Last checked at 
17 Oct 2022 07:00
RNS Number : 0230D US Solar Fun PLC 17 October 2022 160NOT 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.
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THIS IS AN ANNOUNCEMENT UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "TAKEOVER CODE") AND IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE TAKEOVER CODE. THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE, NOR AS TO THE TERMS ON WHICH ANY OFFER MIGHT BE MADE.
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THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR IMMEDIATE RELEASE.
17 October 2022
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US SOLAR FUND PLC
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("USF", the "Company")
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Strategic Review an Formal Sale Process
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Since IPO, US Solar Fun plc (LON:USF (USD) / USFP (GBP)) has successfully execute its strategy of elivering a sustainable ivien for shareholers. However, structural challenges in the US solar sector alongsie a recent sustaine iscount of the share price to its net asset value have impee the Company's ability to grow its asset base. The Boar maintains strong conviction in the value of the Company's assets an its business plan, as well as the US solar sector however, given the challenges that the Company continues to face, the Boar has taken the ecision to consier all potential strategic options to maximise shareholer value.
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Accoringly, the Boar of USF toay announces that it is unertaking a strategic review of the options available to the Company to maximise value for shareholers (the Strategic Review). The Boar will consier all options available to the Company, incluing, but not limite to, a sale of the entire issue, an to be issue, share capital of the Company which will be conucte uner the framework of a "formal sale process" in accorance with the Takeover Coe, selling the Company's portfolio an returning funs to shareholers or changing the investment management arrangements of the Company.
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The Boar has appointe Jefferies International Limite an KeyBanc Capital Markets as Joint Financial Avisers, an Cenkos Securities as Joint Corporate Broker to assist the Company with the Strategic Review. Jefferies International Limite is acting as Rule 3 aviser to the Company uner the Takeover Coe.
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There is no certainty that any changes will result from the Strategic Review. The Boar will make further announcements in ue course.
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Formal Sale Process
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The Takeover Panel has agree that any iscussions in relation to an offer for the Company may be conucte within the context of a formal sale process uner the Takeover Coe (as referre to in Note 2 on Rule 2.6 of the Takeover Coe), which will enable conversations with parties intereste in making a proposal to take place on a confiential basis.
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Accoringly, the Takeover Panel has grante a ispensation from the requirements of Rules 2.4(a), 2.4(b) an 2.6(a) of the Takeover Coe such that any intereste party participating in the formal sale process will not be require to be publicly ientifie as a result of this announcement an will not be subject to the 28 ay ealine referre to in Rule 2.6(a) of the Takeover Coe for so long as it is participating in the formal sale process. Following this announcement, the Company is now consiere to be in an "offer perio" as efine in the Takeover Coe, an the ealing isclosure requirements as set out below will apply.
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The Company is not in receipt of any approach, nor in any iscussions with any potential offeror, at the time of this announcement.
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Parties intereste in submitting an expression of interest or any other proposal relating to any strategic option for the business shoul contact USF's Joint Financial Aviser, Jefferies, using the contact etails below. It is currently expecte that any party intereste in submitting any form of proposal for consieration in connection with the Strategic Review (incluing within the formal sale process) will, at the appropriate time, enter into a non-isclosure agreement an stanstill arrangement with the Company on terms satisfactory to the Boar an on the same terms, in all material respects, as other intereste parties before being permitte to participate in the process. The Company then intens to provie such intereste parties with certain information on its business, following which intereste parties shall be invite to submit their proposals to Jefferies. The Company will upate the market in ue course regaring timings for the formal sale process.
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The Boar of USF reserves the right to alter any aspect of the process as outline above or to terminate the process at any time an, in such cases, will make an announcement as appropriate. The Boar of USF also reserves the right to reject any approach or terminate iscussions with any intereste party at any time.
Shareholers are avise that this announcement oes not represent a firm intention by any party to make an offer uner Rule 2.7 of the Takeover Coe an there can be no certainty that any offers will be mae as a result of the formal sale process, that any sale or other transaction will be conclue, nor as to the terms on which any offer or other transaction may be mae.
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The person responsible for arranging the release of this announcement on behalf of the Company is Susan Fail of JTC (UK) Limite, Company Secretary. For further information, please contact:
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About US Solar Fun plc
US Solar Fun plc, establishe in 2019, liste on the premium segment of the Lonon Stock Exchange in April 2019. The Company's investment objective is to provie investors with attractive an sustainable iviens with an element of capital growth by owning an operating solar power assets in North America an other OECD countries in the America.
The solar power assets that the Company acquires or constructs are expecte to have an asset life of at least 30 years an generate stable an uncorrelate cashflows by selling electricity to creitworthy offtakers uner long-term power purchase agreements (or PPAs). The Company's portfolio consists of 42 operational solar projects with a total capacity of 43MWDC, all locate in the Unite States.
