ROOF Atrato Onsite Energy Plc

Atrato Onsite Energy plc

4 October 2024

Atrato Onsite Energy plc

Publication of Circular and Notice of General Meeting

On 3 October 2024, Atrato Onsite Energy plc (the "Company") announced that it had entered into a conditional agreement for the sale (the "Disposal") of its entire portfolio of solar assets (the "Portfolio") to Phoenix UK Bidco Limited (the "Purchaser"), a newly incorporated company which is indirectly owned by a joint venture vehicle of BGTF Proton Holdings Limited ("Brookfield"), an affiliate of Brookfield Asset Management Ltd (NYSE: BAM, TSX: BAM), and Apollo Power Ltd ("RAIM Apollo", together with Brookfield, the "Consortium"), an affiliate of Real Assets Investment Management Ltd ("RAIM").

The Disposal is outside the scope of the Company's existing investment objective and policy, and is therefore conditional upon, amongst other things, Shareholder approval of a new investment objective and policy (together with the Disposal, the "Proposals").

The Company received written approval from the FCA to adopt the new investment objective and policy, the full text of which is set out in the Appendix. In accordance with the UK Listing Rules, shareholder approval is now being sought for approval of the new investment objective and policy via an ordinary resolution (the "Resolution"). Accordingly, a circular has been sent to Shareholders (the "Circular") containing further details of the Disposal and convening a general meeting of the Company (the "General Meeting"). The General Meeting is being held for the purposes of considering and, if thought fit, passing the Resolution. The General Meeting is to be held at the offices of Stifel Nicolaus Europe Limited, 4th Floor, 150 Cheapside, London EC2V 6ET at 3:30 p.m. on 22 October 2024. 

The Board considers that the Proposals and the passing of the Resolution in relation to the change of investment objective and policy are in the best interests of the Company and its Shareholders as a whole. Accordingly, the Board unanimously recommends that Shareholders vote in favour of the Resolution to be proposed at the General Meeting.

The Circular and the Notice of General Meeting are available for viewing on the Company's website at https://atratorenewables.com/. The Circular and the Notice of General Meeting has also been submitted to the National Storage Mechanism of the FCA and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

If the Disposal becomes unconditional, it is the intention of the Board to seek Shareholder approval for the voluntary liquidation of the Company with a view to distributing the Company's net assets to Shareholders as soon as reasonably practicable. It is anticipated that the liquidators will be in a position to make an initial distribution of substantially all of the net assets of the Company in February 2025, being approximately two months after the expected date of liquidation/delisting.

Expected timetable of principal events

Stifel Nicolaus Europe Limited is acting as Sole Financial Adviser and Corporate Broker to the Company. Gowling WLG (UK) LLP is acting as Legal Adviser to the Company.

Defined terms used in this announcement shall, unless the context requires otherwise, have the meanings ascribed to them in the Circular.

For further information, please contact:

Notes to Editors

Atrato Onsite Energy plc (LSE: ROOF) is an investment company specialising in clean energy generation with 100% carbon traceability. The Company focuses on UK solar, helping its clients achieve net zero and reduce their energy bills.

The Company aims to provide investors with attractive capital growth and long dated, index-linked income, targeting a 5% dividend yield and a NAV total return of 8 - 10%⁽¹⁾. Its shares were admitted to trading on the premium segment of the Main Market of the London Stock Exchange on 23 November 2021. Atrato Partners Limited is the Company's Investment Adviser.

Further information is available on the Company's website https://atratorenewables.com/.

The Company's LEI is 213800IE1PPREDIIZB62.

(1)   The targets set out above are targets only and not profit forecasts. There can be no assurance that these targets will be met.

IMPORTANT NOTICE

The person responsible for arranging release of this announcement on behalf of Atrato Onsite Energy plc is Christopher Fearon, Investor Relations Director at Atrato Group.

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. Shareholders are advised to carefully read the Circular. 

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.

Stifel Nicolaus Europe Limited ("Stifel") which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as sole financial adviser and corporate broker exclusively for Atrato Onsite Energy plc 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 set out in this announcement and will not be responsible to anyone other than Atrato Onsite Energy plc for providing the protections afforded to clients of Stifel, nor for providing advice in relation to any matter referred to herein.

Apart from the responsibilities and liabilities, if any, which may be imposed upon Stifel by FSMA or the regulatory regime established thereunder, neither Stifel nor any of its associates or affiliates (nor their respective directors, officers, employees or agents) accepts any responsibility whatsoever or makes any representation or warranty, express or implied, concerning the contents of this announcement, including its accuracy, completeness or verification, or concerning any other statement made or purported to be made by it or them, or on its or their behalf, the Company or the Directors in connection with the Company or the Proposals, and nothing in this announcement is, or shall be relied upon as a promise or representation in this respect, whether as to the past or future. Stifel and its associates and affiliates (and their respective directors, officers, employees or agents) accordingly disclaim, to the fullest extent permitted by law, all and any responsibility and liability whether arising in tort, contract or otherwise (save as referred to herein) which it or they might otherwise have in respect of this announcement or any such statement.

