Triple Point Energy Transition : TENT - Circular and Notice of GM

THIS DOCUMENT AND THE ACCOMPANYING 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, 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.

This document comprises a circular prepared in accordance with the Listing Rules made under section 73A 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.

This circular has been approved by the FCA in accordance with section 87A of the FSMA and will be made available to the public.

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.

This is not a prospectus but a shareholder circular. 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.

TRIPLE POINT ENERGY TRANSITION PLC

(a company incorporated in England and Wales under the Companies Act 2006

with registered number 12693305)

Proposed change of investment objective and policy to

facilitate a managed wind-down of the Company

and

Proposed Related Party Transactions

and

Notice of General Meeting

This document does not constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell, otherwise dispose of or issue, or any solicitation of any offer to sell, otherwise dispose of, issue, purchase, otherwise acquire or subscribe for, any security.

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 resolutions to be proposed at the General Meeting referred to below. Your attention is also drawn to the section entitled "Risk Factors" on page 21. However, this document should be read in its entirety.

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Notice of a General Meeting of the Company to be held at the offices of the Company, 1 King William Street, London, United Kingdom, EC4N 7AF at 09.30 a.m. on 22 March 2024 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 6ZY, United Kingdom so as to arrive no later than 09.30 a.m. on 20 March 2024.

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 09.30 a.m. on 20 March 2024.

Akur Limited (trading as Akur Capital) ("Akur"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser 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 under the marketing name J.P. Morgan Cazenove) ("J.P. Morgan Cazenove"), which is authorised and regulated in the United Kingdom by the Prudential Regulation Authority ("PRA") and regulated by the PRA and the Financial Conduct Authority, is acting exclusively as sponsor for the Company and for no one else in relation to the Proposals and the other arrangements referred to in this document. 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 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. 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.

PricewaterhouseCoopers LLP ("PwC") which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as corporate financial adviser for the Company and for no one else in relation to the Proposals and the other arrangements referred to in this document. PwC 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.

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Cautionary note regarding forward-looking statements

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 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 V of this document.

This document is dated 5 March 2024.

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CONTENTS
EXPECTED TIMETABLE	5
DIRECTORS AND ADVISERS	6
PART I - LETTER FROM THE CHAIR	7
PART II - INVESTMENT OBJECTIVE AND INVESTMENT POLICY	17
PART III - RISK FACTORS	21
PART IV - ADDITIONAL INFORMATION	23
PART V - DEFINITIONS	26
NOTICE OF GENERAL MEETING	30

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EXPECTED TIMETABLE
		2024
Publication and posting of this document, the	5	March
Notice of the General Meeting and the Form
of Proxy
Latest time and date for receipt of Forms of	09.30 a.m. on 20 March
Proxy, CREST Proxy Instructions or CREST
electronic proxy appointments for the General
Meeting
Record date for entitlement to vote at the	20	March
General Meeting
General Meeting	09.30 a.m. on 22 March
Adoption of amended and restated investment	22	March
objective and policy (if Resolution 1 is passed)
Publication of the results of the General	22	March
Meeting

Notes:

1. The times and dates set out in the timetable above and referred to throughout this document and any accompanying document may be adjusted by the Company by announcement through a Regulatory Information Service, in which event details of the new dates will also be notified to the Financial Conduct Authority, the London Stock Exchange and, where appropriate, Shareholders.
2. All references to times in this document are to London times, unless otherwise stated.

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DIRECTORS AND ADVISERS

Board of Directors

A list of Directors is set forth in the table as below:

Name	Position
Dr. John Roberts CBE	Chair
Rosemary Boot	Senior Independent Non-Executive Director
Sonia McCorquodale	Independent Non-Executive Director
Dr. Anthony White MBE	Independent Non-Executive Director

Each Director's business address is the Company's registered address at 1 King William Street, London, United Kingdom, EC4N 7AF.

