Last checked at 14 Feb 2018 09:57
Trading Emissions PLC
Sale of Italian Solar Asset
Trading Emissions PLC (the "Company") is pleased to announce the sale of its remaining solar operating subsidiary, Solar Energy Italia 1 Srl ("SEI1").
The Company's ultimately wholly owned subsidiary, TEP (Solar Holdings) Limited ("TEPS"), has entered into a quota purchase agreement ("QPA") with NextPower II Italia S.r.l ("NextPower") in respect of the sale of its entire interest in SEI1, comprising an operating ground-mounted solar photovoltaic plan located in Ragusa, Sicily.
The net proceeds from the sale of SEI1, after allowing for transaction and other costs, are estimated to be EUR7.97 million. Under the terms of the QPA, Closing and receipt of the sales proceeds is subject to fulfillment of various conditions precedent usual for this type of transaction, which is expected no later than 31 March 2018. The conditions precedent include receipt of third party approval of change of control of SEI1 and other waivers, the timing and nature of which are outside the control of both TEPS and NextPower.
Under certain specific circumstances, the gross sales proceeds could increase by an additional EUR0.75 million.
The QPA includes terms and conditions customary for a transaction of this type, including warranties and an indemnity in favour of NextPower.
The Company was represented and advised in this transaction by ValeCap S.r.l. and Orrick, Herrington & Sutcliffe LLP.
The Company's financial statements are prepared in accordance with IFRS 10 and all subsidiaries are measured at fair value through profit or loss. As the investments in TEPS and, in turn, SEI1, were not consolidated into the Company's financial statements for the periods ended 30 June 2017 and 31 December 2016, no operating profits or losses were attributed to the Company. The Company disclosed in its annual financial statements for the period ended 30 June 2017 a fair value of its private equity portfolio of GBP9.13 million (equivalent, at that date, to EUR10.41 million). The investments in TEPS and SEI1 comprised part of the Company's private equity portfolio at that date, together with two other subsidiaries, which were sold in August 2017 for aggregate net proceeds of EUR3.0 million.
The net proceeds to be received in due course by TEPS will be remitted in cash to the Company. In accordance with the Company's investment policy, all cash not required to meet operating costs will be distributed to shareholders.
TEPS holds no further interests in Italian operating subsidiaries.
As previously disclosed, following completion of the sale of SEI1 the Board expects to convene a Shareholder meeting to approve a cash distribution and cancel the Company's admission to trading on AIM. Further announcements will be made in due course.
The content of this announcement contains inside information.
Enquires:
FIM Capital Limited +44 (0) 1624 681250
(Philip Scales)
Liberum +44 (0) 20 3100 2222
(Steve Pearce/ Gillian Martin / Henry Freeman)
Market Abuse Regulation
This announcement is released by Trading Emissions plc and contains inside information for the purposes of the Market Abuse Regulation (EU) 596/2014 ("MAR") and is disclosed in accordance with the Company's obligations under Article 17 of MAR. The person who arranged for the release of this announcement on behalf of Trading Emissions plc was Martin Adams, Chairman.
LEI:213800UICZJWUHQCMM72