Us Solar Fund Regulatory News (USF)

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 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.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR IMMEDIATE RELEASE.

17 October 2022

US SOLAR FUND PLC

("USF", the "Company")

Strategic Review and Formal Sale Process

Since IPO, US Solar Fund plc (LON:USF (USD) / USFP (GBP)) has successfully executed its strategy of delivering a sustainable dividend for shareholders. However, structural challenges in the US solar sector alongside a recent sustained discount of the share price to its net asset value have impeded the Company's ability to grow its asset base. The Board maintains strong conviction in the value of the Company's assets and its business plan, as well as the US solar sector; however, given the challenges that the Company continues to face, the Board has taken the decision to consider all potential strategic options to maximise shareholder value.

Accordingly, the Board of USF today announces that it is undertaking a strategic review of the options available to the Company to maximise value for shareholders (the Strategic Review). The Board will consider all options available to the Company, including, but not limited to, a sale of the entire issued, and to be issued, share capital of the Company which will be conducted under the framework of a "formal sale process" in accordance with the Takeover Code, selling the Company's portfolio and returning funds to shareholders or changing the investment management arrangements of the Company.

The Board has appointed Jefferies International Limited and KeyBanc Capital Markets as Joint Financial Advisers, and Cenkos Securities as Joint Corporate Broker to assist the Company with the Strategic Review. Jefferies International Limited is acting as Rule 3 adviser to the Company under the Takeover Code.

There is no certainty that any changes will result from the Strategic Review. The Board will make further announcements in due course.

Formal Sale Process

The Takeover Panel has agreed that any discussions in relation to an offer for the Company may be conducted within the context of a formal sale process under the Takeover Code (as referred to in Note 2 on Rule 2.6 of the Takeover Code), which will enable conversations with parties interested in making a proposal to take place on a confidential basis.

Accordingly, the Takeover Panel has granted a dispensation from the requirements of Rules 2.4(a), 2.4(b) and 2.6(a) of the Takeover Code such that any interested party participating in the formal sale process will not be required to be publicly identified as a result of this announcement and will not be subject to the 28 day deadline referred to in Rule 2.6(a) of the Takeover Code for so long as it is participating in the formal sale process. Following this announcement, the Company is now considered to be in an "offer period" as defined in the Takeover Code, and the dealing disclosure requirements as set out below will apply.

The Company is not in receipt of any approach, nor in any discussions with any potential offeror, at the time of this announcement.

Parties interested in submitting an expression of interest or any other proposal relating to any strategic option for the business should contact USF's Joint Financial Adviser, Jefferies, using the contact details below. It is currently expected that any party interested in submitting any form of proposal for consideration in connection with the Strategic Review (including within the formal sale process) will, at the appropriate time, enter into a non-disclosure agreement and standstill arrangement with the Company on terms satisfactory to the Board and on the same terms, in all material respects, as other interested parties before being permitted to participate in the process. The Company then intends to provide such interested parties with certain information on its business, following which interested parties shall be invited to submit their proposals to Jefferies. The Company will update the market in due course regarding timings for the formal sale process.

The Board of USF reserves the right to alter any aspect of the process as outlined above or to terminate the process at any time and, in such cases, will make an announcement as appropriate. The Board of USF also reserves the right to reject any approach or terminate discussions with any interested party at any time.

Shareholders are advised that this announcement does not represent a firm intention by any party to make an offer under Rule 2.7 of the Takeover Code and there can be no certainty that any offers will be made as a result of the formal sale process, that any sale or other transaction will be concluded, nor as to the terms on which any offer or other transaction may be made.

The person responsible for arranging the release of this announcement on behalf of the Company is Susan Fadil of JTC (UK) Limited, Company Secretary. For further information, please contact:

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.

Disclosure Requirements of the Takeover Code Dealing Disclosure Requirements

Under Rule 8.3(a) of the Code, any person who is interested 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 announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested 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 deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the persons interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, 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 deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Publication on a website

In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement will, subject to certain restrictions relating to persons resident in restricted jurisdictions, be available on the Company's website at https://www.ussolarfund.co.uk/investor-centre no later than 12 noon (London time) on the business day following the date of this announcement. Neither the content of any website referred to in this announcement nor the content of any website accessible from hyperlinks is incorporated into, or forms part of, this announcement.

Rule 2.9 of the Takeover Code

In accordance with Rule 2.9 of the Code, the Company confirms that it has in issue 332,192,361 ordinary shares of USD 0.01 each in the capital of the Company, The International Securities Identification Number for these is GB00BJCWFX49. The Company holds no ordinary shares in treasury.