Last checked at 
1 Dec 2022 08:29
1 December 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
US SOLAR FUND PLC
("USF", the "Company")
Change of Investment Manager personnel
On 17th October 2022 the Board of Directors of USF (the "Board") announced that it is undertaking a strategic review of the options available to the Company to maximise value for shareholders (the Strategic Review).
Following the announcement of the Strategic Review, the Board has been in ongoing discussions with the Company's investment manager, New Energy Solar Manager Pty Limited (NESM) with respect to its continuing obligations and transition arrangements. As part of these discussions, NESM has indicated that it has established incentivisation arrangements with key employees to encourage them to remain with NESM during the period while the Strategic Review is being conducted. The cost of these arrangements will be borne by NESM and will not result in any incremental cost to USF.
Notwithstanding these incentivisation arrangements, NESM has informed the Board of the following changes to its key personnel:
● | Liam Thomas will continue to lead the Strategic Review process however will cease being an employee of E&P Financial Group Pty Limited (E&P), NESM's parent company, from 31 December 2022. After this date, Liam will be retained as a consultant to E&P and will devote 25% of his time to USF and the Strategic Review; |
● | Adam Haughton will be leaving NESM in December to pursue an alternative career opportunity; |
● | Bert Snarr has been promoted to Director at NESM and will serve as the commercial lead on the Strategic Review. Prior to joining NESM, Bert worked at Bank of America Merrill Lynch across a variety of M&A and corporate finance transactions. An appropriate remuneration and retention package has been put in place by NESM to reflect Bert's role; and |
● | Brian Disler, formerly general counsel of E&P's US operations, will provide management oversight and support as well as legal expertise during any forthcoming negotiations with third parties participating in the Strategic Review. |
The Company's asset management arrangements will remain unaffected and all activities with respect to operations and maintenance (O&M) and asset management will continue to be undertaken by the existing third-party operators. The Board is confident that these developments will not impact the operational performance of USF's assets and that the remaining NESM team, with additional support from NESM's existing advisers and consultants, will be able to continue effectively managing and monitoring the performance of all third-party O&M Contractors.
The Board confirms that the Strategic Review process is well advanced and the Board currently expects to advise shareholders of the outcome of the process in Q1 2023.
Commenting on today's announcement, Gill Nott, Chairman, said:
"Following the announcement of our Strategic Review, the Board is sympathetic to the decision of both Liam and Adam to each separately pursue other career opportunities beyond NESM. We are grateful to Liam for agreeing a contractual commitment with his new employer to continue to lead the Strategic Review process. The Board remains fully committed to the Strategic Review process and is entirely focused on delivering a successful outcome that maximises value for all our shareholders as soon as practically possible. The Board would like to wish both Liam and Adam well in their new endeavours and thank them for their commitment to USF since its IPO"
Jefferies International Limited (Joint Financial Adviser and Joint Corporate Broker) Stuart Klein Lorna Shearin Paul Bundred
| +44 20 7029 8000
|
KeyBanc Capital Markets (Joint Financial Adviser) Timothy Beach Aaron Klein Bill Chamberlin
| +1 415 659 0946
|
Cenkos Securities plc (Joint Corporate Broker) James King Tunga Chigovanyika Will Talkington | +44 20 7397 8900
|
KL Communications | +44 20 3995 6673 |
Charles Gorman Charlotte Francis Millie Steyn |
The person responsible for arranging the release of this announcement on behalf of the Company is Susan Fadil of JTC (UK) Limited, Company Secretary.
About US Solar Fund plc
US Solar Fund plc, established in 2019, listed on the premium segment of the London Stock Exchange in April 2019. The Company's investment objective is to provide investors with attractive and sustainable dividends with an element of capital growth by owning and operating solar power assets in North America and other OECD countries in the America.
The solar power assets that the Company acquires or constructs are expected to have an asset life of at least 30 years and generate stable and uncorrelated cashflows by selling electricity to creditworthy offtakers under long-term power purchase agreements (or PPAs). The Company's portfolio consists of 42 operational solar projects with a total capacity of 543MWDC, all located in the United States.
About the Investment Manager
US Solar Fund plc is managed by New Energy Solar Manager Pty Limited, which also manages Australian Securities Exchange (ASX)-listed New Energy Solar (www.newenergysolar.com.au). Combined, USF and New Energy Solar have invested approximately US$1.3 billion in 57 projects totaling 1.2 GWDC .
NESM is owned by E&P Funds, the funds management division of E&P Financial Group, an ASX listed company (ASX: EP1) with over A$20 billion of funds under advice.
Other Notices
Jefferies International Limited, which is authorised and regulated in the UK by the FCA, is acting exclusively for USF and no one else in connection with the Strategic Review and shall not be responsible to anyone other than USF for providing the protections afforded to clients of Jefferies, nor for providing advice in connection with the Strategic Review or any matter referred to herein. Neither Jefferies nor any of its affiliates (nor any of its or their respective directors, officers, employees, representatives or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct, indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Jefferies in connection with the Strategic Review, this announcement, any statement contained herein or otherwise.
KeyBanc Capital Markets is a trade name under which corporate and investment banking products and services of KeyCorp and its subsidiaries, KeyBanc Capital Markets Inc., Member NYSE/FINRA/SIPC, and KeyBank National Association ("KeyBank N.A."), are marketed. Securities products and services are offered by KeyBanc Capital Markets Inc. and by its licensed securities representatives. Banking products and services are offered by KeyBank N.A.
Cenkos Securities plc, which is authorised and regulated in the UK by the FCA, is acting exclusively for USF and no one else in connection with the Strategic Review and shall not be responsible to anyone other than USF for providing the protections afforded to clients of Cenkos Securities plc, nor for providing advice in connection with the Strategic Review or any matter referred to herein. Neither Cenkos Securities plc nor any of its affiliates (nor any of its or their respective directors, officers, employees, representatives or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct, indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Cenkos Securities plc in connection with the Strategic Review, this announcement, any statement contained herein or otherwise.
This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise.
The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law or any such jurisdiction.