TIDMUSF TIDMUSFP
RNS Number : 7687R
US Solar Fund PLC
31 October 2023
31 October 2023
US SOLAR FUND PLC
("USF", or the "Company")
Proposed Change of Investment Policy, publication of Circular
and Notice of General Meeting
The Board of directors of USF is pleased to announce it has
published today a circular (the " Circular " ) advising
Shareholders of proposed changes to the Company's investment policy
(the " Investment Policy " ) and providing notice of a general
meeting of Shareholders to approve such changes. The Circular also
contains information pertaining to the use of balance sheet cash
and, further to the Company's announcement on 21 August 2023,
contains details of the terms agreed with a potential new
investment manager ("New Investment Manager"), Amber Infrastructure
Investment Advisor, LLC, a member of the Amber Infrastructure Group
(" Amber ").
Amber's appointment as the New Investment Manager is conditional
on, inter alia, the approval by Shareholders of amendments to the
Investment Policy as contemplated in the Circular. Subject to this
approval, and the satisfaction of the other conditions also set out
in the Circular, Amber will be appointed in place of the current
investment manager, New Energy Solar Manager Pty Limited, to
provide the Company and other members of its group with
discretionary portfolio management and risk management
services.
Background
As previously announced on 17 October 2022, and further
described in the Company's announcement on 12 May 2023, the Company
has undertaken a strategic review of the options available to the
Company to maximise value for its Shareholders (the " Strategic
Review "). As part of this Strategic Review, the Company considered
proposals in relation to: (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 Board did not receive, and does not expect to receive, any
formal Asset Sale or PLC Sale proposals which it considers to be in
the best interests of its Shareholders. As a result, the Board
considers that, at this stage, a change of the investment
management arrangements and the appointment of Amber is in the best
interest of Shareholders.
In the event that the Resolution to be proposed at the General
Meeting is not passed by Shareholders, Amber will not be appointed
as the New Investment Manager. In that scenario, where the new
management arrangements do not take effect, the Directors would
continue considering other proposals for the future of the Company.
However, there is no guarantee that such proposals would deliver a
better outcome for shareholders.
Recommendation
The Board considers that the Proposal is in the best interests
of the Company and its Shareholders as a whole. The Board
recommends that all Shareholders vote in favour of the Resolution,
as the Directors intend to do in respect of their own beneficial
holdings of Shares, including Shares held by persons closely
associated with them, which, in aggregate, amount to 171,429
Shares, representing approximately 0.05 per cent. of the total
voting rights in the Company.
Circular
Unless otherwise defined, capitalised terms used but not defined
in this announcement shall have the meaning given to them in the
Circular.
A copy of the Circular will be made available on the Company's
website at https://www.ussolarfund.co.uk/ and submitted to the
National Storage Mechanism, where it will be available for
inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism .
Resolution
The proposed Resolution is an Ordinary Resolution and will, if
passed, amend the Investment Policy of the Company in the manner
described in the Circular. To become effective, the Resolution must
be approved by a simple majority of the votes cast by Shareholders
who, being entitled to vote, are present in person or by proxy at
the General Meeting.
General Meeting
Formal Notice convening the General Meeting, to be held at The
Scalpel, 18th Floor, 52 Lime Street, London EC3M 7AF at 10 a.m. on
17 November 2023, is set out in the Circular, which includes dates
and sequence of events relating to the implementation of the
Proposal and the full text of the Resolution.
For further information, please contact:
US Solar Fund
Whitney Voute +1 718 230 4329
Cavendish Securities Plc
Tunga Chigovanyika
James King
Will Talkington +44 20 7397 8900
Jefferies International Limited
Stuart Klein
Gaudi Le Roux +44 20 7029 8000
KL Communications +44 20 3995 6673
Charles Gorman
Charlotte Francis
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 Americas.
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 cash flows by selling electricity
to creditworthy off-takers under long-term PPAs. The Company's
portfolio currently consists of 41 operational solar projects with
a total capacity of 443MW(DC) , all located in the United
States.
Further information on the Company can be found on its website
at http://www.ussolarfund.co.uk .
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END
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