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About the Investment Manager160
US Solar Fun plc is manage by New Energy Solar Manager Pty Limite, which also manages Australian Securities Exchange (ASX)-liste New Energy Solar (www.newenergysolar.com.au). Combine, USF an New Energy Solar have investe approximately US1.3 billion in 7 projects totaling 1.2 GWDC .160
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NESM is owne by EP Funs, the funs management ivision of EP Financial Group, an ASX liste company (ASX: EP1) with over A20 billion of funs uner avice.
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Other Notices
Jefferies International Limite, which is authorise an regulate in the UK by the FCA, is acting exclusively for USF an no one else in connection with the Strategic Review an shall not be responsible to anyone other than USF for proviing the protections affore to clients of Jefferies, nor for proviing avice in connection with the Strategic Review or any matter referre to herein. Neither Jefferies nor any of its affiliates (nor any of its or their respective irectors, officers, employees, representatives or agents) owes or accepts any uty, liability or responsibility whatsoever (whether irect, inirect, consequential, whether in contract, in tort, uner statute or otherwise) to any person who is not a client of Jefferies in connection with the Strategic Review, this announcement, any statement containe herein or otherwise.
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KeyBanc Capital Markets is a trae name uner which corporate an investment banking proucts an services of KeyCorp an its subsiiaries, KeyBanc Capital Markets Inc., Member NYSE/FINRA/SIPC, an KeyBank National Association ("KeyBank N.A."), are markete.160 Securities proucts an services are offere by KeyBanc Capital Markets Inc. an by its license securities representatives.160 Banking proucts an services are offere by KeyBank N.A.
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Cenkos Securities plc, which is authorise an regulate in the UK by the FCA, is acting exclusively for USF an no one else in connection with the Strategic Review an shall not be responsible to anyone other than USF for proviing the protections affore to clients of Cenkos Securities plc, nor for proviing avice in connection with the Strategic Review or any matter referre to herein. Neither Cenkos Securities plc nor any of its affiliates (nor any of its or their respective irectors, officers, employees, representatives or agents) owes or accepts any uty, liability or responsibility whatsoever (whether irect, inirect, consequential, whether in contract, in tort, uner 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 containe herein or otherwise.
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This announcement is not intene to, an oes not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise ispose of, any securities whether pursuant to this announcement or otherwise.
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The istribution of this announcement in jurisictions outsie the Unite Kingom may be restricte by law an therefore persons into whose possession this announcement comes shoul inform themselves about, an observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law or any such jurisiction.
Disclosure Requirements of the Takeover Coe Dealing Disclosure Requirements
Uner Rule 8.3(a) of the Coe, any person who is intereste in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announce that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer perio an, if later, following the announcement in which any securities exchange offeror is first ientifie. An Opening Position Disclosure must contain etails of the person's interests an short positions in, an rights to subscribe for, any relevant securities of each of (i) the offeree company an (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be mae by no later than 3.30 pm (Lonon time) on the 10th business ay following the commencement of the offer perio an, if appropriate, by no later than 3.30 pm (Lonon time) on the 10th business ay following the announcement in which any securities exchange offeror is first ientifie. Relevant persons who eal in the relevant securities of the offeree company or of a securities exchange offeror prior to the ealine for making an Opening Position Disclosure must instea make a Dealing Disclosure.
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Uner Rule 8.3(b) of the Coe, any person who is, or becomes, intereste in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person eals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain etails of the ealing concerne an of the persons interests an short positions in, an rights to subscribe for, any relevant securities of each of (i) the offeree company an (ii) any securities exchange offeror(s), save to the extent that these etails have previously been isclose uner Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be mae by no later than 3.30 pm (Lonon time) on the business ay following the ate of the relevant ealing.
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If two or more persons act together pursuant to an agreement or unerstaning, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be eeme to be a single person for the purpose of Rule 8.3.
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Opening Position Disclosures must also be mae by the offeree company an by any offeror an Dealing Disclosures must also be mae by the offeree company, by any offeror an by any persons acting in concert with any of them (see Rules 8.1, 8.2 an 8.4).
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Details of the offeree an offeror companies in respect of whose relevant securities Opening Position Disclosures an Dealing Disclosures must be mae can be foun in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, incluing etails of the number of relevant securities in issue, when the offer perio commence an when any offeror was first ientifie. You shoul contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any oubt as to whether you are require to make an Opening Position Disclosure or a Dealing Disclosure.
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Publication on a website
In accorance with Rule 26.1 of the Takeover Coe, a copy of this announcement will, subject to certain restrictions relating to persons resient in restricte jurisictions, be available on the Company's website at https://www.ussolarfun.co.uk/investor-centre no later than 12 noon (Lonon time) on the business ay following the ate of this announcement. Neither the content of any website referre to in this announcement nor the content of any website accessible from hyperlinks is incorporate into, or forms part of, this announcement.
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Rule 2.9 of the Takeover Coe
In accorance with Rule 2.9 of the Coe, the Company confirms that it has in issue 332,192,361 orinary shares of USD 0.01 each in the capital of the Company, The International Securities Ientification Number for these is GB00BJCWFX49. The Company hols no orinary shares in treasury.
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