TIDMUSF TIDMUSFP
RNS Number : 0230D
US Solar Fund PLC
17 October 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF THAT JURISDICTION.
THIS IS AN ANNOUNCEMENT UNDER RULE 2.4 OF THE CITY CODE ON
TAKEOVERS AND MERGERS (THE "TAKEOVER CODE") AND IS NOT AN
ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF
THE TAKEOVER CODE. THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER
WILL BE MADE, NOR AS TO THE TERMS ON WHICH ANY OFFER MIGHT BE
MADE.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR IMMEDIATE
RELEASE.
17 October 2022
US SOLAR FUND PLC
("USF", the "Company")
Strategic Review and Formal Sale Process
Since IPO, US Solar Fund plc (LON:USF (USD) / USFP (GBP)) has
successfully executed its strategy of delivering a sustainable
dividend for shareholders. However, structural challenges in the US
solar sector alongside a recent sustained discount of the share
price to its net asset value have impeded the Company's ability to
grow its asset base. The Board maintains strong conviction in the
value of the Company's assets and its business plan, as well as the
US solar sector; however, given the challenges that the Company
continues to face, the Board has taken the decision to consider all
potential strategic options to maximise shareholder value.
Accordingly, the Board of USF today announces that it is
undertaking a strategic review of the options available to the
Company to maximise value for shareholders (the Strategic Review).
The Board will consider all options available to the Company,
including, but not limited to, a sale of the entire issued, and to
be issued, share capital of the Company which will be conducted
under the framework of a "formal sale process" in accordance with
the Takeover Code, selling the Company's portfolio and returning
funds to shareholders or changing the investment management
arrangements of the Company.
The Board has appointed Jefferies International Limited and
KeyBanc Capital Markets as Joint Financial Advisers, and Cenkos
Securities as Joint Corporate Broker to assist the Company with the
Strategic Review. Jefferies International Limited is acting as Rule
3 adviser to the Company under the Takeover Code.
There is no certainty that any changes will result from the
Strategic Review. The Board will make further announcements in due
course.
Formal Sale Process
The Takeover Panel has agreed that any discussions in relation
to an offer for the Company may be conducted within the context of
a formal sale process under the Takeover Code (as referred to in
Note 2 on Rule 2.6 of the Takeover Code), which will enable
conversations with parties interested in making a proposal to take
place on a confidential basis.
Accordingly, the Takeover Panel has granted a dispensation from
the requirements of Rules 2.4(a), 2.4(b) and 2.6(a) of the Takeover
Code such that any interested party participating in the formal
sale process will not be required to be publicly identified as a
result of this announcement and will not be subject to the 28 day
deadline referred to in Rule 2.6(a) of the Takeover Code for so
long as it is participating in the formal sale process. Following
this announcement, the Company is now considered to be in an "offer
period" as defined in the Takeover Code, and the dealing disclosure
requirements as set out below will apply.
The Company is not in receipt of any approach, nor in any
discussions with any potential offeror, at the time of this
announcement.
Parties interested in submitting an expression of interest or
any other proposal relating to any strategic option for the
business should contact USF's Joint Financial Adviser, Jefferies,
using the contact details below. It is currently expected that any
party interested in submitting any form of proposal for
consideration in connection with the Strategic Review (including
within the formal sale process) will, at the appropriate time,
enter into a non-disclosure agreement and standstill arrangement
with the Company on terms satisfactory to the Board and on the same
terms, in all material respects, as other interested parties before
being permitted to participate in the process. The Company then
intends to provide such interested parties with certain information
on its business, following which interested parties shall be
invited to submit their proposals to Jefferies. The Company will
update the market in due course regarding timings for the formal
sale process.
The Board of USF reserves the right to alter any aspect of the
process as outlined above or to terminate the process at any time
and, in such cases, will make an announcement as appropriate. The
Board of USF also reserves the right to reject any approach or
terminate discussions with any interested party at any time.
Shareholders are advised that this announcement does not
represent a firm intention by any party to make an offer under Rule
2.7 of the Takeover Code and there can be no certainty that any
offers will be made as a result of the formal sale process, that
any sale or other transaction will be concluded, nor as to the
terms on which any offer or other transaction may be made.
