REG - Ecofin US Renewables - Publication of circular, notice of general meeting

Ecofin US Renewables Infrastructure TrustAnnouncement

23/12/2024 07:00

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20241223:nRSW0883Ra&default-theme=true

RNS Number : 0883R  Ecofin US Renewables Infrastr.Trust  23 December 2024

Ecofin U.S. Renewables Infrastructure Trust PLC

23 December 2024

For immediate release

Ecofin U.S. Renewables Infrastructure Trust PLC (the Company)

Proposed conditional disposal of distributed solar assets of the Company

Publication of circular and notice of general meeting

 

Following the announcement by the Company of its proposed conditional disposal
of its investments in US distributed solar assets of the Company (DG
Portfolio) and its decision to pursue a managed wind-down of its business (the
Managed Wind-Down) on 13 December 2024, the Company is pleased to announce
that a circular (the Circular) is expected to be published today.

The Circular sets out further details of the Managed Wind-down and the DG
Portfolio disposal and the convening of a general meeting of the Company (the
General Meeting), at which an ordinary resolution to approve the proposed
change to the Company's existing investment policy to facilitate the Managed
Wind-Down will be proposed to shareholders (New Investment Policy). A copy of
the New Investment Policy is set out in an appendix to this announcement. The
New Investment Policy is, subject to shareholder approval, expected to become
effective on 14 January 2025. In accordance with the UK Listing Rules, the FCA
has approved the New Investment Policy.

The General Meeting of the Company will be held at the offices of Stifel
Nicolaus Europe Limited located at 150 Cheapside, London, England, EC2V 6ET at
3 p.m. on 14 January 2025. Full information is set out in the Circular.

The Circular is expected to be made available to shareholders today and will
be available on the Company's website at: https://rnewfund.com/
(https://rnewfund.com/) . In accordance with the FCA's UKLR 6.4.1R, the
Circular has been submitted to the National Storage Mechanism and will shortly
be available for inspection at:
https://data.faca.org.uk/#/nsm/nationalstoragemechanism
(https://data.faca.org.uk/#/nsm/nationalstoragemechanism) .

Expected Timetable

 Date of publication of the Circular                                            23 December 2024

 Latest time and date for receipt of Forms of Proxy or transmission of CREST    3 p.m. on 10 January 2025
 Proxy Instructions (as applicable)

 General Meeting                                                                3 p.m. on 14 January 2025

 Results of General Meeting announced                                           14 January 2025

 

Disposal.

 Enquiries

 Ecofin U.S. Renewables Infrastructure Trust PLC                        via the Company Secretary

 Patrick O'Donnell Bourke, Chair

 Brett Miller

 Ecofin Advisors, LLC                                                   +1 913 981 1020

 Edward Russell

 Eileen Fargis

 Marathon Capital Markets, LLC (Financial Adviser)                      +1 312 989 1348

 Andrea Rosko (Director, Marketing & Communications)

 Apex Listed Companies Services (UK) Limited (Company                   +44 20 3327 9720
 Secretary)

 

 

Appendix - New Investment Policy

The full text of the proposed New Investment Policy is set out below:

"Investment objective

Ecofin U.S. Renewables Infrastructure Trust PLC (the Company, and together
with its subsidiaries and subsidiary undertakings, the Group) will be managed,
either by an external third party investment manager or internally by the
Company's board of directors, with the intention of realising all the assets
in the Group's portfolio, in an orderly manner with a view to ultimately
returning cash to  the Company's shareholders following repayment of any
outstanding borrowings of the Group from the proceeds of the assets realised
pursuant to the Investment Policy (the Managed Wind-Down).

Investment policy and strategy

The assets of the Group will be realised in an orderly manner, returning cash
to the Company's shareholders at such times and in such manner as the board of
directors of the Company from time to time (the Board) may, in its absolute
discretion, determine. The Board will endeavour to realise all of the Group's
assets in a manner that achieves a balance between maximising the net value
received from those assets and making timely returns to the Company's
shareholders.

The Company will cease to make any new investments (including any follow-on
investments) or to undertake any capital expenditure, except with the prior
written approval of the Board and where, in the opinion of the Board, in its
absolute discretion:

(a)           failure to make the investment or undertake the capital
expenditure would result in a breach of contract or applicable law or
regulation by the Company, any member of its Group or any vehicle through
which it holds its investments; or

(b)           the investment or capital expenditure is considered
necessary to protect or enhance the value of any existing investment or to
facilitate an orderly disposal,

any such investment or capital expenditure being a "Permitted Investment".

Subject to the ability of the Company to make Permitted Investments, any cash
received by the Group during the Managed Wind-Down that has not been used to
repay borrowings prior to its distribution to the Company's shareholders will
be held by the Group as cash in Sterling or U.S. Dollar on deposit and/or as
cash equivalent securities, including short-dated corporate bonds or other
cash equivalents, cash funds or bank cash deposits (and/or funds holding such
investments).

The net proceeds from realisations will be used to repay borrowings and make
timely returns of capital to the Company's shareholders (net of provisions for
the Company's costs and expenses) in such manner as the Board considers
appropriate.

Investment restrictions

The Company will continue to comply with the requirements imposed by the UK
Listing Rules made by the Financial Conduct Authority in force from time to
time, notwithstanding that the concentration of the value of the Company's
portfolio in fewer holdings will reduce diversification and the spread of
investment risk.

Gearing policy

The Group may utilise borrowings for short-term liquidity and working capital
purposes.

Gearing represented by borrowings shall not exceed 25 per cent. of net asset
value, measured at the point of entry into or acquiring such debt.

Currency and hedging policy

The Group may use derivatives for the purposes of hedging, partially or fully:

(a)      electricity price risk relating to any electricity or other
benefit including renewable energy credits or incentives, generated from its
renewable energy assets not sold under a power purchase agreement (PPA), as
further described below;

(b)      currency risk in relation to any Sterling (or other non - U.S.
Dollar) denominated operational expenses of the Company;

(c)      other project risks that can be cost-effectively managed through
derivatives (including, without limitation, weather risk); and

(d)      interest rate risk associated with the Company's debt
facilities.

In order to hedge electricity price risk, the Company may enter into
specialised derivatives, such as contracts for difference or other hedging
arrangements, which may be part of a tripartite or other PPA arrangement in
certain wholesale markets where such arrangements are required to provide an
effective fixed price under the PPA.

Members of the Group will only enter into hedging or other derivative
contracts when they reasonably expect to have an exposure to a price or rate
risk that is the subject of the hedge.

Amendments to the investment objective, policy and investment restrictions

If the Board considers it appropriate to amend materially the investment
objective, investment policy or investment restrictions of the Company,
shareholder approval to any such amendment will be sought by way of an
ordinary resolution proposed at an annual or other general meeting of the
Company."

 

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  NOGTTBMTMTTTTPI