Ecofin U.S. Renewables Infrastructure
Trust PLC
23 December 2024
For immediate release
Ecofin U.S. Renewables
Infrastructure Trust PLC (the Company)
Proposed conditional disposal of distributed solar assets of the
Company
Publication of circular and
notice of general meeting
Following the announcement by the
Company of its proposed conditional disposal of its investments in
US distributed solar assets of the Company (DG Portfolio) and its decision to
pursue a managed wind-down of its business (the Managed Wind-Down) on 13 December 2024,
the Company is pleased to announce that a circular (the
Circular) is expected to be
published today.
The Circular sets out further
details of the Managed Wind-down and the DG Portfolio disposal and
the convening of a general meeting of the Company (the General Meeting), at which an ordinary
resolution to approve the proposed change to the Company's existing
investment policy to facilitate the Managed Wind-Down will be
proposed to shareholders (New
Investment Policy). A copy of the New Investment Policy is
set out in an appendix to this announcement. The New Investment
Policy is, subject to shareholder approval, expected to become
effective on 14 January 2025. In accordance with the UK Listing
Rules, the FCA has approved the New Investment Policy.
The General Meeting of the Company
will be held at the offices of Stifel Nicolaus Europe Limited
located at 150 Cheapside, London, England, EC2V 6ET at 3 p.m. on 14
January 2025. Full information is set out in the
Circular.
The Circular is expected to be made
available to shareholders today and will be available on the
Company's website at: https://rnewfund.com/.
In accordance with the FCA's UKLR 6.4.1R, the Circular has been
submitted to the National Storage Mechanism and will shortly be
available for inspection at: https://data.faca.org.uk/#/nsm/nationalstoragemechanism.
Expected
Timetable
Date of publication of the
Circular
|
|
23 December 2024
|
Latest time and date for receipt of Forms of
Proxy or transmission of CREST Proxy Instructions (as
applicable)
|
|
3 p.m. on 10 January 2025
|
General Meeting
|
|
3 p.m. on 14 January 2025
|
Results of General Meeting announced
|
|
14 January 2025
|
Disposal.
Enquiries
|
|
|
|
Ecofin U.S. Renewables Infrastructure Trust
PLC
Patrick O'Donnell Bourke,
Chair
Brett Miller
|
via the Company Secretary
|
Ecofin Advisors, LLC
Edward
Russell
Eileen Fargis
|
+1 913 981 1020
|
Marathon Capital Markets, LLC (Financial Adviser)
Andrea Rosko (Director, Marketing
& Communications)
|
+1 312 989 1348
|
Apex Listed Companies Services (UK) Limited (Company
Secretary)
|
+44 20 3327 9720
|
Appendix - New Investment
Policy
The full text of the
proposed New Investment Policy is set out below:
"Investment objective
Ecofin U.S. Renewables
Infrastructure Trust PLC (the Company, and together with its
subsidiaries and subsidiary undertakings, the Group) will be managed, either by an
external third party investment manager or internally by the
Company's board of directors, with the intention of realising all
the assets in the Group's portfolio, in an orderly manner with a
view to ultimately returning cash to the Company's
shareholders following repayment of any outstanding borrowings of
the Group from the proceeds of the assets realised pursuant to the
Investment Policy (the Managed
Wind-Down).
Investment policy and
strategy
The assets of the
Group will be realised in an orderly manner, returning cash to the
Company's shareholders at such times and in such manner as the
board of directors of the Company from time to time (the
Board) may, in its absolute
discretion, determine. The Board will endeavour to realise all of
the Group's assets in a manner that achieves a balance between
maximising the net value received from those assets and making
timely returns to the Company's shareholders.
The Company will cease
to make any new investments (including any follow-on investments)
or to undertake any capital expenditure, except with the prior
written approval of the Board and where, in the opinion of the
Board, in its absolute discretion:
(a)
failure to make the investment or undertake the capital expenditure
would result in a breach of contract or applicable law or
regulation by the Company, any member of its Group or any vehicle
through which it holds its investments; or
(b)
the investment or capital expenditure is
considered necessary to protect or enhance the value of any
existing investment or to facilitate an orderly
disposal,
any such investment or
capital expenditure being a "Permitted Investment".
Subject to the ability of the Company to make
Permitted Investments, any cash received by the Group during the
Managed Wind-Down that has not been used to repay borrowings prior
to its distribution to the Company's shareholders will be held by
the Group as cash in Sterling or U.S. Dollar on deposit and/or as
cash equivalent securities, including short-dated corporate bonds
or other cash equivalents, cash funds or bank cash deposits (and/or
funds holding such investments).
The net proceeds from realisations will be used
to repay borrowings and make timely returns of capital to the
Company's shareholders (net of provisions for the Company's costs
and expenses) in such manner as the Board considers
appropriate.
Investment
restrictions
The Company will
continue to comply with the requirements imposed by the UK Listing
Rules made by the Financial Conduct Authority in force from time to
time, notwithstanding that the concentration of the value of the
Company's portfolio in fewer holdings will reduce diversification
and the spread of investment risk.
Gearing policy
The Group may utilise
borrowings for short-term liquidity and working capital
purposes.
Gearing represented by
borrowings shall not exceed 25 per cent. of net asset value,
measured at the point of entry into or acquiring such
debt.
Currency and hedging
policy
The Group may use
derivatives for the purposes of hedging, partially or
fully:
(a) electricity price risk
relating to any electricity or other benefit including renewable
energy credits or incentives, generated from its renewable energy
assets not sold under a power purchase agreement (PPA), as further described
below;
(b) currency risk in relation
to any Sterling (or other non - U.S. Dollar) denominated
operational expenses of the Company;
(c) other project risks that
can be cost-effectively managed through derivatives (including,
without limitation, weather risk); and
(d) interest rate risk
associated with the Company's debt facilities.
In order to hedge
electricity price risk, the Company may enter into specialised
derivatives, such as contracts for difference or other hedging
arrangements, which may be part of a tripartite or other PPA
arrangement in certain wholesale markets where such arrangements
are required to provide an effective fixed price under the
PPA.
Members of the Group
will only enter into hedging or other derivative contracts when
they reasonably expect to have an exposure to a price or rate risk
that is the subject of the hedge.
Amendments to the investment objective,
policy and investment restrictions
If the Board considers
it appropriate to amend materially the investment objective,
investment policy or investment restrictions of the Company,
shareholder approval to any such amendment will be sought by way of
an ordinary resolution proposed at an annual or other general
meeting of the Company."