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/ and submitted to the National Storage Mechanism, where it will be available for inspection at 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 Whitney Voute
| +1 718 230 4329 |
| Cavendish Securities Plc Tunga Chigovanyika James King Will Talkington
| +44 20 7397 8900 |
| Jefferies International Limited Stuart Klein Gaudi Le Roux
| +44 20 7029 8000
|
| 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 443MWDC, all located in the United States.
Further information on the Company can be found on its website at http://www.ussolarfund.co.uk.
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