Here is a summary of some questions which were raised.
Why is this move happening?
After a period of 20 years during which Triodos Bank established and supported the development of Triodos Renewables it is now clear that Triodos Renewables has reached a stage where it will be able to operate more successfully outside of the increased financial regulations imposed on the banking sector.
Triodos Bank has held an “A” share in Triodos Renewables as a way of ensuring the alignment of the ethos of both organisations and as a way of exercising some control in the event of the activities of Triodos Renewables having a negative impact on the Triodos brand.
Therefore, as Triodos Renewables moves to become more independent of Triodos Bank it is appropriate that the bank relinquishes the “A” share and that Triodos Renewables changes its name to reflect that independence.
It is a great opportunity for Triodos Renewables to continue to flourish and develop as an independent business not constrained by regulations that are more specifically appropriate for the banking sector. With this independence Triodos Renewables will have more flexibility and be able to take advantage of wider opportunities in the sustainable energy sector.
This move will enable Triodos Renewables to continue to allow shareholders to invest and deliver positive impact in the sustainable sector as it has done for many years.
Will this affect the company’s mission, assets and management?
The company’s mission, strategy, ethos, values and assets - including the renewable energy projects it owns – will stay the same. Its management and Board (other than Triodos Bank retiring it Board seat known as Triodos Corporate Officer) will also remain unchanged.
What is the purpose of the resolutions?
Resolution 1: To approve the terms of the off-market share buy back agreement relating to Stichting Triodos Holding’s “A” share - this permits the Triodos Renewables to purchase the “A” share from Stichting Triodos Holdings. The “A” ordinary share gives Stichting Triodos Holdings the right:
- to prevent the passing of any special resolution, any extraordinary resolution, any resolution where special notice is required, or any resolution required to be forwarded to the Registrar of Companies in accordance with the Companies Act, being given such number of votes as necessary to stop such a resolution;
- to appoint or remove a director by being given such number of votes as necessary to pass such a resolution; and
- in all other cases, such numbers of votes as represent 10% of the entire voting rights of the Triodos Renewables.
- A right to receive 10% of the dividends paid by Triodos Renewables.
Following the buy back of the “A” share Triodos Bank will no longer have these rights. When Triodos Renewables was established, Triodos Bank required these rights to govern the direction, ethos and values of the Triodos Renewables. Triodos Bank has never exercised the rights granted by the “A” share and has always supported the management team and board of independent non-executive Directors. Also Triodos Bank has opted not to claim the 10% dividend rights. However, by holding the “A” share Triodos Bank is considered to have a controlling interest in Triodos Renewables. Given increasingly tightening financial regulations, Triodos Bank determined it was not appropriate to have this level of control in Triodos Renewables. The Board and management team of Triodos Renewables are committed to maintaining the values and ethos of Triodos Renewables and will continue to serve the best interests of the shareholders. Triodos Bank has maintained a seat on the Board of Directors as Triodos Corporate Officer. This Board position will retire following the buy back of the “A” share.
Resolution 2: To change the Company’s name from Triodos Renewables to Thrive Renewables - the change in name is required to punctuate the formal independence of Triodos Renewables from the Triodos Group and also, as Triodos Bank will no longer have control over Triodos Renewables via the “A” share, it is inappropriate for Triodos Renewables to continue to use the Triodos name.
Resolution 3: To adopt new Articles of Association - the Articles of Association is a document that describes the purpose of the company, how it is organised and the relationship with its shareholders. The current Articles of Association include the characteristics of the “A” share. As the “A” share is to be bought back and cancelled, the Articles of Association need to be amended. This revision includes a general update to capture changes to the Companies Act and current best practice, and the purpose remains unchanged.
When did this voting take place?
The shareholders voted in favour of all 3 resolutions at a General Meeting on 26 February 2016. There will be a transition period of up to six months where Triodos Bank will continue to provide some support to Thrive Renewables to ensure a smooth transition.
Are there risks relating to the resolutions and the proposed changes?
The resolutions are unanimously recommended by the Directors and considered to be in the best interest of shareholders. The company’s mission, strategy, ethos, values and assets - including the renewable energy projects it owns – will stay the same. Its management and Board (other than Triodos Bank retiring its Board seat known as Triodos Corporate Officer) will also remain unchanged. The Directors have previously presented what they consider to be the key risks of investing in Triodos Renewables in the Annual Reports and the Capital raising documents. The Directors do not consider there to be any additional risks to the business as a result of these resolutions and proposed changes.
Going forwards, what will Triodos Renewables be known as and why does the name need to change?
As of 29 February 2016, the company will now be known as Thrive Renewables to mark its independence from Triodos Bank.
While Triodos Renewables has always been operated independently of Triodos Bank, the existence of the “A” share held by the bank has meant that Triodos Renewables has operated within banking regulations that were never intended to apply to a business such as Triodos Renewables.
One of the functions of the “A” share held by Triodos Bank has been to align ethos and permit some control in the event that activities of Triodos Renewables may adversely impact the Triodos brand name. Consequently relinquishing this “A” share requires a change in the company name.
Will who run Thrive Renewables?
The same Board (except for the resignation of the Triodos Corporate Officer from the Board) and the existing management team will continue to run the company in the best interests of the shareholders. The management team, which formerly worked for Triodos Bank and dedicated their time to Triodos Renewables will, going forwards, be employed directly by Thrive Renewables.
What will the relationship between Thrive Renewables and Triodos Bank be?
The company will maintain strong links to Triodos Bank, both financially as a customer and as part of the wider Triodos community. Triodos Bank has been and continues to be a major lender to our investments. The intention of this debt is to improve long-term returns and increase the impact our shareholder’s funds can make.
Will Triodos Bank invest in Thrive Renewables?
The combination of the buy back of the “A” share and the change in management relationship (with Thrive Renewables employing the team directly) means that Triodos Bank can consider this.
What will change for shareholders of Triodos Renewables?
There will be no practical change for shareholders and other stakeholders. The same dedicated team will continue to run Thrive Renewables.
As a shareholder, do I need to do anything to secure my shares?
There is no need for shareholders to do anything with regards to their existing shareholding.
Will I be issued a new share certificate with the new company name ‘Thrive
Renewables’?
No, your current share certificate remains valid and is proof of your shareholding in the company.
Where will Thrive Renewables be located?
Thrive Renewables will continue to operate from the offices owned by Triodos Bank on Deanery Road in Bristol.
How can shareholders find out more about the change?
More information about the transition can be found online at www.thriverenewables.co.uk. If you need to contact a member of the team, you can email info@thriverenewables.co.uk or telephone 0117 980 9717 .
