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THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR IMMEDIATE RELEASE
12 May 2023
US Solar Fund PLC
("USF", the "Company")
Strategic Review Update
In October 2022, the Board of USF announced that it was undertaking a strategic review of the options available to the Company to maximise value for shareholders (the "Strategic Review"). This was primarily due to structural challenges in the US solar sector alongside a sustained discount in its share price relative to its underlying net asset value.
The Strategic Review included the following potential options: (i) a sale of the Company's portfolio of assets and return of funds to shareholders (the "Asset Sale"); (ii) a sale of the entire issued, and to be issued, share capital of the Company (the "PLC Sale"); and (iii) a change of the investment management arrangements of the Company (the "Investment Manager Change").
Following initial engagement with a number of interested parties, the Board received indicative proposals for the Asset Sale, PLC Sale and Investment Manager Change proposals at the end of February 2023. Following a detailed review of these indicative proposals, the Board invited a select number of interested parties to undertake further due diligence.
Given the current challenging market conditions in the US, the Board has yet to receive any formal Asset Sale proposals that it considers to be in the best interests of its shareholders. The Board and its advisers are continuing discussions with interested parties regarding the Asset Sale, however there is no certainty that such discussions will result in any proposals that it considers acceptable ultimately being forthcoming.
The Board also remains in active discussions with potentially interested parties pursuant to the Investment Manager Change.
The Company has recently received a possible all share offer pursuant to the PLC Sale (the "Possible All Share Offer") which was at a significant discount to the latest reported NAV. Having carefully reviewed the Possible All Share Offer, together with its financial advisors, and having consulted with certain of its major shareholders, the Board has unanimously rejected the Possible All Share Offer.
The Company is no longer in receipt of any possible offers for the issued and to be issued share capital of the Company and the Board of USF has accordingly decided to terminate the Formal Sale Process under the City Code on Takeovers and Mergers (the "Code"). As such, the Company has ceased to be in an "offer period" as defined in the Code and the requirement to make disclosures under Rule 8 of the Code has now ceased.
A further announcement will be made when appropriate.
| 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 41 5659 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 | |
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. 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.
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