Registered Offce	1 King William Street
	London
	United Kingdom
	EC4N 7AF
Investment Manager	Triple Point Investment Management LLP
	1 King William Street
	London
	United Kingdom
	EC4N 7AF
Company Secretary	Hanway Advisory Limited
	1 King William Street
	London
	United Kingdom
	EC4N 7AF
Sponsor and Corporate Broker	J.P. Morgan Securities plc
	25 Bank Street
	Canary Wharf
	London E14 5JP
	United Kingdom
Financial Adviser	Akur Limited
	66 St James's Street
	London
	SW1A 1NE

Corporate Financial Adviser

Legal adviser as to the Company as to English law

Registrar

PricewaterhouseCoopers LLP

1 Embankment Place

London

United Kingdom

WC2N 6DX

Taylor Wessing LLP

5 New Street Square

London

EC4A 3TW

Computershare Investor Services

The Pavilions

Bridgwater Road

Bristol, BS13 8AE

United Kingdom

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PART I - LETTER FROM THE CHAIR

Triple Point Energy Transition PLC

(a company incorporated in England and Wales under the Companies Act 2006

with registered number 12693305)

Directors:	Registered Office:
Dr. John Roberts CBE (Chair)	1 King William Street
Rosemary Boot	London
Sonia McCorquodale	United Kingdom
Dr. Anthony White MBE	EC4N 7AF

5 March 2024

Dear Shareholder

Proposed change of investment objective and policy to facilitate

a managed wind-down of the Company

and

Proposed Related Party Transactions

and

Notice of General Meeting

1. Introduction

Further to the Company's announcement dated 13 December 2023, I am writing to you with details regarding the:

• proposed managed wind-down of the Company and orderly realisation of its assets (the "Managed Wind-Down"), which will require the amendment of the Company's investment objective and Investment Policy (the "Investment Policy Amendment"), as further described in paragraph 3 of this Part I;
• conditional disposal by TENT Holdings of the Field Debt Facility (as defined below) to TP Leasing Limited ("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, as further described in paragraph 3 of this Part I (the "Field Sale"). The Field Sale would, if approved by Shareholders pursuant to Resolution 2, facilitate the immediate repayment and cancellation of the Revolving Credit Facility, which would remove the costs associated with the facility and leave the Group debt free;
• conditional disposal by the Company of the LED Facility to Boxed for onward assignment by Boxed to TPLL, as further described in paragraph 3 of this Part I (the "LED Facility Sale"); and
• amendments to the Investment Management Agreement associated with the Managed Wind-Down, as further described in paragraph 3 of this Part I (the "IMA Amendment" and, together with the Field Sale and the LED Facility Sale, the "Related Party Transactions").

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TPLL is a member of the group of the Company's investment manager, Triple Point Investment Management LLP, and is therefore considered to be a related party of the Company pursuant to the Chapter 15 of the Listing Rules. In addition, the Investment Management Agreement is between the Company and Triple Point Investment Management LLP, which is also considered a related party of the Company pursuant to Chapter 15 of the Listing Rules. Therefore, each of the Field Sale, the LED Facility Sale and the IMA Amendment will comprise a related party transaction for the purposes of Chapter 11 of the Listing Rules and, as a result, Shareholder approval is being sought at the General Meeting for the Related Party Transactions.

The Listing Rules require any proposed material changes to the Company's published Investment Policy to be submitted to the FCA for prior approval. The FCA has approved the Investment Policy Amendment. The Listing Rules also require the approval of Shareholders prior to any material changes being made to the Company's published Investment Policy. Shareholder approval is therefore also being sought at the General Meeting for the Investment Policy Amendment, in accordance with the Listing Rules.

I am writing to give you further details of the Proposals, including the background to and reasons for the Proposals, and to explain why the Board considers the Proposals to be in the best interests of Shareholders and why the Board unanimously recommends that you vote in favour of the Resolutions to be proposed at the General Meeting to be held at 09.30 a.m. on 22 March 2024, notice of which is set out at the end of this document.

Shareholders should read the whole of this document and not only rely on the summarised information set out in this letter. Shareholders will fnd defnitions for the capitalised terms used in this letter and the rest of this document in Part V of this document.

2. Background to the Proposals

As announced by the Company on 13 December 2023, the Board has undertaken a full review of the options for the Group and its prospects, drawing on independent financial advice from its Financial Adviser, as well as Shareholder feedback, with a view to determining the future strategic direction of the Company and its Group.

