TIDMUSF TIDMUSFP
RNS Number : 2393I
US Solar Fund PLC
01 December 2022
1 December 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 ANNOUNCEMENT CONTAINS INSIDE INFORMATION
US SOLAR FUND PLC
("USF", the "Company")
Change of Investment Manager personnel
On 17(th) October 2022 the Board of Directors of USF (the
"Board") announced that it is undertaking a strategic review of the
options available to the Company to maximise value for shareholders
(the Strategic Review).
Following the announcement of the Strategic Review, the Board
has been in ongoing discussions with the Company's investment
manager, New Energy Solar Manager Pty Limited (NESM) with respect
to its continuing obligations and transition arrangements. As part
of these discussions, NESM has indicated that it has established
incentivisation arrangements with key employees to encourage them
to remain with NESM during the period while the Strategic Review is
being conducted. The cost of these arrangements will be borne by
NESM and will not result in any incremental cost to USF.
Notwithstanding these incentivisation arrangements, NESM has
informed the Board of the following changes to its key
personnel:
-- Liam Thomas will continue to lead the Strategic Review process however
will cease being a n employee of E&P Financial Group Pty Limited
(E&P), NESM's parent company, from 31 December 2022. After this
date, Liam will be retained as a consultant to E&P and will devote
25% of his time to USF and the Strategic Review;
-- Adam Haughton will be leaving NESM in December to pursue an alternative
career opportunity;
-- Bert Snarr has been promoted to Director at NESM and will serve
as the commercial lead on the Strategic Review. Prior to joining
NESM, Bert worked at Bank of America Merrill Lynch across a variety
of M&A and corporate finance transactions. An appropriate remuneration
and retention package has been put in place by NESM to reflect Bert's
role; and
-- Brian Disler, formerly general counsel of E&P's US operations, will
provide management oversight and support as well as legal expertise
during any forthcoming negotiations with third parties participating
in the Strategic Review.
The Company's asset management arrangements will remain
unaffected and all activities with respect to operations and
maintenance (O&M) and asset management will continue to be
undertaken by the existing third-party operators. The Board is
confident that these developments will not impact the operational
performance of USF's assets and that the remaining NESM team, with
additional support from NESM's existing advisers and consultants,
will be able to continue effectively managing and monitoring the
performance of all third-party O&M Contractors.
The Board confirms that the Strategic Review process is well
advanced and the Board currently expects to advise shareholders of
the outcome of the process in Q1 2023.
Commenting on today's announcement, Gill Nott, Chairman,
said:
"Following the announcement of our Strategic Review, the Board
is sympathetic to the decision of both Liam and Adam to each
separately pursue other career opportunities beyond NESM. We are
grateful to Liam for agreeing a contractual commitment with his new
employer to continue to lead the Strategic Review process. The
Board remains fully committed to the Strategic Review process and
is entirely focused on delivering a successful outcome that
maximises value for all our shareholders as soon as practically
possible. The Board would like to wish both Liam and Adam well in
their new endeavours and thank them for their commitment to USF
since its IPO"
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
The person responsible for arranging the release of this
announcement on behalf of the Company is Susan Fadil of JTC (UK)
Limited, Company Secretary.
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.
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the United Kingdom may be restricted by law and therefore persons
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END
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