27 Jun 2019 07:00
27 June 2019
Leaf Clean Energy Company Final Delaware Chancery Court Judgement in Invenergy Lawsuit
This announcement provides an update to the Company's 17 June 2019 announcement.
As previously announced, the Delaware Supreme Court ("Supreme Court") issued its opinion in Leaf Invenergy Company, LLC v. Invenergy Wind LLC, C.A. No. 308, 2018 (the "Invenergy Lawsuit"), reversing the Delaware Court of Chancery's ("Chancery Court") prior award of US$1 in nominal damages to Leaf as a result of Invenergy Renewables LLC's (formerly known as Invenergy Wind LLC) ("Invenergy") breach of the parties' limited liability company agreement. The Supreme Court held that Leaf was entitled to damages in the full amount of its contractually defined Target Multiple and, therefore, remanded the matter back to the Chancery Court to enter judgement consistent with its decision. On June 14, 2019, the Chancery Court entered its final order and judgement, ordering Invenergy to pay Leaf US$114.5 million plus interest, which had accrued from the 2 May 2019 date of the Supreme Court's ruling, within 10 calendar days of the order.
On June 20, 2019, pursuant to the Chancery Court's final order and judgement, Leaf received a payment from Invenergy in the amount of US$107.2 million, representing the US$114.5 million amount owed on 2 May 2019, plus US$1.3 million of additional interest through 20 June 2019, less US$8.6 million of mandatory tax withholding. Concurrently with the provisioning of the aforementioned payment, Invenergy notified Leaf by letter that it intends to appeal the final order and judgement. As of today, no appeal has been filed. Leaf believes that an appeal would lack merit and be frivolous. In anticipation of what the board hopes will be a speedy resolution of what it believes would be yet another attempt by Invenergy to avoid its obligations under the limited liability agreement, and in order to minimize currency risk with respect to what the board expects will be an eventual distribution to the shareholders, the Company has converted a substantial portion of the payment into pounds sterling and currently holds £77.2 million of its cash denominated in GBP.
Invenergy has until 15 July to file any appeal. While the timing for resolving an appeal by Invenergy is uncertain, the board will earnestly endeavor to return capital to shareholders as soon as is practical. The board hopes this will be achieved by the end of 2019.
The Leaf Board will revert to the shareholders on the appeal process and timing when the amounts received from Invenergy will be distributed.
For further information please contact:
Mark Lerdal +1 (415) 264-5096
Leaf Clean Energy Company
Nicholas Wells/Callum Davidson +44 (0) 207 397 8980
Cenkos Securities plc