Jade Power Trust (“
Jade Power” or the
“
Trust”) (TSXV: JPWR.UN) is pleased to announce
that the special meeting (the “
Meeting”) of
holders (“
Unitholders”) of units
(“
Units”) in the capital of the Trust to approve,
among other items, the previously announced proposed sale of all of
the Trust’s renewable energy operating assets (the “
Sale
Transaction”) pursuant to the terms of a share sale
purchase agreement (the “
Purchase Agreement”)
dated September 1, 2022 entered into among the Trust’s
administrator, Jade Power Administrator Inc. (the
“
Administrator”), certain of the Trust’s
subsidiaries and Enery Power Holding GmbH
(“
Enery”) will be held virtually on October 20,
2022. The record date for Unitholders entitled to vote at the
Meeting is September 19, 2022. Please see the news release of the
Trust dated September 1, 2022 for a comprehensive description of
the Sale Transaction and Purchase Agreement.
Update on Initial Special Distribution
Amount
As previously announced, it is the intention of
the Trust to distribute all of the net proceeds received from the
Sale Transaction, together with any existing working capital less
certain necessary holdbacks for tax and operating and maintenance
expenses of the Trust, to Unitholders in three or more special
distributions (each, a “Special Distribution”).
The Trust is pleased to announce that it now expects the initial
Special Distribution amount to be approximately CDN$3.16 per Unit1,
as compared to the CDN$3.03 per Unit previously announced on
September 1, 2022. Notwithstanding the anticipated increase to the
initial Special Distribution amount, the Trust does not expect the
aggregate value of all Special Distributions payable to Unitholders
in connection with the Sale Transaction to materially deviate from
the previously announced CDN$3.40 per Unit, assuming the release to
Jade Power of the entirety of the Euro 4.0 million indemnity escrow
amount (the “Escrow Amount”) to be held in escrow
at closing pursuant to the terms of the Purchase Agreement. The
Trust will announce the exact value of the initial Special
Distribution in a news release (the “Closing News
Release”) upon closing of the Sale Transaction.
The Closing News Release will also confirm the
record date to determine the Unitholders entitled to receive the
Special Distributions, which shall be set by the board of directors
of Administrator upon closing of the Sale Transaction and is
currently anticipated to be set at such date that is five trading
days following the closing of the Sale Transaction. As the expected
value of the initial Special Distribution will be greater than 25%
of the value of the Units on the date the initial Special
Distribution is declared, the payment of the initial Special
Distribution is expected to be subject to compliance with the “due
bill” trading requirements of the TSX Venture Exchange (the
“TSXV”) under TSXV Policy 3.2. Additional details
relating to due bill trading will be included in the Closing News
Release.
A copy of the Purchase Agreement is available at
www.sedar.com and a copy of the management information circular
(the “Circular”) relating to the Meeting is
expected to be mailed to Unitholders and available at www.sedar.com
on or about September 28, 2022. Unitholders are urged to read the
Circular and the other relevant materials when they become
available, as such materials will contain important information
regarding the Sale Transaction.
For further information, please
contact:
Ravi SoodChairman+1
647-987-7663rsood@jadepower.com |
J. Colter EadieChief Executive Officer+40 736-372-724
jceadie@jadepower.com |
Betty SoaresChief Financial
Officer+1 416-803-6760bsoares@jadepower.com |
About Jade Power
The Trust, through its direct and indirect
subsidiaries in Canada, the Netherlands and Romania, has been
formed to acquire interests in renewable energy assets in Romania,
other countries in Europe and abroad that can provide stable cash
flow to the Trust and a suitable risk-adjusted return on
investment. The Trust intends to qualify as a “mutual fund trust”
under the Income Tax Act (Canada) (the “Tax Act”). The
Trust will not be a “SIFT trust” (as defined in the Tax Act),
provided that the Trust complies at all times with its investment
restriction which precludes the Trust from holding any
“non-portfolio property” (as defined in the Tax Act). All material
information about the Trust may be found under Jade Power's issuer
profile at www.sedar.com.
Forward-Looking Statements
Statements in this press release contain
forward-looking information. Such forward-looking information may
be identified by words such as “anticipates”, “plans”, “proposes”,
“estimates”, “intends”, “expects”, “believes”, “may” and “will”.
