REG - Aquila Eur Renwables Aquila Euro Rnw-AERI - Update & Disposal of Danish & Greek wind assets

Aquila European RenewablesAnnouncement

23/10/2025 09:45

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RNS Number : 5755E  Aquila European Renewables PLC  23 October 2025

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

For immediate release

 

LEI:
213800UKH1TZIC9ZRP41

 

23 October 2025

 

Aquila European Renewables plc

 

Update on Managed Wind-Down and disposal of Danish and Greek wind assets

 

Aquila European Renewables plc ("AERI" or the "Company"), the London-listed
investment company advised by Aquila Capital Investmentgesellschaft mbH
("Aquila Capital" or the "Investment Adviser"), provides the following update
on the Managed Wind-Down including that it has entered into sale and purchase
agreements with funds advised by Aquila Capital for the sale of its Danish and
Greek wind assets.

 

Background to the Managed Wind-Down

 

Leading up to the 2023 continuation vote, the Company proactively explored
multiple initiatives to attempt to address a number of issues that the sector
was facing and secure recognition of the real underlying value of the
portfolio in the share price. These initiatives included asset life
extensions, share buybacks, debt financings and a secondary listing on
Euronext Growth Dublin.

 

The continuation vote at the 2023 annual general meeting was passed. However,
at the time the Board recognised the material issues the Company and the wider
sector continued to face and committed to offering an additional continuation
vote in 2024, and meanwhile, explored more significant initiatives, namely:

·      a combination with other investment companies by way of a scheme
of reconstruction under section 110 of the Insolvency Act 1986 (the "Section
110 Process");

·      the sale of some or all of the Company's assets for cash;

·      a potential wind-down strategy with an orderly realisation of
assets; and

·      the potential continuation of the Company in its then present
form.

 

Throughout this period, the Company and its advisers remained in regular
contact with Shareholders who indicated an increasing interest in a solution
that seeks to maximise value and liquidity.

 

Despite engaging with multiple parties as part of the Section 110 Process,
AERI announced on 10 May 2024 that the Section 110 Process had been
terminated in response to feedback from Shareholders, principally because of
the issues facing the whole sector which meant that any proposal would not
necessarily offer the desired liquidity or valuation for Shareholders.

 

A number of parties expressed an interest in a possible sale of some or all of
the Company's assets for cash, including one potential bidder who 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. 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 the time.

 

Whilst a potential transaction involving the portfolio as a whole offers the
benefit of speed, owing to the diversified nature of the portfolio by
geography and technology and given feedback received by interested parties who
indicated interest in sub-portfolios as opposed to the portfolio as a whole,
the Company opted to explore a managed wind-down process with an orderly
realisation of assets. As part of this, the Company and its advisers have
carefully considered the most effective sub-portfolios of assets taking in
account geography, technology and scale to try and maximise the potential
buyer universe of the portfolio in order to complete the sale process as
quickly as possible and to provide liquidity to Shareholders at the highest
valuation possible.

 

In H2 2024, the Company announced the disposal of its minority investment in
the Norwegian wind asset, Tesla, for EUR 27.1 million, representing a 10.8%
premium to the prevailing published fair value. The Company also published a
circular to Shareholders setting out proposals for a discontinuation vote and
to amend the investment policy to pursue the Managed Wind-Down strategy, which
were subsequently both approved by Shareholders. The Company also noted that
it had been in discussion with and received proposals from the Company's
investment adviser Aquila Capital, in relation to the acquisition of the
Company's portfolio. Whilst due diligence materials were shared and
negotiations were held, no proposal was submitted that the Board considered
would provide sufficient certainty to Shareholders, principally based on
funding limitations of the proposed buyer. Nevertheless, communication between
the Company and its investment adviser regarding a potential transaction
remained open.

 

During Q4 2024 and Q1 2025, the Company commenced the significant preparation
exercise required to undergo the Managed Wind-Down. Its first priority was to
ensure it had the benefit of advisers with deep knowledge of the sector and
after a selection process, appointed Rothschild & Co for this purpose.
During that time, the Company received a proposal from a bidder (the
"Preferred Bidder") for assets representing a majority of the portfolio.
Following extensive negotiations, the Company agreed heads of terms for a
proposal from the Preferred Bidder that it deemed attractive based on
valuation and deliverability and, therefore, granted exclusivity to the
Preferred Bidder who commenced confirmatory due diligence. In the meantime,
the Company continued to pursue two other specific sale processes, including
the announced sale of its minority investment in the Portuguese hydro asset,
Sagres, for EUR 16.5 million 1  (#_ftn1) (the "Sagres Disposal"), representing
the prevailing published fair valuation and a further process incorporating
the remaining assets in the portfolio.

