Last checked at 9 May 2016 07:00
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, WITHIN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION
FOR RELEASE 7am 9 May 2016
Opera Investments plc ("Opera" or the "Company")
Termination of Heads of Terms Agreement regarding potential acquisition (the "Acquisition") of SoloPower Systems Holdings, Inc. ("SoloPower")
Lifting of Suspension of Trading
The Company would like to provide the following update to its shareholders.
Termination of Heads of Terms Agreement
Since July 2015, the Directors of Opera ("the Directors") have worked continuously to complete the Acquisition of SoloPower for the benefit of Opera's shareholders as quickly as possible. SoloPower is a portfolio company of Hudson Clean Energy Partners ("Hudson").
On 18 March 2016, the Directors announced that they had amended the Heads of Terms Agreement with Hudson to allow Hudson the ability to complete a financing of SoloPower without an exclusive requirement to effect the Acquisition at the same time. In addition, the Directors agreed that during the period until 15 May 2016 if a London Listing of SoloPower was required by Hudson, that such a Listing will take place on an exclusive basis with Opera on the original agreed terms.
On 3 May 2016, the Company received notification from Hudson that SoloPower is seeking to fund itself without the requirement for a public offering and London Listing at this time. The Directors therefore announce that the Acquisition will not now proceed and announce that the Heads of Terms Agreement with Hudson has been terminated.
The Directors are sincerely disappointed, especially after the time and effort expended, that the transaction will not proceed. The Directors maintain that it would have been very much in the best interests of Opera's shareholders and have worked as hard as possible to complete the transaction.
Lifting of Suspension of Trading
Due to the size and nature of the Acquisition, it was treated as a reverse takeover for the purposes of the UK Listing Authority's Listing Rules and was to be subject to approval by the Company's shareholders and an associated waiver of rule 9 of the UK Takeover Code required in connection with the issue of the Opera Shares to Hudson. As a consequence, the Company requested a suspension of trading in its ordinary shares until the details of the Acquisition are finalised and the required information is published or the Acquisition is terminated.
As the Acquisition is terminated, the Company has requested that the suspension of the trading of ordinary shares be lifted. It is expected that trading of the Company's ordinary shares will be resumed at 8am on 9 May 2016.
Next Steps
The Directors are determined to continue to pursue and execute the Company's stated investment plan and strategy that was set out at the time of the Company's flotation in April 2015.
For the period since 20 July 2015, Opera has been in a period of exclusivity, meaning that the Company has not been able to engage with alternate acquisition proposals. The Directors will proceed immediately to seek an attractive acquisition opportunity, with the objective of maximising value for Opera shareholders. There are many attractions to Opera for companies or businesses seeking a listing on the London Stock Exchange and given the Company's existing cash resources, the Directors intend to seek to maximise the value of the Company to the benefit of its shareholders in an appropriate acquisition.
The Directors believe that Opera remains well placed in order to create value for the Company.
Paul Dudley commented, "We are very disappointed not to have completed the transaction with Hudson and SoloPower as the opportunity was compelling. That said, market conditions conspired against us for this particular transaction and we respect Hudson's decision to obtain funding through an alternative means to the UK Capital Markets. It is important to highlight that Opera recouped a large tranche of the monies spent on this prolonged Due Diligence process to ensure we retained value on behalf of our shareholders. Furthermore, we are now in a positon to engage with a number of interested parties who had previously expressed an interest in Opera Investments and recognise the value of our Company in terms of cash resources, but also as a Main Market listed special purpose vehicle."
Annual report and accounts
The Company announces that in accordance with LR 14.3.6, a copy of the Annual Report and Accounts for the year ended 31 December 2015 has been forwarded to the FCA for publication through the Document Viewing Facility and accordingly, will be accessible via the National Storage Mechanism website at http://www.morningstar.co.uk/uk/NSM. The Annual Report and Accounts are also available on the Company's website at http://www.operainvestmentsplc.com/company-documents/.
Enquiries:
Opera Investments plc, Paul Dudley, Tel: +44 (0) 20 3551 4872
Buchanan (PR), Ben Romney/Bobby Morse, Tel: +44 (0) 20 7466 5000