In the three years since its IPO, the Group has worked towards achieving the goals set out at IPO including putting in place long-term cash flows that are underpinned by contract and targeting total NAV returns of 7-8% per annum following full investment.

Despite achieving these goals, the Company has been significantly impacted by the wider macro-environmental pressures being experienced by a large number of its sector peers. This, alongside sub-optimal liquidity, has contributed to the Company's shares trading at a persistent discount to NAV since January 2022 which, in turn, has restricted the Company's ability to raise further capital and realise the benefits that come from greater scale. A key requirement identified by certain Shareholders is the need for increased liquidity in the Company's shares, which can only realistically be achieved through greater scale. This is difficult to achieve with the shares trading at a material discount to NAV, which, the Board believes, does not reflect the intrinsic value of the portfolio, yet remains persistent and entrenched.

The Board and the Investment Manager have maintained an on-going dialogue with a number of Shareholders, and have undertaken several measures to address share price performance over this period. Fundamentally, the Group's portfolio has performed in line with the objectives set out at IPO, exceeding the NAV return target in the most recent full year results to 31 March 2023 with a 1.1x covered dividend. The Board believes that the Company's diverse portfolio of 20 assets is expected to deliver a stable and predictable return to Shareholders based on its high level of contractually underpinned income over the next 13 years.

However, taking into account the Company's share price discount to NAV, its liquidity and market conditions and market prospects, the Board engaged its Financial Adviser to assess strategic options for maximising Shareholder value. Having considered the report, the Board determined that an orderly realisation of assets, and return of value to Shareholders, is the best option available. Subject to obtaining the approval of Shareholders at the General Meeting, this will be implemented via the Managed Wind-Down, which will initially involve the Investment Policy Amendment, the Field Sale (which, if approved by Shareholders pursuant to Resolution 2, will facilitate the repayment and cancellation of the Revolving Credit Facility), the LED Facility Sale and the IMA Amendment each as further described in paragraph 3 of this Part I.

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Subject to the passing of Resolution 1 (to implement the Investment Policy Amendment), the Company will also seek opportunities to realise the remainder of the Group's investments, including its portfolio of hydroelectric power projects and its combined heat and power ("CHP") debt investments, as well as the fixed rate receivables financing provided by the Group to a lighting solutions provider which entitles the Group to monthly repayments and contracted income and the Group's 12-month loan investment in Innova Renewables. Details of future divestments or investment exits will be announced via a Regulatory Information Service in due course.

Subject to the passing of Resolution 1, in order to save costs during the Managed Wind-Down Process, the Company is intending to provide half-yearly (rather than quarterly) NAV updates.

In the interim, the Board notes the following in respect of the Group's CHP investments which include the provision by TENT Holdings of senior debt financing to Harvest, Glasshouse and Spark Steam, which are each CHP businesses that provide heat and power to tomato grower APS Salads. Since 30 September 2023, the aged debtors of Harvest, Glasshouse and Spark Steam have increased, although repayments were made to the Group in October 2023 in line with the agreed loan repayment schedule since the last reporting date. The next repayment date is in July 2024. APS Salads has a highly seasonal revenue profile with income received corresponding with the growing season.

3. The Proposals

Resolution 1

Amendment to the investment objective and Investment Policy of the Company

The Company proposes to amend its investment objective and Investment Policy as set out below. For your reference, the Company's existing investment objective and existing Investment Policy are set out in Part III of this document.

The Board is proposing that the Company's investment objective be restated as follows:

"To conduct an orderly realisation of the assets of the Group, to be effected in a manner that seeks to achieve a balance between returning cash to Shareholders promptly and maximising value, while maintaining an income return for so long as the Group continues to own assets which generate sufficient income."

Revised Investment Policy

If Resolution 1 is passed, the Company's existing investment objectives and policy will be replaced and the Company will adopt and adhere to the following amended and restated investment policy, for so long as the Company maintains its listing and is subject to the Listing Rules.

"The Company's investments will be realised in an orderly manner, that is, with a view to achieving a balance between returning cash to Shareholders promptly and maximising value.

