TORONTO, Sept. 01, 2022 (GLOBE NEWSWIRE) — Jade Power Trust (“Jade Power” or the “Trust”) (TSXV: JPWR.UN) is pleased to announce that its administrator, Jade Power Administrator Inc., (the “Administrator”) has, on behalf of the Trust, entered into (together with certain subsidiaries of the Trust) a binding share sale agreement (the “Purchase Agreement”) dated September 1, 2022 with Enery Power Holding GmbH (“Enery”), an Austrian-based renewable energy company with operations throughout the Czech Republic, Slovakia and Bulgaria, and an affiliate thereof (the “Purchaser”), to sell all of its renewable energy operating assets (the “Sale Transaction”) pursuant to the terms and conditions set out in the Purchase Agreement. The parties to the Purchase Agreement act at arm’s length.
Purchase Price and Unit Distributions
The purchase price (the “Purchase Price”) under the Purchase Agreement is approximately Euro 71.0 million (approximately CDN$93.7 million1) and is payable in cash at the closing of the Sale Transaction (subject to customary closing adjustments) of which Euro 4.0 million (approximately CDN$5.3 million) (the “Indemnity Escrow Amount”) of the Purchase Price is to be deposited into escrow to cover certain potential claims for a period of (i) up to 180 days following the closing of the Sale Transaction with respect to up to Euro 1.0 million of the Indemnity Escrow Amount; and (ii) up to one (1) year from the closing of the Sale Transaction with respect to the remaining Euro 3.0 million of the Indemnity Escrow Amount.
It is the intention of the Trust to distribute all of the net proceeds received from the Sale Transaction, together with any existing working capital less certain necessary holdbacks for tax and operating and maintenance expenses of the Trust, to the holders (“Unitholders”) of trust units in the capital of the Trust (“Units”) in two or more special distributions (each, a “Special Distribution”). Assuming the release to Jade Power of the Indemnity Escrow Amount in full, the Special Distributions shall be approximately CDN$75.6 million (or Euro 57.3 million), or approximately CDN$3.40 per Unit. Each Special Distribution shall be made to the Unitholders of record as of the closing date of the Sale Transaction. The initial Special Distribution is estimated to be approximately CDN$67.3 million (or Euro 51.0 million), or CDN$3.03 per Unit, and is expected to be made within seven days after the closing of the Sale Transaction. Additional Special Distributions are anticipated to be made at the applicable time that funds are released from the Indemnity Escrow Amount and certain tax and regulatory time limitations have passed.
Attractive Offer for Unitholders
Assuming the release to Jade Power of the Indemnity Escrow Amount in full, the CDN$75.6 million expected value of all Special Distributions represents a premium of approximately 28.3% to the closing price of CDN$2.65 per Unit on the TSX Venture Exchange (the “TSXV”) on August 31, 2022 and a premium of approximately 32.8% to the ten day average closing trading price of CDN$2.56 for the Units on the TSXV for the period ended on August 31, 2022. The fact that the Purchase Price is payable in cash will allow Unitholders to quickly realize value for their investment and provides certainty of value and immediate liquidity.
Additional details relating to the Purchase Price, anticipated value and timing of the Special Distributions and the quantum of applicable transaction expenses and taxes to be paid or withheld prior to the payment of the Special Distributions will be set out in the management information circular of the Trust (the “Circular”) to be mailed to Unitholders in connection with the contemplated special meeting (the “Meeting”) of Unitholders at which Unitholders will be asked to consider and, if thought advisable, approve the Sale Transaction and the delisting (“Delisting”) of the Units from the TSXV following the completion of the Sale Transaction.
Ravi Sood, Executive Chairman of Jade Power, and James Colter Eadie, Chief Executive Officer, jointly commented, “We believe that this Offer affirms Management's vision for value creation and an excellent value for Unitholders. The Offer also represents a substantial premium to the weighted average price of the Trust's units over any timeframe over the past several years.