 

Owing to the deterioration in market conditions, events in the renewables
markets where the Company's assets operate and specific issues impacting the
Preferred Bidder (including investment restrictions pertaining to specific
geographies, availability of funding and return requirements), the number of
assets included and the valuation of the transaction with the Preferred Bidder
reduced. As announced on 28 July 2025, the Board decided to pause the sales
process with the Preferred Bidder, who was no longer in exclusivity but with
whom dialogue remained open, and explore the implications of the above and the
alternatives available to AERI.

 

Managed Wind-Down Update

 

The Company is now pleased to announce it has entered into share purchase
agreements with funds advised by Aquila Capital for the sale of its Danish and
Greek wind assets (Holmen II, Svindbaek and Desfina) for a total consideration
of approximately EUR 61.9 million, representing a discount to prevailing fair
valuation in the latest reported NAV as at 30 June 2025 of approximately 17%
(the "Danish and Greek Disposals") 2  (#_ftn2) . Together with the sale of
Sagres, which completed in June 2025, this represents a total cash
consideration of EUR 78.3 million from sales to funds managed and/or advised
by Aquila Capital, at a weighted average discount to the prevailing respective
fair valuation in the latest reported NAV of approximately 14%. This
represents a material uplift to the effective look through equity value
implied by the Company's current share price, which currently trades at a
discount to the latest reported NAV as at 30 June 2025 of approximately 37% 3 
(#_ftn3) . The Danish and Greek Disposals are subject to regulatory and other
customary approvals, with completion of both disposals (which are not
inter-conditional) expected to occur by December 2025.

 

In parallel, due diligence and negotiations with multiple potential investors
in relation to the remaining assets in the portfolio are progressing and the
Board expects to have further updates on these discussions later this quarter.

 

Update on Olhava

 

Olhava continues to be in lock-up under the terms of its loan facilities due
to debt covenant breaches as reported previously. As agreed with the lender,
the Olhava SPV has suspended payments under the shareholder loan and of
dividends until the end of June 2026. In September 2025 an equity cure of EUR
508k was paid from the Company's resources, taking the total equity cure paid
to date to approximately EUR 1.2 million.

 

Constructive discussions with the lender continue in order to modify the terms
of the loan. The Board and Investment Adviser continue to monitor the asset's
performance closely.

 

Return of capital

 

Following the expected completion of the Danish and Greek Disposals by
December 2025, the Company intends to make an initial distribution to the
Company's Shareholders (the "Initial Distribution"). The total quantum of the
Initial Distribution is expected to be no less than EUR 63 million,
representing the majority of proceeds received from the Sagres Disposal and
the Danish and Greek Disposals, excluding an appropriate cash buffer to ensure
the Company can continue to meet its liabilities and commitments.

 

The Company will seek to effect the Initial Distribution in an efficient and
fair manner that accounts for, among other things, the UK tax consequences for
Shareholders and the composition of the Company's Shareholder register.

 

Further details regarding the Initial Distribution will be provided in due
course.

 

Deutsche Numis (Corporate Broker)

Hugh
Jonathan
        +44 (0) 20 7260 1000

George Shiel

 

www.aquila-european-renewables.com

Inside Information

The information contained within this announcement is deemed by AERI to
constitute inside information as stipulated under the Market Abuse Regulation
(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.

Important notices

This announcement may contain "forward-looking statements" with respect to
certain of the Company's plans and its current goals and expectations relating
to its future financial condition, performance, strategic initiatives,
objectives and results. Forward-looking statements sometimes use words such as
"aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal",
"believe", "seek", "may", "could", "outlook" or other words of similar
meaning. By their nature, all forward-looking statements involve risk and
uncertainty because they relate to future events and circumstances which are
beyond the control of the Company.

As a result, the actual future financial condition, performance and results of
the Company may differ materially from the plans, goals and expectations set
forth in any forward-looking statements. Any forward-looking statements made
in this announcement by or on behalf of the Company speak only as of the date
they are made. The information contained in this announcement is subject to
change without notice and except as required by applicable law or regulation,
the Company expressly disclaims any obligation or undertaking to publish any
updates or revisions to any forward-looking statements contained in this
announcement to reflect any changes in the Company's expectations with regard
thereto or any changes in events, conditions or circumstances on which any
such statements are based.

Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into or forms part of this announcement.

 

 1  (#_ftnref1) Resulting in actual proceeds of EUR 14.7 million being
received by the Company as announced on 19 June 2025 in addition to interest
and dividend payments received in 2025 prior to the disposal date.

 2  (#_ftnref2) Includes locked box interest and leakage up until 30 June 2025
for comparability purposes with the latest reported NAV. Further locked box
interest and leakage adjustments will apply between 1 July 2025 and the
relevant closing date.

 3  (#_ftnref3) Closing share price as at the latest practicable date of 22
October 2025.

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