The forward-looking statements included in this press release,
including statements regarding the Sale Transaction, the receipt of
necessary Unitholder and TSXV approvals and satisfaction of other
closing conditions, the anticipated timing of the special meeting
of Unitholders to approve the Sale Transaction, the release of the
Indemnity Escrow Amount and the ultimate quantum and timing of the
Special Distributions payable to Unitholders upon closing of the
Sale Transaction and the timing of the delisting of the Units from
the TSXV.
In respect of the forward-looking statements and
information included in this press release, the Trust has provided
such in reliance on certain assumptions that it believes are
reasonable at this time, including assumptions as to the timing of
the mailing of the Circular relating to the Meeting to consider the
Sale Transaction, the timing of such Unitholder meeting, the
ability of the parties to the Purchase Agreement to receive, in a
timely manner and on satisfactory terms, necessary approvals to
complete the Sale Transaction, the ability of such parties to
satisfy, in a timely manner, the other conditions to the closing of
the Sale Transaction, the ability of the Trust to manage the risks
(economic, operational, financial, and other risks) associated with
the COVID-19 pandemic and ongoing Russia-Ukraine conflict.
Accordingly, readers should not place undue reliance on the
forward-looking statements and information contained in this news
release.
Forward-looking statements necessarily involve
known and unknown risks and uncertainties, many of which are beyond
the Trust’s control. Such risks and uncertainties include but are
not limited to: the risk that the Sale Transaction may not be
completed on a timely basis, or at all; risks that the conditions
to the consummation of the Sale Transaction may not be satisfied;
the risk that the Sale Transaction may involve unexpected costs,
liabilities or delays; the risk that, prior to the completion of
the Sale Transaction, the Trust’s business may experience
significant disruptions, including loss of customers or employees,
due to transaction-related uncertainty or other factors; the
possible occurrence of an event, change or other circumstance that
could result in termination of the Sale Transaction; risks that the
Sale Transaction may have a negative impact on the market price and
liquidity of the Units; risks related to the diversion of
management’s attention from the Trust’s ongoing business
operations; risks relating to the failure to obtain necessary
Unitholder and TSXV approvals; risks related to the Trust’s
strategy going forward; risks related to the COVID-19 pandemic and
ongoing Russia-Ukraine conflict; foreign exchange risk; risks
related to the potential loss of the Trust’s status as a “mutual
fund trust” following the Special Distributions; and other risks
inherent to completing a cross-border transaction of this nature.
Further, failure to obtain the requisite approvals or the failure
of the parties to otherwise satisfy the conditions to or complete
the Sale Transaction, may result in the Sale Transaction not being
completed on the proposed terms, or at all. In addition, if the
Sale Transaction is not completed, and the Trust’s business
continues in its current form, the announcement of the Sale
Transaction and the dedication of substantial resources of the
Trust to the completion of the Sale Transaction could have a
material adverse impact on the Trust’s unit price, its current
business relationships (including with future and prospective
employees, customers and partners) and on the current and future
operations, financial condition and prospects of the Trust. When
relying on forward-looking statements to make decisions, investors
and others should carefully consider the foregoing factors and
other uncertainties and potential events. Readers are cautioned
that the foregoing list of factors is not exhaustive.
Details of additional risk factors relating to
the Trust and its business, generally, are discussed under the
heading “Business Risks and Uncertainties” in the Trust's annual
Management's Discussion & Analysis for the year ended December
31, 2021, a copy of which is available on Jade Power's SEDAR
profile at www.sedar.com. These statements speak only as of
the date of this press release. Except as otherwise required by
applicable securities statutes or regulation, Jade Power expressly
disclaims any intent or obligation to update publicly
forward-looking information, whether as a result of new
information, future events or otherwise.
Neither the TSXV nor its regulation
services provider (as that term is defined in the policies of the
TSXV) accepts responsibility for the adequacy or accuracy of this
release.
1 As the purchase price payable pursuant to
the Purchase Agreement is denoted in Euros, the CDN$ references in
this press release assume a Euro / CDN$ exchange rate of 1:1.32
based on the Bank of Canada exchange rate as at August 31,
2022.
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