THIS ANNOUNCEMENT AND THE
INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION, RELEASE, OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN, OR INTO, THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC
OF SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BE
UNLAWFUL OR TO U.S. PERSONS. THE INFORMATION CONTAINED
HEREIN DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER TO ISSUE OR
SELL, OR ANY SOLICITATION OF ANY OFFER TO SUBSCRIBE OR PURCHASE,
ANY INVESTMENTS IN ANY JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE
INFORMATION.
For immediate
release
LEI:
213800UKH1TZIC9ZRP41
20 June
2024
Aquila European Renewables
plc
Company
Update
As outlined in the Chairman's Letter
in the 2022 Annual Report and again on 30 May 2023, the Board of
Aquila European Renewables plc ("AERI" or the "Company") committed
to explore a number of different initiatives to help address the
issues facing the sector and secure recognition in the Company's
share price of the real underlying value of its
portfolio.
The Company then announced on 22
December 2023, that it was also considering broader options for the
future of the Company, including the possible combination with
another listed investment company by way of a section 110 scheme of
reconstruction under the Insolvency Act 1986 (the "Section 110
Review"). Despite engaging with multiple parties as part of the
Section 110 Review, AERI announced on 10 May 2024 that the Section
110 Review had been terminated in response to shareholder feedback.
At the same time, AERI confirmed that it was continuing with a
review of broader options including the potential sale of some or
all of the assets of the Company for cash.
Since the Company's announcement on
22 December 2023 the Board has worked with the Company's Financial
Adviser, Deutsche Numis, to actively explore the viability of the
potential s110 combination of the Company or the sale of some or
all of the assets of the Company. Deutsche Numis has engaged with
numerous third parties and this engagement has resulted in the
receipt of several expressions of interest from third parties (the
"Potential Bidders") with respect to various potential transaction
structures.
One Potential Bidder made a proposal
with respect to an acquisition of the entire issued and to be
issued share capital of the Company (the "Takeover Code Offeror").
The Board determined that it was appropriate to provide the
Takeover Code Offeror with access to detailed due diligence
information. Having reviewed this information the Takeover Code
Offeror did not make a proposal at a level which, in the Board's
opinion and taking into account shareholders' views on the value of
the Company, would have been capable of recommendation to
shareholders if made as a firm offer. At this time, the Company is
not seeking potential Takeover Code offerors (and is not engaged in
discussions with any potential Takeover Code offerors) in relation
to an offer for the entire issued and to be issued share capital of
the Company.
The Board has also received
enquiries from a number of parties relating to a sale of all of the
assets, geographic portfolios of the assets or individual assets of
the Company (the "Asset Proposals"). Several of these discussions
have progressed and, while they are at an early stage, they remain
ongoing. There can be no certainty that any of the Asset Proposals
will result in a sale of all or a substantial proportion of the
Company's assets.
As disclosed in the announcement on
10 May 2024, AERI is also considering alongside the Asset
Proposals, both a wind-down of the Company with an orderly
realisation of its assets over a period of time, and the potential
continuation of the Company in its present form in accordance with
its current investment policy.
The Board will continue its
assessment of all options and expects to provide a further update
on its review of broader strategic options as and when appropriate
however in any event before the vote on the Company's continuation
at a shareholder meeting expected to be held in September
2024.
Enquiries:
Deutsche Numis (Financial Adviser and
Broker)
David
Benda
+44 (0) 20 7260 1000
Stuart Ord
George
Shiel
Inside Information
The information contained within
this announcement is deemed by Aquila European Renewables
plc to constitute inside information as stipulated under the
Market Abuse Regulations (EU) No.596/2014 (as it forms part of UK
domestic law by virtue of the European Union (Withdrawal)
Act 2018). On the publication of this announcement via
a Regulatory Information Service, such information is now
considered to be in the public domain.
The person responsible for making
this announcement is Jennifer Thompson of Apex
Listed Companies Services (UK) Limited, the Company
Secretary.
Further
information
Numis Securities Limited ("Deutsche
Numis"), which is authorised and regulated in the United Kingdom by
the Financial Conduct Authority, is acting exclusively for AERI and
no one else in connection with the matters set out in this
announcement and will not regard any other person as its client in
relation to the matters in this announcement and will not be
responsible to anyone other than AERI for providing the protections
afforded to clients of Deutsche Numis, nor for providing advice in
relation to any matter referred to herein. Neither Deutsche Numis
nor any of its affiliates (nor any of their respective directors,
officers, employees or agents), owes or accepts any duty, liability
or responsibility whatsoever (whether direct or indirect, whether
in contract, in tort, under statute or otherwise) to any person who
is not a client of Deutsche Numis in connection with this
announcement, any statement contained herein or
otherwise.
This announcement is not intended to
and does not constitute an offer to sell or the solicitation of an
offer to subscribe for or buy or an invitation to purchase or
subscribe for any securities or the solicitation of any vote in any
jurisdiction.
The release, publication or
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
such restrictions may constitute a violation of the securities law
of any such jurisdiction.