Having started with no assets in 2014, the Trust utilized a variety of creative financing strategies to acquire hydro, solar and wind assets in the first three years of its operation through seven acquisitions and three equity financings. Today, with this announcement, the Trust has not only achieved a gross consideration more than double the per MW acquisition cost of its final acquisition in 2018; in 48 months, the Trust has gone from a net debt position of more than CDN$96.5 million to, at the time of this announcement, a positive cash position. The Trust has built a solid operating team with proven expertise in emerging market renewable development and operations, and it is profitable and well-capitalized. We believe this transaction is providing Unitholders with liquidity at a compelling valuation. The Trust's Management and Board of Directors are very grateful for the support of Unitholders throughout this journey.”
On the occasion of this milestone, Richard König, CEO and Lukas Nemec, COO of Enery commented: “While we are already developing solar greenfield assets in Romania for three years, this represents the initiation of our green electricity production in the fast growing and dynamic Romanian renewable energy through the acquisition of operational renewable capacity in a diversified mix of wind, solar and hydro generation. As part of the transaction we will sell the mix of diversified renewable energy production via long-term power purchase agreements to key industrial off-takers in Romania, who are securing their long-term electricity needs at a substantial discount to current market prices. We are thankful to our team and our partners for signing this important milestone in a turbulent market environment and look forward to continue to build and increase our presence in the Romanian electricity market.“
Unitholder Approval and Recommendation of the Board and Special Committee
The closing of the Sale Transaction is subject to various conditions, including the approval of the Unitholders pursuant to the terms of the trust indenture of the Trust dated February 4, 2014, as amended and restated from time to time, the approval of the TSXV and the approval of the Romanian Competition Authority and Foreign Direct Investment Authority.
In connection with the consideration of the Sale Transaction, the board of directors (the “Board”) of the Administrator and a special committee (the “Special Committee”) of independent directors of the Administrator formed to consider the Sale Transaction on behalf of the Trust, retained Haywood Securities Inc. (“Haywood”) to act as financial advisor to the Special Committee and the Board and to prepare and deliver to the Special Committee and the Board an opinion as to the fairness, from a financial point of view, of the consideration to be received by the Trust under the Sale Transaction (the “Fairness Opinion”). The Fairness Opinion provided that, as of the date of such opinion, based upon and subject to the assumptions, limitations and qualifications set out therein, the Purchase Price payable by the Purchaser is fair, from a financial point of view, to the Trust.
The members of the Board, after consultation with management and their legal and financial advisors, including Haywood, and following receipt of a unanimous recommendation of the Special Committee, for reasons to be more fully described in the Circular to be mailed to Unitholders in connection with the Sale Transaction and filed on www.sedar.com, have unanimously approved the Sale Transaction and determined that the Sale Transaction is in the best interests of the Trust and recommend that Unitholders vote in favour of the Sale Transaction.
Pursuant to commercial agreements entered into between the Purchaser and RG Renovatio Group Limited (“Renovatio”), the largest Unitholder of the Trust holding approximately 23.5% of the issued and outstanding Units, Renovatio is expected to receive certain payments on closing of the Sale Transaction and subsequent thereto, which agreements are contingent upon completion of the Sale Transaction. Such agreements and payments thereunder constitute a “related party transaction” under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). MI 61-101 provides that, in certain circumstances, where a “related party” (as defined in MI 61-101) of an issuer is entitled to receive a “collateral benefit” (as defined in MI 61-101) in connection with a transaction such as the Sale Transaction, such transaction may be considered a “related party transaction”. The Sale Transaction is exempt from the formal valuation requirements of MI 61-101 given that the Trust’s Units are listed on the TSXV.
The Sale Transaction is subject to the approval of at least 66.6% of the votes cast by Unitholders at the Meeting. Pursuant to MI 61-101 and the rules of the TSXV, the Sale Transaction will also require approval by a majority of votes cast by holders of the Units after excluding the Units owned or controlled by Renovatio. Jade Power has also determined that Mr. Ravi Sood, Executive Chairman of Jade Power, will also be excluded for the purposes of determining if minority approval of the Sale Transaction is obtained as he is entitled to receive a “collateral benefit” pursuant to the provisions of MI 61-101 in connection with the Sale Transaction as a result of his existing change of control payments under his Chairman Agreement and as Mr. Sood owns or exercises control and direction over more than 1% on the Units.
The Delisting is also subject to the approval of at least a majority of the votes cast by Unitholders at the Meeting. Such approvals will be sought at the Meeting which is currently expected to be held in October 2022. As stated, full details of the Sale Transaction, the Delisting and other matters will be set out in the Circular prepared for the Meeting.