The Company may not make any new investments save that: (a) investments may be made to honour existing documented contractual commitments to existing portfolio companies, as appropriate; and (b) realised cash may be invested in line with the Company's cash management policy pending its return to Shareholders in accordance with the Company's investment objective.

Any return of proceeds to the Shareholders will be subject to compliance with any remaining gearing facilities and hedging arrangements, payment of expenses and maintenance of reserves for potential liabilities.

Notwithstanding the requirement to spread investment risk, the Company will continue to comply with all of the requirements of the Listing Rules in order to maintain the Company's admission to the Official List under Chapter 15 of the Listing Rules.

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Cash management

The Company may hold cash on deposit for working capital purposes and pending return to Shareholders and, as well as cash deposits, may invest in cash equivalent investments, which may include government issued treasury bills, money market collective investment schemes, other money market instruments and short-term investments in money market type funds ("Cash and Cash Equivalents"). There is no restriction on the amount of Cash and Cash Equivalents that the Company may hold and there may be times when it is appropriate for the Company to have a significant Cash and Cash Equivalents position."

Any further material change to the revised investment policy would require prior FCA approval and Shareholder approval by an ordinary resolution in accordance with the Listing Rules.

Managed Wind-Down

The revised investment policy will involve a continuing evaluation of the portfolio in order to assess the most appropriate realisation strategy to be pursued in relation to each investment. To this end, the Company has retained PwC as its Corporate Financial Adviser to advise and act on its behalf in the realisation of the Company's portfolio of assets.

The strategy for realising individual investments will be flexible and may need to be altered to reflect changes in the circumstances of a particular investment or in the prevailing market conditions. The Board will meet regularly to review the progress in implementing the Company's revised investment objective and policy and the status of unrealised holdings. Any disposal of assets will be subject to the Board's approval.

Resolution 2

Field Sale

On 31 March 2022, the Group, via TENT Holdings, entered into a facility agreement (which was amended and restated on each of 1 December 2022, 17 May 2023, 26 September 2023 and 23 January 2024) pursuant to which it agreed to provide a debt facility (the "Field Debt Facility") to a subsidiary of Virmati Energy Ltd (trading as "Field"), for the purposes of building a portfolio of four geographically diverse BESS assets in the UK. The total committed Field Debt Facility was for an amount of approximately £46.6 million, carrying a fixed interest rate. On 26 September 2023, the amount of the Field Debt Facility was reduced to £37 million. To date, an amount of approximately £15.6 million has been drawn under the Field Debt Facility, and TENT Holdings is committed to deploying the remaining balance of the loan (being an amount equal to approximately £21.4 million), by 31 March 2024.

On 5 March 2024 TENT Holdings entered into a deed of novation and assignment with, among others, TPLL ("Field Novation and Assignment Deed") pursuant to which TENT Holdings has conditionally agreed to novate and assign to TPLL all of its rights, title, interests, obligations and benefits under the Field Debt Facility and TPLL has agreed to perform obligations to the borrower under the Field Debt Facility. The consideration payable to TENT Holdings by TPLL pursuant to the Field Novation and Assignment Deed will be the amount drawn under the Field Debt Facility as at the date on which the conditions precedent are satisfied under the terms of the Field Novation and Assignment Deed (the amount drawn as at the date of this Circular is £15.6 million) plus any accrued interest due as at such date, representing the full carrying value of the Field Debt Facility. This amount is payable upon the novation and assignment becoming effective in accordance with the terms of the Field Novation and Assignment Deed. In addition, the Group is required pursuant to the Field Novation and Assignment Deed to deploy the proceeds it receives from the Field Sale to repay an amount equal to approximately £8 million of its Revolving Credit Facility, being the amount of the Revolving Credit Facility that has been drawn by the Group as at the Latest Practicable Date. The Revolving Credit Facility is due to expire in March 2025, but will be repaid and cancelled upon completion of the Field Sale.

The Field Novation and Assignment Deed is subject to certain customary conditions precedent, including the receipt of Shareholder approval being received at the General Meeting for Resolution 2.

The novation and assignment by TENT Holdings pursuant to the Field Novation and Assignment Deed will become effective upon the satisfaction of the conditions precedent contained therein.

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