REG - Atrato Onsite Energy - Result of General Meeting

Atrato Onsite EnergyAnnouncement

22/10/2024 16:15

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20241022:nRSV1799Ja&default-theme=true

RNS Number : 1799J  Atrato Onsite Energy PLC  22 October 2024

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

22 October 2024

Atrato Onsite Energy plc

 

Result of General Meeting - Change of Investment Objective and Policy,
Proposed Disposal of the Portfolio

 

On 4 October 2024, Atrato Onsite Energy plc (the "Company") published a
shareholder circular (the "Circular") containing a notice of General Meeting
in connection with the proposed change of investment objective and policy in
order to enable the sale of its 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  (#_ftn1) .

 

At the General Meeting held earlier today, the ordinary resolution to approve
the change of investment objective and policy was duly passed by way of a
poll.

 

The results of the poll, including the proxy votes received, were as follows:

 

 Resolution                                          In favour (including discretionary)                   Against                                      % of issued share capital  Votes withheld*
                                                     Votes               % (of votes cast excl. withheld)  Votes      % (of votes cast excl. withheld)
 To approve the new investment objective and policy  84,116,384          96.34%                            3,191,847  3.66%                             58.21%                     1,285

 

Notes:

* A vote withheld is not a vote in law and is therefore not counted towards
the proportion of votes "in favour" or "against" a resolution.

 

The Noteholders Consent Condition was also satisfied earlier today.
Consequently both conditions to the Disposal have been satisfied and
completion of the Disposal is expected to occur in early November 2024. A
further announcement will be made immediately following Completion.

 

Defined terms used in this announcement shall, unless the context requires
otherwise, have the meanings ascribed to them in the Circular, which is
available on the Company's website at https://atratorenewables.com/
(https://atratorenewables.com/) .

 

A copy of this announcement will be available on the Company's website and in
accordance with UK Listing Rule 6.4.2, a copy of the full text of the
resolution passed will be shortly submitted to the National Storage Mechanism
of the FCA and will shortly be available for inspection
at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

 

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.

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

IMPORTANT NOTICE

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.

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.

 

 1  (#_ftnref1) Gross of project-level debt and the amount drawn down under
the Revolving Credit Facility.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  ROMELLFLZBLBFBL