REG - Aquila Eur Renwables Aquila Euro Rnw-AERI - Company Update

Aquila European RenewablesAnnouncement

15/12/2025 07:00

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RNS Number : 4672L  Aquila European Renewables PLC  15 December 2025

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO ANY JURISDICTION WHERE TO DO SO MAY RESULT IN THE
CONTRAVENTION OF ANY REGISTRATION OR OTHER LEGAL REQUIREMENT OF SUCH
JURISDICTION

 

For immediate release

 

LEI:
213800UKH1TZIC9ZRP41

 

15 December 2025

 

Aquila European Renewables plc

 

Update on Managed Wind-Down and Initial Return of Capital, Publication of B
Share Scheme Circular and Notice of GM, Proposed Cancellation of Euronext
Growth Listing

 

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"), today announces an update on
the disposals of its Danish and Greek assets, details of its proposal to
implement a B-Share mechanism to facilitate the return of capital to
Shareholders as part of the Managed Wind-Down and proposed cancellation of the
Company's listing on Euronext Growth Dublin.

Update on Managed Wind-Down

On 23 October 2025, the Company announced that it had entered into sale and
purchase agreements with funds advised by Aquila Capital for the sale of its
Danish and Greek assets (Holmen II, Svindbaek and Desfina) for a total
consideration of approximately €61.9 million. The disposals were subject to
regulatory and other customary approvals. The sale of the Danish assets
(Holmen II and Svindbaek) has completed and the Company is in receipt of sales
proceeds of €36.6 million. The Desfina disposal remains subject to ongoing
customary approvals and, as a result of the introduction of new FDI
regulations in Greece following signing of the share purchase agreement, is
now expected to complete in February 2026. Together with the sale of Sagres,
which completed in June 2025, this represents a total cash consideration of
€78.3 million.

The Board continues to progress the divestment of the remainder of the
Company's portfolio in accordance with the Company's managed wind-down
investment policy.

Initial Return of Capital

An initial Return of Capital is expected to be made by the Company by late
January 2026. The Company expects the initial Return of Capital to be no less
than €33.9 million, representing the majority of proceeds received from the
disposals in 2025 (being Sagres, Holmen II and Svindbaek), excluding an
appropriate cash buffer to ensure the Company can continue to meet its
liabilities and commitments. Combined with the dividend declared on 24
November 2025 and paid on 12 December 2025 of €2.5 million and the proceeds
of the Greek Disposal, the amount is equivalent to the €63.0 million
referred to in the announcement of 23 October 2025.

The Company intends to execute another Return of Capital promptly following
the completion of the sale of the Greek asset (Desfina) which will represent
the majority of proceeds received from the sale.

B Share Scheme

The Board has been consulting with its advisers as to the most appropriate
method to return capital to its shareholders. After careful consideration, the
Board has determined that a B share scheme is the most cost-efficient and
flexible means of returning capital to its shareholders, offering the
following benefits to Shareholders:

·      Lower costs - it is currently anticipated that additional
circulars will not need to be prepared to effect any future returns of capital
in contrast to what would be the case with tender offers.  Furthermore,
subject to any change in existing United Kingdom tax law, no stamp duty will
be payable on a return of capital under the redemption of B Shares, compared
to a tender offer where stamp duty at the rate of 0.5 per cent. of the tender
price would be payable.

·      Simplicity - Shareholders are not expected to be required to take
any further action to give effect to the first return of capital or any
subsequent returns of capital (although this will be dependent on the amount
and nature of the Company's distributable reserves from time to time). Given
that the capital returns arising through the redemption of B Shares will be
mandatory and applicable to all Shareholders on a pro rata basis, all
Shareholders will be treated equally and no further action will be required
from any Shareholders in order for them to be able to participate in, and
benefit from, such distributions.

·      Certainty - there will be greater certainty for the Company and
Shareholders regarding the amount of capital that will be returned to
Shareholders as, unlike tender offers, capital returns made through the
issuance and redemption of B Shares will be made to all Shareholders on a pro
rata basis, without the need for an election.

 

Under a B share scheme, a bonus issue of redeemable B shares (the "B Shares")
would be issued to shareholders pro rata to their holdings of ordinary shares
at the time of issue of the B Shares and, shortly thereafter, those B Shares
shall be redeemed and cancelled in accordance with their terms for an amount
not exceeding the amount treated as paid up on the issue of the B Shares (the
"B Share Scheme"). The Company will not allot any fractions of B Shares and
the entitlements of each Shareholder will be rounded down to the nearest whole
B Share.

Following the redemption and cancellation of the B Shares, the redemption
proceeds will be sent to Shareholders, either through CREST to uncertificated
Shareholders or via cheque or electronic payment (if there is an electronic
payment mandate on file) to certificated Shareholders. Each issue and
redemption of B Shares would be announced via a Regulatory Information
Service.

B Share Scheme Circular and Notice of General Meeting

The implementation of the B Share mechanism is subject to Shareholder approval
of the required Resolutions at the General Meeting. The Company has today
published a circular (the "Circular") containing further details of the B
Share proposal and convening a General Meeting of Shareholders to be held at
1.00 p.m. on 8 January 2026 at the offices of CMS Cameron McKenna Nabarro
Olswang LLP, at Cannon Place, 78 Cannon Street, London, EC4N 6AF.

A copy of the Circular will be submitted to the National Storage Mechanism and
will shortly be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism. The Circular will also
be available on the Company's website
(https://www.aquila-european-renewables.com). Capitalised terms used in this
announcement, unless otherwise defined, have the same meanings as set out in
the Circular.

 

Cancellation of Euronext Growth Listing

In light of and in connection with the Company's ongoing managed wind-down and
the proposed implementation of a B-Share mechanism to effect capital returns,
the Company intends to make an application to Euronext Growth Dublin, a market
operated by Euronext Dublin, for the cancellation of its ordinary shares with
a nominal value of 1 cent each from trading on Euronext Growth Dublin. AERI
will continue to remain on the Official List of the Financial Conduct
Authority trading on the Main Market of the London Stock Exchange.

Any cancellation of AERI's ordinary shares from Euronext Growth Dublin is
subject to the approval of Euronext Growth Dublin. It is anticipated that the
delisting will take effect on or around 16 January 2026. Further announcements
will be made in due course as appropriate.

After this date shareholders will no longer be able to buy and sell shares in
AERI through Euronext Growth Dublin. Shareholders may continue to buy and sell
shares in AERI on the Main Market of the London Stock Exchange.

 

Deutsche Numis (Corporate Broker)

Hugh
Jonathan
        +44 (0) 20 7260 1000

George Shiel

 

www.aquila-european-renewables.com (http://www.aquila-european-renewables.com)

 

Important notices

This document does not constitute or form part of any offer or invitation to
sell, or any solicitation of any offer to purchase or subscribe for any
securities, or any offer or invitation to sell, or any solicitation of any
offer to purchase or subscribe for such ordinary shares by any person in any
circumstances or jurisdiction in which such offer or solicitation is unlawful.

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.

 

 

 

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