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On 3 May 2024, US Solar Fund PLC (USF) announced the publication of a circular and notice of a General Meeting regarding a proposed Tender Offer. The Tender Offer is set at $0.764 per share, reflecting the 31 December 2023 NAV of $0.78 per share less 2% for associated costs. Shareholders will vote on a Special Resolution to approve the Tender Offer at a General Meeting scheduled for 2:50 p.m. on 21 May 2024, which requires 75% or more of the total voting rights of Shareholders who vote.
| Date | 3 May 2024 |
| Time | 07:00:10 |
| Category | Miscellaneous |
| ID | 0662N |
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:
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US Solar Fund Meredith Frost (Amber) |
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Cavendish Capital Markets Limited Tunga Chigovanyika James King Will Talkington |
+44 20 7397 8900
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KL Communications Charles Gorman Charlotte Francis Patrick Lodge
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+44 20 3382 6644
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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.