TIDMECWO
RNS Number : 2375K
Ecofin Water & Power Opps PLC
19 September 2016
19 September 2016
Ecofin Water & Power Opportunities plc
Allocation of Assets and Reclassification of Shares
Summary
The net asset value of Ecofin Water & Power Opportunities
plc (the "Company" or "EWPO") was 158.02p per EWPO Share on the
Calculation Date, comprising 135.5442p in respect of the liquid
assets to form Ecofin Global Utilities & Infrastructure Trust
plc ("Ecofin Global") and fund the Cash Exit, and 22.4758p in
respect of the illiquid assets to form EF Realisation Company
Limited ("EF Realisation").
A shareholder with 1,000 EWPO Shares who did not elect for the
Cash Exit can expect to receive 1,000 Ecofin Global Shares plus 250
EF Realisation Shares. A shareholder with 1,000 EWPO Shares who
elected for the Cash Exit for their entire holding can expect to
receive GBP965.07 in cash, 288 Ecofin Global Shares plus 250 EF
Realisation Shares.
Allocation of Assets
The net asset value of EWPO as at 6.00 p.m. on 13 September
2016, the Calculation Date, was approximately GBP331.7m (equivalent
to 158.02p per EWPO Share), split between:
-- liquid net assets attributable to Ecofin Global and the Cash
Exit of approximately GBP284.5m; and
-- illiquid net assets attributable to EF Realisation of approximately GBP47.2m.
The GBP284.5m of liquid net assets, equivalent to approximately
135.5442p per EWPO Share, will be allocated between the Cash Exit
and Ecofin Global, subject to the level of elections for the Cash
Exit and the Cash Fund Cap.
The Cash Fund Cap, the maximum size of the Cash Exit, is equal
to 50 per cent. of the net assets of the Company as at the
Calculation Date, resulting in a maximum of GBP165.8m of liquid net
assets being allocated to the Cash Exit. The balance of GBP118.7m
of liquid net assets will be attributed to Ecofin Global.
In summary, assuming the Cash Fund Cap is fully utilised under
the Cash Exit, the net assets of the Company will be allocated as
follows:
Liquidation Amount GBPm % of net % of liquid % of illiquid
Pool assets net assets net assets
---------------- ------------- --------- ------------ --------------
Cash Exit GBP165.8m 50.00% 58.29% 0.0%
---------------- ------------- --------- ------------ --------------
Ecofin Global GBP118.7m 35.77% 41.71% 0.0%
---------------- ------------- --------- ------------ --------------
EF Realisation GBP47.2m 14.23% 0.0% 100.0%
---------------- ------------- --------- ------------ --------------
Total GBP331.7m 100.0% 100.0% 100.0%
---------------- ------------- --------- ------------ --------------
All Shareholders will receive their pro-rata share of the
illiquid net assets of the Company through the issue of one new EF
Realisation Share for every four existing EWPO Shares held.
Shareholders were offered the opportunity to elect for the Cash
Exit, subject to the Cash Fund Cap of GBP165.8m, in lieu of
receiving Ecofin Global Shares on a one-for-one basis. Therefore,
the share capital of the Company will be split between:
-- EWPO Shares that will be entitled to receive 135.5442p per
EWPO Share in cash (subject to valuation changes) pursuant to the
Cash Exit (to be reclassified as EWPO ordinary shares with 'A'
Rights); and
-- EWPO Shares that will be exchanged for Ecofin Global Shares
(with a net asset value of 135.5442p per new Ecofin Global Share as
at the Calculation Date) on a one-for-one basis (to be reclassified
as EWPO ordinary shares with 'B' Rights),
with the maximum number of EWPO Shares being entitled to the
Cash Exit being equal to 58.29 per cent. of the issued share
capital of the Company, reflecting the Cash Fund Cap as a
proportion of the liquid net assets.
Therefore, the Basic Entitlement under the Cash Exit is 58.29
per cent. of each Shareholder's holding in the Company and the
total number of cash elections that will be satisfied pursuant to
the Cash Exit is 122,353,075 EWPO Shares (which at 135.5442p per
EWPO Share equals the Cash Fund Cap of GBP165.8m).