Each of the directors and officers of the Administrator have entered into voting support agreements and agreed to vote their Units in favour of the Sale Transaction and Delisting, which Units, in aggregate, represent approximately 3.04% of the issued and outstanding Units.
The Purchase Agreement
Under the terms of the Purchase Agreement, the Purchaser has agreed to acquire all of the operating assets of the Trust through the acquisition from the Trust’s wholly-owned Dutch subsidiaries, being Transeastern Power Cooperatief U.A. and Transeastern Power B.V.. and its wholly-owned Romanian subsidiaries, Transeastern Hidroelectrica Del Ucea SPV I S.R.L. and Transeastern Rott Energy SPV III S.R.L. (collectively, the “Holding Subsidiaries”), of all of the equity interests in the Trust’s operating Romanian subsidiaries, namely Power LIVE One S.A., Rott Energy S.A., Zagra Hidro S.A., Corabia Solar S.A., Holmron Renewable Energy S.A. and East Wind Farm S.R.L (collectively, the “Romanian Operating Subsidiaries”) and to repay the shareholder loans owing to the Trust and/or the Holding Subsidiaries by the Romanian Operating Subsidiaries.
The closing of the Sale Transaction is subject to a number of customary conditions, including with respect to the truth and accuracy of the parties’ representations and warranties and material compliance with their respective covenants. The Purchase Agreement includes customary provisions relating to non-solicitation, subject to customary “fiduciary out” provisions including the Trust’s right to consider and accept unsolicited superior proposals in certain circumstances, subject to a right to match in favor of the Purchaser or the payment to the Purchaser of a ‘break fee’ of Euro 3.5 million (CDN$4,620,000). A termination fee of Euro 3.5 million (CDN$4,620,000) is payable by the Trust to the Purchaser should the Sale Transaction not close in the event that the Trust fails to receive Unitholder approval for the Sale Transaction, while a separate termination fee of Euro 1.0 million (CDN$1,320,000) is payable by the Trust to the Purchaser should the Sale Transaction not close in the event that the Trust fails to obtain conditional approval of the TSXV for the Sale Transaction, in each case before November 30, 2022, which date may be extended to January 15, 2023 in certain circumstances (the “Long Stop Date”). A termination fee of Euro 1.0 million (CDN$1,320,000) is payable by the Purchaser to the Trust should the Sale Transaction not close in the event that the Purchaser fails to receive certain clearances from the applicable Romanian competition authorities prior to the Long Stop Date.
As stated above, contemporaneous with or immediately following the completion of the Sale Transaction, the Trust intends to de-list the Units from trading on the TSXV.
Copies of the Purchase Agreement and the Circular to be mailed to Unitholders in connection with the Sale Transaction will be filed with Canadian securities regulators and will be available at www.sedar.com. Unitholders are urged to read the Circular and the other relevant materials when they become available, as such materials will contain important information regarding the Sale Transaction.
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About Jade Power
The Trust, through its direct and indirect subsidiaries in Canada, the Netherlands and Romania, has been formed to acquire interests in renewable energy assets in Romania, other countries in Europe and abroad that can provide stable cash flow to the Trust and a suitable risk-adjusted return on investment. The Trust intends to qualify as a “mutual fund trust” under the Income Tax Act (Canada) (the “Tax Act”). The Trust will not be a “SIFT trust” (as defined in the Tax Act), provided that the Trust complies at all times with its investment restriction which precludes the Trust from holding any “non-portfolio property” (as defined in the Tax Act). All material information about the Trust may be found under Jade Power's issuer profile at www.sedar.com.
Enery is a young, operations-led renewable energy company founded by Richard König, Lukas Nemec and RP Global. The company is leading the green energy transition in Central Eastern Europe by focusing on the acquisition, development, construction and operation of renewable power plants. Since 2021, the Three Seas Initiative Investment Fund (“3SIIF”) is Enery’s cornerstone investor and is supporting the expansion of Enery’s renewable portfolio. Enery is currently producing almost 200 GWh of clean electricity, supplying almost 60,000 households across the region.
