Cast your vote by 9 a.m. on 20 February 2025

On 22 January 2025 the Board announced the sale of TENT’s last remaining assets, effectively completing the managed wind-down and is now seeking to undertake a return of capital to its shareholders (“Shareholders”).


On 23 January the Company published a shareholder circular (the "Circular") which included a notice convening a General Meeting of the Company at 9.00 a.m. on 24 February 2025 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 to consider the Liquidation and the Tender Offer (each as defined in the Circular).


The Board, having considered the options available to it, believes that the Liquidation is in the best interests of Shareholders as a whole, as it represents the most cost and tax efficient and timely method of returning capital to Shareholders. The Liquidation requires the approval of Shareholders at the General Meeting.


In the event the Liquidation is not approved by Shareholders, the Board believes a Tender Offer represents the best alternative for returning capital to Shareholders. The Tender Offer will only proceed if it is approved by Shareholders at the General Meeting and the Liquidation is not.

 

The Board therefore advises all Shareholders to vote to approve all resolutions set out in the notice of the General Meeting contained in the Circular through completing and returning their Form of Proxy, as well as to consider submitting their Tender Forms or TTE Instructions (as defined in the Circular) in order to participate in the Tender Offer (if the Liquidation is not approved), as soon as possible.

 

YOUR VOTE IS EXTREMELY IMPORTANT AND WHILE THE DEADLINE FOR VOTING IS 9 A.M. ON 20 FEBRUARY 2025, PLATFORM DEADLINES ARE LIKELY TO BE EARLIER SO YOU ARE ADVISED TO VOTE WITHOUT DELAY.
INVESTOR PLATFORMS HAVE INSTRUCTIONS ON HOW VOTES AND/OR TENDER FORMS SHOULD BE SUBMITTED. HOWEVER IF YOU ARE UNSURE OF HOW TO PARTICIPATE, PLEASE CONTACT TENT@dfkingltd.co.uk
YOU MAY ALSO WISH TO CONSULT THE AIC’S “HOW TO VOTE” GUIDE FOR PLATFORM USERS:
https://www.theaic.co.uk/how-to-vote-your-shares 

General Meeting

9am on 24 February 2025 at the offices of Taylor Wessing LLP, Hill House, 1 Little New Street, London EC4A 3TR

Contact Us

If you hold your shares in certificated form and 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 triplepoint@computershare.co.uk

If you hold shares on a share dealing platform and require support submitting your vote, or have any questions on the Circular, please contact D.F. King Limited:
TENT@dfkingltd.co.uk

 

Q&A

What is the purpose of the General Meeting?

The Board of Directors of TENT announces that it is convening a general meeting of its shareholders ("Shareholders") to approve the proposed members’ voluntary liquidation of the Company, involving an initial distribution of approximately £43 million, (the “Liquidation”) or, if the Liquidation is not approved by Shareholders, a tender offer for shares in the Company ("Shares") with a value of approximately £42 million (the “Tender Offer”) (the “Proposals”).

 

What is the background to the Proposals?

On 22 March 2024 the Board received a clear mandate from approximately 99 per cent. of the Shareholders present and voting at the general meeting held on that date - they approved 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 and has now effectively completed the realisation of the Company’s assets. The Board, therefore, is now seeking to return capital to Shareholders.

The Board believes the Liquidation is the most cost-effective mechanism for Shareholders to receive the remaining amounts available for distribution 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.

 

What are the resolutions to be voted on?

The General Meeting has been convened for 9.00 a.m. on 24th February, 2025 to consider three resolutions:

-             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, which 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 and is conditional on Resolution 2 being passed.

-             Resolution 2: relates to the administration of the Liquidation, amongst other things, and is conditional on Resolution 1 being passed. Resolution 2 is being proposed as an ordinary resolution, which requires a majority of at least 50 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.

-             Resolution 3: relates to the approval of the Tender Offer. This resolution is being proposed as an ordinary resolution, which requires a majority of at least 50 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 and is conditional on Resolution 1 and Resolution 2 not being passed.

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.

In the event that the Liquidation is not approved by Shareholders, whether or not the Tender Offer proceeds, there is no certainty regarding the future of the Company, including the prospect of remaining eligible under the UK Listing Rules and/or returning further capital to Shareholders.

YOUR VOTE IS EXTREMELY IMPORTANT AND EVERY VOTE WILL MATTER.

