investments bring. As we reach the milestone of our first year in operation, we believe that the foundations for strong and efficient deployment of capital at scale are now in place and that existing and new shareholders will benefit from growing the Company through further issuance."

Michael Sieg, Group Chief Executive of the Investment Manager, commented:

"Asia is the world's largest and fastest growing consumer of energy, 85% of which comes from fossil fuels. As a result, carbon emissions in Asia exceed those of Europe and North America combined, a fact that is a key focus of COP27. TLEI remains the only LSE-traded company that allows investors to directly access this market through investment in sustainable energy infrastructure assets in the fast-growing economies of Asia, as well as effectively addressing the global challenge of reaching net zero by 2050."

Definitions

Any capitalised terms used but not otherwise defined in this announcement have the meaning set out in the Prospectus.

Enquiries:

About ThomasLloyd Energy Impact Trust plc

ThomasLloyd Energy Impact Trust plc (TLEI) listed on the premium segment of the main market of the London Stock Exchange in December 2021 and was awarded the Green Economy Mark upon admission. 

In 2021, ThomasLloyd Group participated in the Mobilising Institutional Capital Through Listed Product Structures (MOBILIST) competition, which engaged financial institutions in a search for the best sustainable infrastructure proposals that can list either on the London Stock Exchange or local exchanges. ThomasLloyd Group was the first fund manager to complete this process successfully and received US$32.3 million in investment from the UK government into the Company.

The Company has a 'Triple Return' investment objective which consists of:

-         providing shareholders with attractive dividend growth and prospects for long-term capital appreciation (the financial return);

-           protecting natural resources and the environment (the environmental return); and

-        delivering economic and social progress, helping build resilient communities and supporting purposeful activity (the social return).

The Company seeks to achieve its investment objective by investing directly in a diversified portfolio of sustainable energy infrastructure assets in the fast-growing and emerging economies in Asia. The assets will be unlisted sustainable energy infrastructure assets in the areas of renewable energy power generation, transmission infrastructure, energy storage and sustainable fuel production, including utilising different technologies to reduce revenue variability.

The Company aims to generate additional value for its investors through focusing its investments on construction-ready or in-construction projects. The Company only invests in such pre-operational assets where: (i) an offtake agreement has been entered into; (ii) the land on which the project is situated is identified or contractually secured where appropriate; and (iii) all relevant permits have been granted.

Offtake agreements will typically benefit from long-term fixed-price PPAs, capacity contracts or other similar revenue contracts with creditworthy (primarily investment grade) private and public sector buyers.

TLEI classifies under Article 9 of the EU Sustainable Finance Disclosure Regulation (SFDR) as a financial product that has sustainable investment as its objective. As a fund that invests in renewable energy infrastructure, TLEI substantially contributes to climate mitigation under the EU Green Taxonomy.

Further information on the Company can be found on its website (www.tlenergyimpact.com).

About the Investment Manager

The Company's investment manager is ThomasLloyd Global Asset Management (Americas) LLC (the "Investment Manager"), a wholly-owned subsidiary of ThomasLloyd Group ("ThomasLloyd" or the "ThomasLloyd Group"). Founded in 2003, the ThomasLloyd Group is a leading impact investor and provider of climate financing. ThomasLloyd is a pure play impact investor and aims to apply a robust, socially and environmentally responsible investment approach that is geared towards reducing carbon emissions and improving economic prospects, while reducing investment risk through diversification across countries, technologies and currencies.

Over the last decade, ThomasLloyd has deployed over US$1 billion across 18 projects in renewable energy power generation, transmission and sustainable fuel production with a total capacity in excess of 700 MW.

Since 2013, ThomasLloyd has been measuring and reporting on the impact of its investments, creating an empirical database showing the positive impact of their investments in sustainable energy infrastructure in high growth and emerging markets in Asia.

Disclaimer

Members of the public are not eligible to take part in the Placing. This announcement and the terms and conditions referred to herein are directed in the United Kingdom only at persons selected by Shore Capital or Peel Hunt LLP who are "investment professionals" falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the FPO) or "high net worth companies, unincorporated associations etc" falling within Article 49(2) of the FPO, or persons to whom it may otherwise be lawfully communicated (all such persons together being referred to as "Relevant Persons"). This announcement and the terms and conditions referred to in Part XII of the Prospectus must not be acted on or relied on in the United Kingdom by persons who are not Relevant Persons. Any investment or investment activity to which this announcement relates is available only to, and will be engaged in only with, persons in the United Kingdom who are Relevant Persons.

