THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT
FOR PUBLICATION, RELEASE, OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN, OR INTO, THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC
OF SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BE
UNLAWFUL OR TO U.S. PERSONS. THE INFORMATION CONTAINED
HEREIN DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER TO ISSUE OR
SELL, OR ANY SOLICITATION OF ANY OFFER TO SUBSCRIBE OR PURCHASE,
ANY INVESTMENTS IN ANY JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE
INFORMATION.
For immediate
release
10 May
2024
Aquila European Renewables
plc
Company
Update
Aquila European Renewables plc
("AERI" or the "Company") announced on 22 December 2023, that it
was considering broader options for the future of the Company,
including the possible combination with another listed investment
company by way of a section 110 scheme of reconstruction under the
Insolvency Act 1986 (the "Section 110 Review"). The Board of AERI
(the "Board") announced on 26 February 2024, that following the
receipt and review of a number of indications of interest in a
section 110 combination, a process of mutual due diligence with
multiple interested parties had commenced.
Through the Section 110 Review, the
Board received indicative non-binding section 110 offers from
Octopus Renewables Infrastructure Trust plc and two other
investment companies. Each indicative offer proposed the issue of
newly issued shares of the listed investment company offeror as
consideration and one indicative offer included a cash exit
facility of up to 10% of the total consideration. On the basis of a
NAV for NAV exchange, each of the three indicative offers
represented an implied look through value ranging from a small
premium to a discount to the current AERI share price.
Following the FY23 annual results,
feedback on the Section 110 Review has been received from
shareholders representing a majority of the total voting rights of
the Company. Shareholders representing more than 25% of the total
voting rights of the Company, sufficient to block a potential
shareholder vote on a section 110 combination, indicated that they
are not supportive of a section 110 combination of AERI with
another listed investment company.
Alongside the shareholder feedback,
the Board has taken into account the discount to NAV that the
listed investment company renewables sector is currently trading on
and believes that at this time, a section 110 combination with
another listed investment company is not value enhancing when
weighed against the other potential options open to the Company.
The Board is also mindful of the additional financial costs that it
would incur in running the Section 110 Review to its conclusion.
The Board has therefore decided to terminate the Section 110
Review.
In light of market conditions and
shareholder feedback, the Board and its advisers continue to
progress the review of broader options including:
· a
wind-down of the Company with an orderly realisation of its assets
over a period of time;
· a
potential sale of some or all of the assets of the Company for
cash; and
· the
potential continuation of the Company in its present form in
accordance with its current investment policy delivered by Aquila
Capital Investmentgesellschaft, the Company's investment
adviser.
The Board expects to provide a
further update before the end of Q2 2024. Notwithstanding the
outcome of the ongoing review of broader options, the Board notes
its commitment to hold a vote on the Company's continuation at a
shareholder meeting expected to be held in September
2024.
Enquiries:
Deutsche Numis (Financial Adviser and
Broker)
David
Benda
+44 (0) 20 7260 1000
Stuart Ord
George
Shiel
Inside
Information
The information contained within
this announcement is deemed by Aquila European Renewables
plc to constitute inside information as stipulated under the
Market Abuse Regulations (EU) No.596/2014 (as it forms part of UK
domestic law by virtue of the European Union (Withdrawal)
Act 2018). On the publication of this announcement via
a Regulatory Information Service, such information is now
considered to be in the public domain.
The person responsible for making
this announcement is Jennifer Thompson of Apex
Listed Companies Services (UK) Limited, the Company
Secretary.
Further
information
Numis Securities Limited ("Deutsche
Numis"), which is authorised and regulated in the United Kingdom by
the Financial Conduct Authority, is acting exclusively for AERI and
no one else in connection with the matters set out in this
announcement and will not regard any other person as its client in
relation to the matters in this announcement and will not be
responsible to anyone other than AERI for providing the protections
afforded to clients of Deutsche Numis, nor for providing advice in
relation to any matter referred to herein. Neither Deutsche Numis
nor any of its affiliates (nor any of their respective directors,
officers, employees or agents), owes or accepts any duty, liability
or responsibility whatsoever (whether direct or indirect, whether
in contract, in tort, under statute or otherwise) to any person who
is not a client of Deutsche Numis in connection with 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.
LEI: 213800UKH1TZIC9ZRP41