Information regarding forward-looking statements

This announcement contains statements which are, or may be deemed to be, "forward-looking statements" which are prospective in nature. All statements other than statements of historical fact are forward-looking statements. They are based on intentions, beliefs and/or current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of a date in the future or forward-looking words such as "plans", "expects", "is expected", "is subject to", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", "believes", "targets", "aims", "projects" or words or terms of similar substance or the negative of those terms, as well as variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations or events that are beyond the Company's control. Forward-looking statements include statements regarding the intentions, beliefs or current expectations of the Company concerning, without limitation, the business, results of operations, financial condition, liquidity, prospects, growth and strategies of the Company.

Such forward-looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Important factors that could cause the actual results, performance or achievements of the Company to differ materially from the expectations of the Company include, amongst other things, general business and economic conditions globally, industry and market trends, competition, changes in government and changes in law, regulation and policy, including in relation to taxation, interest rates, the impact of any acquisitions or similar transactions, IT system and technology failures, political and economic uncertainty and other factors. Such forward-looking statements should therefore be construed in the light of such factors.

Neither the Company nor any of its Directors, officers or advisers provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.

Forward-looking statements contained in this announcement apply only as at the date of this announcement. Other than in accordance with its legal or regulatory obligations (including under the Listing Rules, the Disclosure Guidance and Transparency Rules and UK MAR) the Company is not under any obligation and the Company expressly disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The information in this announcement is subject to change without notice.

Websites

Neither the contents of the Company's, the AIFM's or the Investment Adviser's website nor any website accessible by hyperlinks on the Company's, the AIFM's or the Investment Adviser's website is incorporated in, or forms part of, this announcement.

No profit forecast or estimate

No statement in this announcement is intended as a profit forecast or profit estimate for any period and no statement in this announcement should be interpreted to mean that earnings, earnings per Ordinary Share or income, cashflow from operations or free cashflow for the Company or the Target Group, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings, earnings per Ordinary Share or income, cashflow from operations or free cashflow for the Company or the Target Group, as appropriate.

Appendix 1 - Revised Investment Objective and Policy

Investment Objective

The investment objective of the Company is to realise all of its existing assets and to return cash to Shareholders.

Investment Policy

The Company may not make any new investments, save that:

·      investments may be made to honour commitments under existing contractual arrangements; and

·      further investments may be made into the Company's existing portfolio in order to protect or enhance an asset's realisable value.

The net proceeds from realisations will be used to repay borrowings and make returns of capital to Shareholders (net of provisions for the Company's costs and expenses) in such manner as the Board considers appropriate.

Any cash received by the Company as part of the realisation process will be held by the Company as cash on deposit and/or in liquid cash equivalent securities (including direct investments in UK treasuries and/or gilts, funds holding such investments, money market or cash funds and/or short-dated corporate bonds or funds that invest in such bonds) pending its return to Shareholders.

Gearing policy

The Company may continue to make use of medium and long-term external debt (including at the SPV level) of up to 40 per cent. of the Company's Gross Asset Value immediately following drawdown of the financing and assessed on a look-through basis.

In addition, the Company and/or its subsidiaries may continue to make use of short-term debt (being typically for a term of no more than 12 months), such as revolving credit facilities. Such short-term debt shall not exceed 20 per cent. of the Company's Gross Asset Value immediately following drawdown of the financing and assessed on a look-through basis.

Hedging policy

The Company may enter into hedging arrangements in respect of interest rates and/or power prices. The Company will not undertake any speculative hedging transactions and hedging transactions shall be limited to those which are necessary or desirable for the purposes of efficiently managing the Company's investments and protecting or enhancing returns therefrom. The Company may make use of currency hedging where investments are made in currencies other than pounds Sterling with the objective of reducing the Company's exposure to fluctuations in exchange rates.

Changes to and compliance with the investment policy

The Company will at all times invest and manage its assets in accordance with its published investment policy. Material changes to the Company's investment policy may only be made in accordance with the prior approval of the Shareholders by way of ordinary resolution and the prior approval of the FCA in accordance with the Listing Rules. Non-material changes to the investment policy must be approved by the Board, taking into account advice from the AIFM and the Investment Adviser where appropriate. In the event of a breach of the investment policy, including the investment restrictions set out above, the AIFM shall inform the Board upon becoming aware of such breach and if the Board considers the breach to be material, notification will be made to a Regulatory Information Service.