Last checked at 13 May 2024 12:31
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, NEW ZEALAND OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
13 May 2024
Aquila Energy Efficiency Trust PLC
(the "Company")
Results of General Meeting and Tender Offer
Introduction
Further to the tender offer launched by the Company on 19 April 2024 (the "Tender Offer") for up to 18,561,732 Ordinary Shares, representing approximately 18.6 per cent. of the Company's Issued Ordinary Share Capital, which closed at 1.00 p.m. on 10 May 2024, the Company today announces:
· that 90,231,121 shares were validly tendered pursuant to the Tender Offer; and
· that at the General Meeting of the Company held at 11.30 a.m. today, the special resolution set out in the Notice of General Meeting dated 19 April 2024 authorising the Company to make market purchases pursuant to the Tender Offer was duly passed.
Terms used in this announcement have the same meaning as set out in the Company's circular to Shareholders in respect of the Tender Offer dated 19 April 2024 (the "Circular").
Results of Tender Offer
Qualifying Shareholders who validly tendered a percentage of their Ordinary Shares equal to or less than their Basic Entitlement of 18.6 per cent. have had all tendered Ordinary Shares purchased in full under the Tender Offer.
Following a scale back exercise, Shareholders who validly tendered a percentage of Ordinary Shares greater than their Basic Entitlement have had a number of Ordinary Shares equal to their Basic Entitlement purchased in full plus 1.819193 per cent. of the Ordinary Shares they tendered in excess of their Basic Entitlement, in accordance with the process described in the Circular.
The Company purchased, in aggregate, 18,561,732 Ordinary Shares under the Tender Offer. All successfully tendered Ordinary Shares have been acquired at the Tender Price of 94.28 pence per Ordinary Share.
It is intended that settlement of the Tender Offer will occur on or around 15 May 2024, and that the consideration payable in respect of the Ordinary Shares accepted in the Tender Offer will be despatched to Shareholders who have validly tendered Ordinary Shares through CREST or by cheque (as applicable) as soon as practicable thereafter.
Results of General Meeting
The special resolution proposed at the General Meeting held earlier today to approve the purchase of Ordinary Shares pursuant to the Tender Offer was duly passed without amendment.
The text of the resolution is contained in the Notice of General Meeting dated 19 April 2024, which can be found on the Company's website at https://www.aquila-energy-efficiency-trust.com.
Voting on the resolutions was taken on a poll. The results of the poll were as follows:
Resolution | In favour | Against | Withheld | ||
Votes | % Votes Cast | Votes | % Votes Cast | Votes | |
1 | 55,934,860 | 99.9 | 3,505 | 0.01 | 1,500 |
At the time of the above meeting, the Company's issued share capital consisted of 100,000,000 ordinary shares. The Company held no shares in treasury. Therefore, the total number of ordinary shares with voting rights was 100,000,000. Each ordinary share held entitles the holder to one vote and there are no restrictions on those voting rights. A "Vote withheld" is not a vote in law and is not counted in the calculation of the percentage of shares voted "For" or "Against" a resolution.
Total Voting Rights
In accordance with DTR 5.6.1R, following the repurchase and cancellation of the tendered Ordinary Shares by the Company, the Company's total issued share capital consists of 81,438,268 Shares of £0.01 each. The Company does not hold any Ordinary Shares in treasury.
Accordingly, the total number of Ordinary Shares in the Company, each with equal voting rights, is currently 81,438,268.
This total voting rights figure can be used by shareholders as the denominator for the calculations by which they will determine whether they are required to notify their interest, or a change to their interest, in the Company under the FCA's Disclosure Guidance and Transparency Rules.
For further information, please contact:
Aquila Capital (Investment Adviser) Via Buchanan
| |
Stifel Nicolaus Europe Limited (Corporate Broker) Edward Gibson-Watt, Rajpal Padam, Madison Kominski | 020 7710 7600 |
Buchanan (Financial PR) Charles Ryland, George Beale
| 020 7466 5000 |
Apex Listed Companies Services (UK) Limited (Company Secretary) Sinead van Duuren | 020 3327 9720 |
The Company's LEI is 213800AJ3TY3OJCQQC53
This announcement is not for publication or distribution, directly or indirectly, in or into, or from the United States or any other jurisdiction where to do so would violate the laws in that jurisdiction. This announcement does not constitute or form part of any offer to purchase, or invitation to sell, Ordinary Shares in the United State or any jurisdiction in which such offer or invitation is unlawful. Any failure to comply with these restrictions or requirements may constitute a violation of the securities or other laws of such jurisdiction.
This announcement may contain "forward-looking statements" with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may", "could", "outlook" or other words of similar meaning. By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond the control of the Company. As a result, the actual future financial condition, performance and results of the Company may differ materially from the plans, goals and expectations set forth in any forward-looking statements. Any forward-looking statements made in this announcement by or on behalf of the Company speak only as of the date they are made. The information contained in this announcement is subject to change without notice and except as required by applicable law or regulation, the Company expressly disclaims any obligation or undertaking to publish any updates or revisions to any forward-looking statements contained in this announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statements are based.
Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this announcement.