In the latest twist in the saga at suspended trust ThomasLloyd Energy Impact (TLEI ), the board has received a notice from certain shareholders affiliated with its Swiss manager ThomasLloyd Global Asset Management requisitioning a general meeting within three weeks.

The requisition was received hours after Wednesday’s announcement reiterating the significant uncertainty over the December portfolio valuation. It proposed that a meeting to vote on the three resolutions that were not voted on at June’s annual general meeting be held within 21 days. These include the continuation vote, TLEI’s authority to buy back shares and notice periods for general meetings.

The board adjourned June’s AGM because it did not believe shareholders possessed sufficient information to vote on these resolutions given the delay in publishing its annual report while auditor Deloitte finalised the emerging market renewable trust’s valuation.

This information includes the finalised portfolio valuation and annual report for the year ended 31 December 2022, as well as the completion of an investigation into the circumstances around the India-based Rewa Ultra Mega Solar Park (RUMS) project, upon which the shares can resume trading.

The board’s chair Sue Inglis reiterated that ThomasLloyd is yet to explain what it knew and when regarding the financial viability of the RUMS project and the circumstances that led to the suspension of the shares on 25 April.

‘The board is extremely disappointed that the requisitioning shareholders are seeking that shareholders vote on a continuation resolution before the information necessary to make an informed decision on the company’s financial position and prospects is available,’ the announcement said.

It added that the requisition will only delay matters further and that holding the continuation vote for the £148m trust would not lift the suspension.

The board said that while it is in the interests of ThomasLloyd for the continuation vote to pass given its five-year term that started in December 2021, it recommended that shareholders, the biggest of which is the UK Foreign Office with an 18.4% stake, vote against the resolution given the backdrop. It added that it would provide a detailed response to the requisition in due course.

If the vote does not pass, the board will consider a wide range of options including the reconstruction, reorganisation or winding up of the trust.

Shareholders affiliated with ThomasLloyd include the two listings of its ThomasLloyd Cleantech Infrastructure fund, which has a stake totalling almost 15%, according to Refinitiv.

Analyst response

Numis analyst Andrew Rees said he could only assume that ThomasLloyd believes it has a better chance of the vote being passed before the publication of the annual results that will include the portfolio valuation.

Given the board’s recommendation, Rees believes many independent shareholders from positions of less information will likely vote against continuation. He noted that the trust’s non-traditional register, with hedge fund manager Brevan Howard holding the second-largest stake at 17%, made it hard to say with certainty which way the vote would go.

‘Even before this development, it was difficult to see a future for the fund,’ said Rees. ‘It is positive to see the board being frank about what it thinks is the manager’s rationale for proposing continuation – the manager protecting its fees. We hope that shareholders can recover some value from this ill-fated investment in a reasonable timeframe.’

Winterflood’s Emma Bird said the call for a wind-up of the fund by affiliates of the investment manager ‘raises some red flags’ given the current ongoing investigations into a significant portfolio asset as ‘transparency is key and resistance to inquiry does not bode well’.

She also added that it was ‘good to see’ the board making shareholder interests their paramount concern and agreed it would be better to have a full set of data before rendering judgement.

‘Just yesterday the board stated that it was unable to provide a timeline and therefore we sympathise with shareholders who simply want their capital returned,’ she said.