 

Where can I find more information?

The Circular, containing further information on the General Meeting, the Liquidation and the Tender Offer, can be found on this website: investor-communication/151/

 

What will happen if the Company is liquidated?

The Liquidators have confirmed that they expect to make the following distributions (subject to their appointment being approved by Shareholders at the General Meeting):

 

  • an initial cash distribution to Shareholders as soon as possible following the appointment of the Liquidators and, in any event, within 10 Business Days following the passing of the Liquidation Resolutions, of £43 million or 42.99 pence per Share (being all the cash available on the Company's balance sheet (approximately £47.6 million as at 22nd January 2025) less an amount (estimated at approximately £4.6 million 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)) (the "Initial Distribution");
  • a subsequent distribution in Q3 2025, which will primarily represent the cash remaining on the balance sheet after all expenses and any other contingencies have been paid and including the next £1 million instalment of the CHP Deferred Payments and the HoldCo Deferred Consideration; and
  • a final distribution to Shareholders of any residual cash and the final £1 million instalment of the CHP Deferred Payments (the "Final Distribution"). The Final Distribution, if any, will be at a time to be determined solely by the Liquidators but is envisaged to be made in Q4 2026.

 

The Board is recommending that the Company be placed into members’ voluntary liquidation and all of the Directors will shortly swear a declaration stating they have made appropriate enquiries into the Company’s affairs and financial position and that 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, while the Shares will be suspended from trading from 7:30 a.m. on the date of the General Meeting, the Company will only seek the cancellation of the admission of the Shares to the Official List of the FCA and to trading on the Main Market of the London Stock Exchange ("De-Listing") after the payment of the Initial Distribution by the Liquidators. The Initial Distribution is expected to be made as soon as possible after the General Meeting and, in any event, within 10 Business Days thereof.

Shares are therefore expected to continue to be "qualifying investments" for ISA purposes until after the Initial Distribution.

However, if the Liquidation Resolutions are not passed, the suspension of the Shares will be lifted at 7:30 a.m. on 25th February 2025 and the Shares will continue to be admitted on the Official List and will continue to trade on the Main Market (assuming that 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.

Shareholders should take into consideration, among other things, 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, albeit the Shares held will remain eligible for all distributions made by the Liquidators (including the Initial Distribution of 42.99 pence per Share) until the winding up of the Company is finalised (anticipated to be in Q4 2026).

Shareholders should consult their own professional advisers and seek their own advice in connection with the potential consequences of the De-Listing.

 

What is the Board’s recommendation?

The Board, having considered the various options available to it believe that the Liquidation is in the best interests of Shareholders as a whole as it represents a cost and tax-efficient and timely method of returning capital to Shareholders. The Board believe that the Liquidation provides Shareholders with greater certainty as to the amount and timing of any return of capital when compared to alternative methods.

However, if the Liquidation Resolutions are not passed by the requisite majorities of Shareholders at the General Meeting, participation in the Tender Offer, in the Board's opinion, represents the best alternative to the Liquidation for returning capital to Shareholders. Therefore, the Board unanimously recommends that Shareholders also vote in favour of the Tender Offer Resolution to be proposed at the General Meeting and give consideration to participating in the Tender Offer.

In the event that the Liquidation is not approved, whether or not the Tender Offer proceeds, there is no certainty regarding the future of the Company, including the prospect of remaining eligible under the UK Listing Rules and/or returning further capital to Shareholders

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 of 23rd January 2025.

 

Why have I received a Letter from the Chair?

Shareholders may have recently received a letter from the Chair of Triple Point Energy Transition Plc (“TENT”), as an underlying holder of a wealth manager or private client broker.

The purpose of the letter is to inform TENT Shareholders of the General Meeting to approve the proposed members' voluntary liquidation of the Company, or, if the Liquidation is not approved, a tender offer for shares in TENT.

The letter contains background information on the proposed Liquidation and Tender Offer, the recommendations of the Board, how to vote, key dates, and links to further information.

The letter was aimed at "execution only" shareholders, whereby underlying beneficial holders must proactively inform the intermediary for instructions to be processed on their behalf. Other shares may be held on a “discretionary” basis, meaning that intermediaries are able to act on behalf of beneficial holders that hold through them. If Shareholders are in doubt as to the nature of their holding, they may wish to speak to their intermediary to clarify how the votes attaching to their beneficial holding can be exercised at the General Meeting and/or how and whether to participate in the Tender Offer.

