REG - US Solar Fund PLC US Solar Fund - USFP - Investment Policy Change/Notice of General Meeting

Us Solar FundAnnouncement

31/10/2023 07:15

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RNS Number : 7687R  US Solar Fund PLC  31 October 2023

31 October 2023

US SOLAR FUND PLC

("USF", or the "Company")

Proposed Change of Investment Policy, publication of Circular and Notice of
General Meeting

The Board of directors of USF is pleased to announce it has published today a
circular (the "Circular") advising Shareholders of proposed changes to the
Company's investment policy (the "Investment Policy") and providing notice of
a general meeting of Shareholders to approve such changes.  The Circular also
contains information pertaining to the use of balance sheet cash and, further
to the Company's announcement on 21 August 2023, contains details of the terms
agreed with a potential new investment manager ("New Investment Manager"),
Amber Infrastructure Investment Advisor, LLC, a member of the Amber
Infrastructure Group ("Amber").

Amber's appointment as the New Investment Manager is conditional on, inter
alia, the approval by Shareholders of amendments to the Investment Policy as
contemplated in the Circular.  Subject to this approval, and the satisfaction
of the other conditions also set out in the Circular, Amber will be appointed
in place of the current investment manager, New Energy Solar Manager Pty
Limited, to provide the Company and other members of its group with
discretionary portfolio management and risk management services.

Background

As previously announced on 17 October 2022, and further described in the
Company's announcement on 12 May 2023, the Company has undertaken a strategic
review of the options available to the Company to maximise value for its
Shareholders (the "Strategic Review"). As part of this Strategic Review, the
Company considered proposals in relation to: (i) a sale of the Company's
portfolio of assets and return of funds to shareholders (the "Asset Sale");
(ii) a sale of the entire issued, and to be issued, share capital of the
Company (the "PLC Sale"); and (iii) a change of the investment management
arrangements of the Company.

The Board did not receive, and does not expect to receive, any formal Asset
Sale or PLC Sale proposals which it considers to be in the best interests of
its Shareholders.  As a result, the Board considers that, at this stage, a
change of the investment management arrangements and the appointment of Amber
is in the best interest of Shareholders.

In the event that the Resolution to be proposed at the General Meeting is not
passed by Shareholders, Amber will not be appointed as the New Investment
Manager. In that scenario, where the new management arrangements do not take
effect, the Directors would continue considering other proposals for the
future of the Company. However, there is no guarantee that such proposals
would deliver a better outcome for shareholders.

Recommendation

The Board considers that the Proposal is in the best interests of the Company
and its Shareholders as a whole. The Board recommends that all Shareholders
vote in favour of the Resolution, as the Directors intend to do in respect of
their own beneficial holdings of Shares, including Shares held by persons
closely associated with them, which, in aggregate, amount to 171,429 Shares,
representing approximately 0.05 per cent. of the total voting rights in the
Company.

Circular

Unless otherwise defined, capitalised terms used but not defined in this
announcement shall have the meaning given to them in the Circular.

A copy of the Circular will be made available on the Company's website
at https://www.ussolarfund.co.uk/ (https://www.ussolarfund.co.uk/) and
submitted to the National Storage Mechanism, where it will be available for
inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

Resolution

The proposed Resolution is an Ordinary Resolution and will, if passed, amend
the Investment Policy of the Company in the manner described in the Circular.
To become effective, the Resolution must be approved by a simple majority of
the votes cast by Shareholders who, being entitled to vote, are present in
person or by proxy at the General Meeting.

General Meeting

Formal Notice convening the General Meeting, to be held at The Scalpel, 18th
Floor, 52 Lime Street, London EC3M 7AF at 10 a.m. on 17 November 2023, is set
out in the Circular, which includes dates and sequence of events relating to
the implementation of the Proposal and the full text of the Resolution.

 

For further information, please contact:

 US Solar Fund                    +1 718 230 4329

 Whitney Voute

 Cavendish Securities Plc         +44 20 7397 8900

 Tunga Chigovanyika

 James King

 Will Talkington

 Jefferies International Limited  +44 20 7029 8000

 Stuart Klein

 Gaudi Le Roux

 KL Communications                +44 20 3995 6673
 Charles Gorman

 Charlotte Francis

 

About US Solar Fund plc

 

US Solar Fund plc, established in 2019, listed on the premium segment of
the London Stock Exchange in April 2019. The Company's investment objective
is to provide investors with attractive and sustainable dividends with an
element of capital growth by owning and operating solar power assets in North
America and other OECD countries in the Americas.

 

The solar power assets that the Company acquires or constructs are expected to
have an asset life of at least 30 years and generate stable and uncorrelated
cash flows by selling electricity to creditworthy off-takers under long-term
PPAs. The Company's portfolio currently consists of 41 operational solar
projects with a total capacity of 443MW(DC), all located in the United
States.

 

Further information on the Company can be found on its website
at http://www.ussolarfund.co.uk (http://www.ussolarfund.co.uk/) .

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