REG - Atrato Onsite Energy - Publication of Circular and Notice of GM

Atrato Onsite EnergyAnnouncement

04/10/2024 07:00

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RNS Number : 9108G  Atrato Onsite Energy PLC  04 October 2024

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
(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

 Event
 Announcement of the Proposals                                                    3 October 2024
 Publication of the Circular and the Notice of General                            4 October 2024
 Meeting
 Latest time and date for receipt of proxy appointments (whether                  3:30 p.m. on 18 October 2024
 online, via a CREST Proxy Instruction, via Proxymity or by a hard copy proxy
 form) in respect of the General Meeting
 Record time and date for entitlement to vote at the General                      6:00 p.m. on 18 October 2024
 Meeting
 General Meeting                                                                  3:30 p.m. on 22 October 2024
 Expected effective date of the change of the investment objective and policy     22 October 2024
 Publication of the results of the General Meeting                                As soon as practicable after the conclusion of the General Meeting
 Anticipated Completion Date (subject to the Conditions being satisfied or        Early to mid-November 2024
 waived)
 Longstop Date                                                                    8 January 2025 (or such other date as agreed between the Company and the
                                                                                  Purchaser)

 Notes:
 1)     All references to time in the expected timetable set out above and
 in this announcement are to London (UK) time, unless otherwise stated.

 2)     The expected timetable set out above and referred to throughout
 this announcement may be subject to change. If any of the above times and/or
 dates should change, the new times and/or dates will be announced to
 Shareholders through a Regulatory Information Service.

 3)     The timing of Completion is dependent upon, amongst other things,
 the Conditions being satisfied or waived, and if there is any delay in the
 Conditions (including the passing of the Resolution) being satisfied or
 waived, the Anticipated Completion Date may change. If Completion does not
 occur by the Longstop Date, the Disposal shall not take place.

 

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:

 Stifel Nicolaus Europe Limited (Sole Financial Adviser  +44 0207 710 7600

 and Corporate Broker)

 Mark Young

 Rajpal Padam

 Madison Kominski

 Andrew Yeo

 Greenhouse Communications                               atrato@greenhouse.agency (mailto:atrato@greenhouse.agency)

 Jessie Wilson                                           +44 0776 354 0629

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.

 

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