In the United Kingdom, this announcement is being directed solely at persons in circumstances in which section 21(1) of the Financial Services and Markets Act 2000 (as amended) does not apply. This announcement does not constitute or form part of, and should not be construed as, any offer or invitation or inducement for sale, transfer or subscription of, or any solicitation of any offer or invitation to buy or subscribe for or to underwrite, any share in the Company or to engage in investment activity (as defined by the Financial Services and Markets Act 2000) in any jurisdiction nor shall it, or any part of it, or the fact of its distribution form the basis of, or be relied on in connection with, any contract or investment decision whatsoever, in any jurisdiction. This announcement does not constitute a recommendation regarding any securities.

This communication is only addressed to, and directed at, persons in member states of the European Economic Area who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation ("Qualified Investors").  For the purposes of this provision, the expression "Prospectus Regulation" means Regulation (EU) 2017/1129.

The material set forth herein is not intended, and should not be construed, as an offer of securities for sale or subscription in the United States or any other jurisdiction. Any purchase of New Ordinary Shares should be made solely on the basis of the information contained in the Prospectus. This announcement is not for publication or distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, South Africa, Japan or any member state of the EEA (other than any member state of the EEA where the securities may be lawfully marketed). The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. The Company will not be registered under the US Investment Company Act of 1940, as amended. In addition, the New Ordinary Shares referred to herein have not been and will not be registered under the US Securities Act of 1933 (the "Securities Act") or under the securities laws of any state of the United States and may not be offered or sold in the United States or to or for the account or benefit of US persons absent registration or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable State securities laws. The offer and sale of New Ordinary Shares referred to herein has not been and will not be registered under the Securities Act or under the applicable securities laws of any state, province or territory of Australia, Canada, South Africa, Japan or any member state of the EEA (other than any member state of the EEA where the securities may be lawfully marketed). Subject to certain exceptions, the New Ordinary Shares referred to herein may not be offered or sold in Australia, Canada, South Africa, Japan or any member state of the EEA (other than any member state of the EEA where the securities may be lawfully marketed) or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, South Africa, Japan or any member state of the EEA (other than any member state of the EEA where the securities may be lawfully marketed). There will be no offer of the New Ordinary Shares in the United States, Australia, Canada, South Africa, Japan or any member state of the EEA (other than any member state of the EEA where the securities may be lawfully marketed).

The merits or suitability of any securities must be independently determined by the recipient on the basis of its own investigation and evaluation of the Company. Any such determination should involve, among other things, an assessment of the legal, tax, accounting, regulatory, financial, credit and other related aspects of the securities.

This announcement may not be used in making any investment decision in isolation. This announcement on its own does not contain sufficient information to support an investment decision and investors should ensure that they obtain all available relevant information before making any investment.  This announcement does not constitute a recommendation concerning the Placing. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this announcement are not to be construed as legal, business, financial or tax advice. Each Shareholder or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice. No reliance may be placed for any purposes whatsoever on this announcement or its completeness.

The information and opinions contained in this announcement are provided as at the date of the announcement and are subject to change without notice and no representation or warranty, express or implied, is or will be made in relation to the accuracy or completeness of the information contained herein and no responsibility, obligation or liability or duty (whether direct or indirect, in contract, tort or otherwise) is or will be accepted by the Company, the Investment Manager, Shore Capital, Peel Hunt or any of their affiliates or by any of their respective officers, employees or agents to update or revise publicly any of the statements contained herein. No reliance may be placed for any purpose whatsoever on the information or opinions contained in this announcement or on its completeness, accuracy or fairness. The document has not been approved by any competent regulatory or supervisory authority.