 

What is the Tender Offer?

The Tender Offer is an alternative mechanism to return capital to Shareholders in the event that the Liquidation Resolutions are not passed.

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 £42 million. 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 of 48.07 pence per Share 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 relation to 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 6.47per cent. to the closing market price per Share of 45.15 pence on 22nd January, 2025 (being the latest practicable date prior to publication of the Circular).

As an illustrative example, a Shareholder holding 10,000 Shares as at 6.00 p.m. on 21st February 2025 ("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.

Under the terms of the Tender Offer, Eligible Shareholders will be able to tender up to 87.36 per cent. of the Shares registered in their name on the Company's 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). The maximum number of Shares available to be acquired under the Tender Offer is 87,372,581 Shares. 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.

The Tender Offer is available to Eligible Shareholders on the Register of Members as at the Record Date.

 

Does a vote FOR automatically give a tender instruction?

No.

In order to give a tender instruction (and, hence, participate in the Tender Offer if it proceeds), Eligible Shareholders need to fill out the Tender Form that they have received and return it as soon as possible to Computershare Investors Services (if such Shareholder holds certificated shares). If Shares are held via a share dealing platform or, otherwise, electronically (i.e. in CREST), a Shareholder would need to instruct its share dealing platform or nominee account holder to complete the relevant electronic instruction (known as a TTE Instruction in CREST) on its behalf. Tender Forms or the TTE Instruction need to be received as soon as possible and, in any event, by 1.00 p.m. on Friday, 21st February 2025.

 

What happens if the proposals do not pass?

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 comparison to distributions made in the Liquidation or Tender Offer. 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 further reduce the value available to be returned to Shareholders.

 

Where will the Meeting be held?

The General Meeting will be held at the following address:

Taylor Wessing LLP, Hill House, 1 Little New Street, London, London EC4A 3TR

 

Do I have to attend the Meetings to vote?

Shareholders do not have to physically attend the meetings in person to cast a vote. A proxy may be appointed by completing the proxy form that should have received (if held in share certificates) or by otherwise by contacting  the relevant broker, nominee account holder or share dealing platform. If shares are held in certificated form and no Form of Proxy has been received, please contact Computershare Investor Services.

 

How do I instruct to vote?

Underlying holders of retail brokers

If shares are held via an intermediary, they should be contacted as soon as possible to vote or to tender. The market deadline for returning the required documentation for voting is 9.00 a.m. on 20 February 2025 and to participate in the Tender Offer is 1.00 p.m. on 21 February 2025, but intermediaries are likely to have earlier internal deadlines. It is therefore recommended to instruct intermediaries as soon as possible.

Certificated Holders

Certificated holders are asked to complete and return a Form of Proxy which should have been received, 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 a.m. on 20th February, 2025.

As an alternative to completing and returning the Form of Proxy, proxies may be submitted electronically by accessing the Company Registrar's online voting portal www.investorcentre.co.uk/eproxy. For security purposes, the control number, shareholder reference number (SRN) and personal identification number (PIN) will be required to validate the submission of online proxies. The control number and members' individual SRN and PIN numbers are shown on the Form of Proxy Members of CREST 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 a.m. on 20th February, 2025.

 

How do I instruct to tender?

Underlying holders of retail brokers

If shares are held via an intermediary, they should be contacted as soon as possible to vote or to tender. The market deadline for returning the required documentation for voting is 9.00 a.m. on 20 February 2025 and to participate in the Tender Offer is 1.00 p.m. on 21 February 2025, but intermediaries are likely to have earlier internal deadlines. It is therefore recommended to instruct intermediaries as soon as possible.

Certificated Holders

To tender, if Shares are held in certificated form, such Shares can only be tendered by completing and returning the Tender Form. Additional Tender Forms are available from Computershare by telephone on 0370 703 6156 or, from overseas, +44 (0) 370 703 6156.

To tender Shares held in certificated form, the Tender Form must be completed, signed and witnessed. 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 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 Share certificate(s) and/or other document(s) of title are not readily available (for example, if they are with a 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 that are 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.

For further information on how to vote or tender, please contact D.F. King: TENT@dfkingltd.co.uk