ROOF Atrato Onsite Energy Plc

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].

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:

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/.

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.

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:

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.