The person responsible for arranging the release of this
announcement on behalf of the Company is Susan Fadil of JTC (UK)
Limited, Company Secretary. For further information, please
contact:
Jefferies International Limited
(Joint Financial
Adviser and Joint Corporate Broker)
Stuart Klein
Lorna Shearin
Paul Bundred +44 20 7029 8000
KeyBanc Capital Markets (Joint Financial
Adviser)
Timothy Beach
Aaron Klein
Bill Chamberlin +1 415 659 0946
Cenkos Securities plc (Joint Corporate
Broker)
James King
Tunga Chigovanyika
Will Talkington +44 20 7397 8900
KL Communications +44 20 3995 6673
Charles Gorman
Charlotte Francis
Millie Steyn
About US Solar Fund plc
US Solar Fund plc, established in 2019, listed on the premium
segment of the London Stock Exchange in April 2019. The Company's
investment objective is to provide investors with attractive and
sustainable dividends with an element of capital growth by owning
and operating solar power assets in North America and other OECD
countries in the America.
The solar power assets that the Company acquires or constructs
are expected to have an asset life of at least 30 years and
generate stable and uncorrelated cashflows by selling electricity
to creditworthy offtakers under long-term power purchase agreements
(or PPAs). The Company's portfolio consists of 42 operational solar
projects with a total capacity of 543MW DC , all located in the
United States.
About the Investment Manager
US Solar Fund plc is managed by New Energy Solar Manager Pty
Limited, which also manages Australian Securities Exchange
(ASX)-listed New Energy Solar (www.newenergysolar.com.au).
Combined, USF and New Energy Solar have invested approximately
US$1.3 billion in 57 projects totaling 1.2 GW DC .
NESM is owned by E&P Funds, the funds management division of
E&P Financial Group, an ASX listed company (ASX: EP1) with over
A$20 billion of funds under advice.
Other Notices
Jefferies International Limited, which is authorised and
regulated in the UK by the FCA, is acting exclusively for USF and
no one else in connection with the Strategic Review and shall not
be responsible to anyone other than USF for providing the
protections afforded to clients of Jefferies, nor for providing
advice in connection with the Strategic Review or any matter
referred to herein. Neither Jefferies nor any of its affiliates
(nor any of its or their respective directors, officers, employees,
representatives or agents) owes or accepts any duty, liability or
responsibility whatsoever (whether direct, indirect, consequential,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Jefferies in connection with the
Strategic Review, this announcement, any statement contained herein
or otherwise.
KeyBanc Capital Markets is a trade name under which corporate
and investment banking products and services of KeyCorp and its
subsidiaries, KeyBanc Capital Markets Inc., Member NYSE/FINRA/SIPC,
and KeyBank National Association ("KeyBank N.A."), are marketed.
Securities products and services are offered by KeyBanc Capital
Markets Inc. and by its licensed securities representatives.
Banking products and services are offered by KeyBank N.A.
Cenkos Securities plc, which is authorised and regulated in the
UK by the FCA, is acting exclusively for USF and no one else in
connection with the Strategic Review and shall not be responsible
to anyone other than USF for providing the protections afforded to
clients of Cenkos Securities plc, nor for providing advice in
connection with the Strategic Review or any matter referred to
herein. Neither Cenkos Securities plc nor any of its affiliates
(nor any of its or their respective directors, officers, employees,
representatives or agents) owes or accepts any duty, liability or
responsibility whatsoever (whether direct, indirect, consequential,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Cenkos Securities plc in connection
with the Strategic Review, this announcement, any statement
contained herein or otherwise.
This announcement is not intended to, and does not, constitute
or form part of any offer, invitation or the solicitation of an
offer to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, any securities whether pursuant to this
announcement or otherwise.
The distribution of this announcement in jurisdictions outside
the United Kingdom may be restricted by law and therefore persons
into whose possession this announcement comes should inform
themselves about, and observe, such restrictions. Any failure to
comply with the restrictions may constitute a violation of the
securities law or any such jurisdiction.
Disclosure Requirements of the Takeover Code Dealing Disclosure
Requirements
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any securities exchange offeror. A
Dealing Disclosure must contain details of the dealing concerned
and of the persons interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s), save to the
extent that these details have previously been disclosed under Rule
8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies
must be made by no later than 3.30 pm (London time) on the business
day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Publication on a website
In accordance with Rule 26.1 of the Takeover Code, a copy of
this announcement will, subject to certain restrictions relating to
persons resident in restricted jurisdictions, be available on the
Company's website at https://www.ussolarfund.co.uk/investor-centre
no later than 12 noon (London time) on the business day following
the date of this announcement. Neither the content of any website
referred to in this announcement nor the content of any website
accessible from hyperlinks is incorporated into, or forms part of,
this announcement.
Rule 2.9 of the Takeover Code
In accordance with Rule 2.9 of the Code, the Company confirms
that it has in issue 332,192,361 ordinary shares of USD 0.01 each
in the capital of the Company, The International Securities
Identification Number for these is GB00BJCWFX49. The Company holds
no ordinary shares in treasury.
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