ROOF Atrato Onsite Energy Plc

Atrato Onsite Energy plc

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

FOR IMMEDIATE RELEASE

8 November 2024

Atrato Onsite Energy plc

Completion of the Disposal of the Portfolio

Further to the Result of General Meeting announcement made on 22 October 2024, the Board of Atrato Onsite Energy plc (the "Company") announces that the sale of the Company's entire portfolio of solar assets (the "Disposal") to Phoenix UK Bidco Limited, a newly incorporated company which is indirectly owned by a joint venture vehicle of Brookfield and RAIM Apollo, at a Headline Price of £218.7 million[1], completed on 7 November 2024.

As previously indicated, it is the Board's intention to seek Shareholder approval for the voluntary liquidation of the Company with a view to distributing the Company's net assets to the Shareholders as soon as reasonably practicable. A circular convening a general meeting for shareholders to vote on the proposal for a voluntary liquidation will be published in due course.

At the time of signing the Sale Agreement in relation to the Disposal, it was envisaged that the Purchaser would procure the repayment of the RCF Pay-Off Amount owed by the Target under the Revolving Credit Facility with National Westminster Bank plc. The Company and the Purchaser have since agreed that the Revolving Credit Facility will remain in place following Completion and, accordingly, the Company and the Purchaser have entered into an addendum to the Sale Agreement. For the avoidance of doubt, this change will have no impact on the Estimated Net Assets available for distribution to Shareholders.

Defined terms used in this announcement shall, unless the context requires otherwise, have the meanings ascribed to them in the circular sent to shareholders dated 4 October 2024, which is available on the Company's website at https://atratorenewables.com/.

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.

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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.

Presentation of financial information

References to "£", "pounds Sterling", "Sterling", "p" and "pence" are to the lawful currency of the United Kingdom.

Rounding

Certain data in this announcement, including financial, statistical and operating information have been rounded, and, as a result of this rounding, the totals of data presented in this announcement may vary slightly from the actual arithmetic totals of such data.