Potential investors should be aware that any investment in the Company is speculative, involves a high degree of risk, and could result in the loss of all or substantially all of their investment. Results can be positively or negatively affected by market conditions beyond the control of the Company or any other person. Any data on past performance contained herein is no indication as to future performance and there can be no assurance that any targeted or projected returns will be achieved or that the Company will be able to implement its investment strategy or achieve its investment objectives. Any target returns published by the Company are targets only. There is no guarantee that any such returns can be achieved or can be continued if achieved, nor that the Company will make any distributions whatsoever. There may be other additional risks, uncertainties and factors that could cause the returns generated by the Company to be materially lower than the target returns of the Company.

The information in this announcement may include forward-looking statements, which are based on the current expectations, intentions and projections about future events and trends or other matters that are not historical facts and in certain cases can be identified by the use of terms such as "may", "will", "should", "expect", "anticipate", "project", "estimate", "intend", "continue", "target", "believe" (or the negatives thereof) or other variations thereof or comparable terminology. These forward-looking statements, as well as those included in any related materials, are not guarantees of future performance and are subject to known and unknown risks, uncertainties, assumptions about the Company and other factors, including, among other things, the development of its business, trends in its industry, and future capital expenditures and acquisitions. In light of these risks, uncertainties and assumptions, the events in the forward-looking statements may not occur and actual results may differ materially from those expressed or implied by such forward looking statements. Given these risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements.

Shore Capital and Peel Hunt, which are authorised and regulated in the United Kingdom by the Financial Conduct Authority, are acting exclusively for the Company and for no-one else in relation to the Subsequent Placing and Subsequent Admission. Shore Capital and Peel Hunt will not regard any other person (whether or not a recipient of this announcement) as their clients in relation to the Subsequent Placing or Subsequent Admission 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 Subsequent Placing or Subsequent Admission, the contents of this announcement or any transaction or arrangement referred to herein. Apart from the responsibilities and liabilities, if any, which may be imposed on Shore Capital or Peel Hunt by the FSMA or the regulatory regime established thereunder,  Shore Capital and Peel Hunt make no representation express or implied in relation to, nor accept any responsibility whatsoever for, the contents of this announcement or any other statement made or purported to be made by it or on its behalf in connection with the Company, the New Ordinary Shares, the Subsequent Placing or Subsequent Admission.  Accordingly, to the fullest extent permissible by law, Shore Capital and Peel Hunt disclaims all and any responsibility or liability whether arising in tort, contract or otherwise which they might have in respect of this announcement or any other statement.

Solely for the purposes of the product governance requirements contained within (a) the UK's implementation of EU Directive 2014/65/EU on markets in financial instruments, as amended ("UK MiFID II") and (b) the UK's implementation of Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing UK MiFID II, and in particular Chapter 3 of the Product Intervention and Product Governance Sourcebook of the FCA (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the New Ordinary Shares have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in UK MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by UK MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors (such term to have the same meaning as in the MiFID II Product Governance Requirements) should note that: the market price of the New Ordinary Shares may decline and investors could lose all or part of their investment; the New Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the New Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing.  Furthermore, it is noted that, notwithstanding the Target Market Assessment, Shore Capital and Peel Hunt will only procure investors (pursuant to the Placing) who meet the criteria of professional clients and eligible counterparties.  For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of UK MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the New Ordinary Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the New Ordinary Shares and determining appropriate distribution channels.

PRIIPS Regulation

In accordance with the PRIIPs Regulation, a Key Information Document ("KID") in respect of the New Ordinary Shares has been prepared by the Company and is available to investors at www.tlenergyimpact.com.  If you are distributing the New Ordinary Shares, it is your responsibility to ensure that the relevant KID is provided to any clients that are "retail clients".

The Company is the only manufacturer of the New Ordinary Shares for the purposes of the PRIIPs Regulation and Shore Capital and Peel Hunt are not the manufacturers for these purposes. Shore Capital and Peel Hunt make no representation, express or implied, nor accept any responsibility whatsoever for the contents of the KID prepared by the Company nor accept any responsibility to update the contents of the KID in accordance with the PRIIPs Regulation, to undertake any review processes in relation thereto or to provide such KID to future distributors of New Ordinary Shares.  Accordingly, Shore Capital and Peel Hunt disclaim all and any liability whether arising in tort or contract or otherwise which it might have in respect of the KID or any other key information document prepared by the Company from time to time.