The Cash Exit was oversubscribed with the Company receiving
elections totalling 161,966,442 EWPO Shares and therefore Excess
Elections have been scaled back in accordance with the terms of the
Scheme, with 31.17 per cent. of the Excess Elections being
satisfied. Therefore, for any Shareholder that elected for cash for
all of their EWPO Shares under the Cash Exit, approximately 71.29
per cent. of those EWPO Shares can be expected to be accepted under
the Cash Exit.
Illustrative Effects
By way of illustration only, a Shareholder with 1,000 EWPO
Shares would receive the following depending on the level of
elections made for the Cash Exit:
No election for the Cash Exit:
-- 1,000 Ecofin Global Shares valued at 135.5442p per Ecofin
Global Share as at the Calculation Date; and
-- 250 EF Realisation Shares valued at 89.9119p per EF
Realisation Share as at the Calculation Date.
Election for the Cash Exit for the Basic Entitlement of 582 EWPO
Shares:
-- cash totalling GBP788.87 (i.e. 135.5442p for each of the 582
EWPO Shares elected and accepted under the Cash Exit);
-- 418 Ecofin Global Shares valued at 135.5442p per Ecofin
Global Share as at the Calculation Date; and
-- 250 EF Realisation Shares valued at 89.9199p per EF
Realisation Share as at the Calculation Date.
Election for the Cash Exit for the entire holding of 1,000 EWPO
Shares:
-- cash totalling GBP965.07 (i.e. 135.5442p for 712 EWPO Shares accepted under the Cash Exit);
-- 288 Ecofin Global Shares valued at 135.5442p per Ecofin
Global Share as at the Calculation Date; and
-- 250 EF Realisation Shares valued at 89.9199p per EF
Realisation Share as at the Calculation Date.
Shareholders should note that the valuation of the three asset
pools on 26 September 2016, the EWPO Scheme Effective Date, and the
final amount of cash to be returned to Shareholders (in the week
commencing 3 October 2016), may be impacted by any valuation
changes between the Calculation Date and the EWPO Scheme Effective
Date, the costs associated with the realisation of any assets for
cash, and any Shareholders that dissent from the Scheme. Therefore,
Shareholders may receive more or less than 135.5442p per Share in
cash pursuant to the Cash Exit.
Reclassified Shares
In accordance with the Scheme, EWPO Shares will be reclassified
as follows:
-- Ordinary Shares with "A" rights, being those that have the
right to receive cash and EF Realisation Shares: 122,353,075 EWPO
Shares
-- Ordinary Shares with "B" rights, being those that have the
right to receive Ecofin Global Shares and EF Realisation Shares:
87,542,204 EWPO Shares
The amendment to the listing of the EWPO Shares and commencement
of dealings in the EWPO Reclassified Shares are expected to occur
at 8:00 a.m. on Tuesday 20 September 2016 and the listing and
dealings in the EWPO Reclassified Shares are expected to be
suspended at 7:30 a.m. on Wednesday 21 September 2016, in advance
of the Second General Meeting to be convened later that day.
Zero Dividend Preference Share Roll-over
A total of 3,652,235 Zero Dividend Preference Shares ("ZDP
Shares"), with a redemption value of 160.7p per ZDP Share, elected
to roll over into Ecofin Global. The issue price per new share in
Ecofin Global will be 135.5442p per new Ecofin Global Share and
therefore ZDP Shareholders can expect to receive 1.18559 new Ecofin
Global Shares for every ZDP Share that they elected to roll over
into Ecofin Global.
Therefore, in addition to the 87,542,204 Ecofin Global Shares to
be issued pursuant to the Scheme, a total of 4,330,043 new Ecofin
Global Shares will be issued to ZDP Shareholders, such that the
issued share capital on admission will be 91,872,247 Ecofin Global
Shares, with net assets of approximately GBP124.5m at the issue
price of 135.5442p per Ecofin Global Share.
Defined terms used in this announcement have the meanings given
in the circular published by the Company on 22 August 2016 unless
otherwise defined herein.
Enquiries:
BNP Paribas Secretarial Services
Limited
Susan Gledhill, Company Secretary 020 7410 5971
Winterflood Investment Trusts
Joe Winkley
Neil Langford 020 3100 0000
Ecofin Limited
John Murray
Elspeth Dick 020 7451 2929
This information is provided by RNS
The company news service from the London Stock Exchange
END
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September 19, 2016 10:35 ET (14:35 GMT)
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