TIDMUSF TIDMUSFP
RNS Number : 1806Z
US Solar Fund PLC
12 May 2023
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 FOR IMMEDIATE
RELEASE
12 May 2023
US Solar Fund PLC
("USF", the "Company")
Strategic Review Update
In October 2022, the Board of USF announced that it was
undertaking a strategic review of the options available to the
Company to maximise value for shareholders (the "Strategic
Review"). This was primarily due to structural challenges in the US
solar sector alongside a sustained discount in its share price
relative to its underlying net asset value.
The Strategic Review included the following potential options:
(i) a sale of the Company's portfolio of assets and return of funds
to shareholders (the "Asset Sale"); (ii) a sale of the entire
issued, and to be issued, share capital of the Company (the "PLC
Sale"); and (iii) a change of the investment management
arrangements of the Company (the "Investment Manager Change").
Following initial engagement with a number of interested
parties, the Board received indicative proposals for the Asset
Sale, PLC Sale and Investment Manager Change proposals at the end
of February 2023. Following a detailed review of these indicative
proposals, the Board invited a select number of interested parties
to undertake further due diligence.
Given the current challenging market conditions in the US, the
Board has yet to receive any formal Asset Sale proposals that it
considers to be in the best interests of its shareholders. The
Board and its advisers are continuing discussions with interested
parties regarding the Asset Sale, however there is no certainty
that such discussions will result in any proposals that it
considers acceptable ultimately being forthcoming.
The Board also remains in active discussions with potentially
interested parties pursuant to the Investment Manager Change.
The Company has recently received a possible all share offer
pursuant to the PLC Sale (the "Possible All Share Offer") which was
at a significant discount to the latest reported NAV. Having
carefully reviewed the Possible All Share Offer, together with its
financial advisors, and having consulted with certain of its major
shareholders, the Board has unanimously rejected the Possible All
Share Offer.
The Company is no longer in receipt of any possible offers for
the issued and to be issued share capital of the Company and the
Board of USF has accordingly decided to terminate the Formal Sale
Process under the City Code on Takeovers and Mergers (the "Code").
As such, the Company has ceased to be in an "offer period" as
defined in the Code and the requirement to make disclosures under
Rule 8 of the Code has now ceased.
A further announcement will be made when appropriate.
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 41 5659 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. 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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