15 Jun 2018 07:00
This announcement contains inside information defined in Article 7 of the EU Market Abuse Regulation No 596/2014 and has been announced in accordance with the Company's obligations under Article 17 of that Regulation.
15 June 2018
Leaf Clean Energy Company
Update on Invenergy Judgement
This announcement provides an update to the Company's 20 April 2018 announcement.
On June 14, 2018, the Delaware Court of Chancery entered its final order and judgment in Leaf Invenergy Company, LLC v. Invenergy Wind LLC, C.A. No. 1830-VCL, awarding Leaf nominal damages of $1 as a result of Invenergy Wind LLC's ("Invenergy") breach of the parties' Third Amended and Restated Limited Liability Company Agreement ("Operating Agreement") by engaging in a defined "Material Partial Sale" without either obtaining Leaf's consent or paying Leaf a contractually defined return on its investment. The trial court's final order also entered judgment in Leaf's favor on Invenergy's counterclaim seeking a declaration that Leaf had breached certain provisions governing Leaf's ability to put its shares, and Invenergy's ability to call those shares, thereby establishing the redemption price to be paid to Leaf in connection with that put/call process at US$50,669,000. The final order and judgment contemplates that, in the event Leaf appeals the trial court's award of nominal damages in its final order and judgment, Invenergy intends to cross-appeal the trial court's determination with respect to its counterclaim and therefore would be obligated to pay Leaf US $36,432,000, representing an amount that Invenergy does not contest is owed to Leaf, within 5 business days of Leaf's notice of appeal and that the remainder of the redemption price would be paid into an interest bearing account controlled by the trial court to be distributed following, and depending on, the appeal.
Also on June 14, 2018, following entry of the trial court's final order and judgment, Leaf filed its notice of appeal to the Delaware Supreme Court. It is anticipated that, consistent with the trial court's final order and judgment, Invenergy will file a notice of cross-appeal. As a result of Leaf's filing of its notice of appeal, Invenergy is obligated to pay Leaf US$36,432,000 on or before June 21, 2018.
Following receipt of this payment from Invenergy, the Leaf Board plans to announce a compulsory redemption of shares with details to be provided at that time."
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