3 May 2024
US Solar
Fund PLC
("USF",
or the "Company")
Tender Offer, 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 the background and details of
the Tender Offer announced by the Company and providing notice of a
General Meeting of Shareholders to approve the Tender
Offer.
Background to Tender Offer
The Company announced on 25 March
2024, on publication of its annual results for the period ending 31
December 2023, that it was analysing options available to it to
return capital to Shareholders, consistent with previous
announcements made on 18 March 2024, 10 July 2023 and 26 June
2023.
The Company announced on 24 April
2024, its intentions to launch a Tender Offer as a method of
returning capital to Shareholders. It is now proposed that the
Company conduct a Tender Offer, at the Tender Price of $0.764 per
share. This is equivalent to the 31 December 2023 NAV of $0.78 per
share, less 2% for the costs of administering the Tender
Offer.
Circular
The Circular sets out the background
to and details of the Tender Offer and includes a notice of General
Meeting of the Company.
A copy of the Circular will be made
available on the Company's website at 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.
For information, capitalised terms
used but not defined in this announcement (including Tender Offer
and Tender Price) shall have the meaning given to them on pages
33-35 of the Circular.
General Meeting
The implementation of the Tender
Offer requires the approval of Shareholders. Formal Notice
convening a General Meeting of the Company, which is to be held at
2:50 p.m. on 21 May 2024 at The Scalpel, 18th Floor, 52 Lime
Street, London EC3M 7AF, and at which the Resolution will be
proposed, is set out in the Circular. The notice includes the full
text of the Resolution.
Resolution
The proposed resolution is a Special
Resolution. To become effective, the Resolution must be passed by
Shareholders representing 75% (or more) of the total voting rights
of Shareholders who, being entitled to vote, do so in person or by
proxy. The Resolution must be passed for the Tender Offer to become
unconditional.
For
further information, please contact:
|
US
Solar Fund
Meredith
Frost (Amber)
|
+44 20 7939 0550
|
|
Cavendish Capital Markets Limited
Tunga Chigovanyika
James King
Will Talkington
|
+44 20 7397 8900
|
|
KL
Communications
Charles Gorman
Charlotte Francis
Patrick Lodge
|
+44 20 3382 6644
|
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 cashflows
by selling electricity to creditworthy offtakers under long-term
power purchase agreements (or PPAs). The Company's portfolio
currently consists of 41 operational solar projects with a total
capacity of 443MWDC, all located in the United
States.
Further information on the Company
can be found on its website at http://www.ussolarfund.co.uk.
About Amber Infrastructure Group
Amber Infrastructure (Amber) is an
international infrastructure specialist, focused on investment
origination, development, asset management and in Europe, fund
management. Amber's core business focuses on infrastructure assets
across the public, transport, energy, digital and demographic
infrastructure sectors that support the lives of people, homes and
businesses internationally.
Among other funds, Amber
Infrastructure advises International Public Partnerships,
a FTSE 250-listed Company with a market cap of
approximately £2.5 billion and 15-year track record of
long-term investment in infrastructure assets globally. Amber is
headquartered in London with offices
in Europe, North America and Australia and
employs c.180 infrastructure professionals. Amber has had a
strategic partnership with the Hunt Group of Companies in
the US since 2015. Learn more at www.amberinfrastructure.com.