Aird & Berlis LLP, as Canadian counsel, and Wolf Theiss, as Romanian counsel, acted as legal counsel to the Trust and the Administrator. Schoenherr Attorneys At Law acted as legal counsel to Enery and the Purchaser and DLA Piper (Canada) LLP acted as legal counsel to the Special Committee. Haywood served as exclusive financial advisor to the Special Committee and the Board. Unicredit Group served as exclusive M&A advisor to Enery and the Purchaser.
Statements in this press release contain forward-looking information. Such forward-looking information may be identified by words such as “anticipates”, “plans”, “proposes”, “estimates”, “intends”, “expects”, “believes”, “may” and “will”. The forward-looking statements included in this press release, including statements regarding the Sale Transaction, the receipt of necessary Unitholder and TSXV approvals and satisfaction of other closing conditions, the anticipated timing of the special meeting of Unitholders to approve the Sale Transaction, the release of the Indemnity Escrow Amount and the ultimate quantum and timing of the Special Distributions payable to Unitholders upon closing of the Sale Transaction and the timing of the de-listing of the Units from the TSXV.
In respect of the forward-looking statements and information included in this press release, the Trust has provided such in reliance on certain assumptions that it believes are reasonable at this time, including assumptions as to the timing of the mailing of the Circular relating to the special meeting of Unitholders to consider the Sale Transaction, the timing of such Unitholder meeting, the ability of the parties to the Purchase Agreement to receive, in a timely manner and on satisfactory terms, necessary approvals to complete the Sale Transaction, the ability of such parties to satisfy, in a timely manner, the other conditions to the closing of the Sale Transaction, the ability of the Company to manage the risks (economic, operational, financial, and other risks) associated with the COVID-19 pandemic and ongoing Russia-Ukraine conflict. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release.
Forward-looking statements necessarily involve known and unknown risks and uncertainties, many of which are beyond the Trust’s control. Such risks and uncertainties include but are not limited to: the risk that the Sale Transaction may not be completed on a timely basis, or at all; risks that the conditions to the consummation of the Sale Transaction may not be satisfied; the risk that the Sale Transaction may involve unexpected costs, liabilities or delays; the risk that, prior to the completion of the Sale Transaction, the Trust’s business may experience significant disruptions, including loss of customers or employees, due to transaction-related uncertainty or other factors; the possible occurrence of an event, change or other circumstance that could result in termination of the Sale Transaction; risks that the Sale Transaction may have a negative impact on the market price and liquidity of the Units; risks related to the diversion of management’s attention from the Trust’s ongoing business operations; risks relating to the failure to obtain necessary Unitholder and TSXV approvals; risks related to the Company’s strategy going forward; risks related to the COVID-19 pandemic and ongoing Russia-Ukraine conflict; foreign exchange risk; risks related to the potential loss of the Trust’s status as a “mutual fund trust” following the Special Distribution[s]; and other risks inherent to completing a cross-border transaction of this nature. Further, failure to obtain the requisite approvals or the failure of the parties to otherwise satisfy the conditions to or complete the Sale Transaction, may result in the Sale Transaction not being completed on the proposed terms, or at all. In addition, if the Sale Transaction is not completed, and the Trust’s business continues in its current form, the announcement of the Sale Transaction and the dedication of substantial resources of the Trust to the completion of the Sale Transaction could have a material adverse impact on the Trust’s unit price, its current business relationships (including with future and prospective employees, customers and partners) and on the current and future operations, financial condition and prospects of the Trust. When relying on forward-looking statements to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Readers are cautioned that the foregoing list of factors is not exhaustive.
Details of additional risk factors relating to the Trust and its business, generally, are discussed under the heading “Business Risks and Uncertainties” in the Trust's annual Management's Discussion & Analysis for the year ended December 31, 2021, a copy of which is available on Jade Power's SEDAR profile at www.sedar.com. These statements speak only as of the date of this press release. Except as otherwise required by applicable securities statutes or regulation, Jade Power expressly disclaims any intent or obligation to update publicly forward-looking information, whether as a result of new information, future events or otherwise.
Neither the TSXV nor its regulation services provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
1 The Euro / CDN$ exchange rate based used throughout this press release is 1:1.32 and is based on the Bank of Canada exchange rate as at August 31, 2022.