Jade Power Trust is pleased to announce the closing of its previously announced sale transaction of all of its renewable energy operating assets (the “Sale Transaction”) to Enery Power Holding GmbH (“Enery”), an Austrian-based renewable energy company with operations throughout the Czech Republic, Slovakia and Bulgaria, and an affiliate thereof (the “Purchaser”), pursuant to the terms and conditions set out in the share sale agreement (the “Purchase Agreement”) dated September 1, 2022 entered into among the Trust, Enery, the Purchaser and certain subsidiaries of the Trust. The parties to the Sale Transaction act at arm’s length.
The net cash payment paid by the Purchaser to the Trust at the closing of the Sale Transaction was approximately Euro 66 million (approximately CDN$90.93 million1), of which Euro 4.0 million (approximately CDN$5.51 million) (the “Indemnity Escrow Amount”) has been deposited into escrow to cover certain potential claims by the Purchaser for a period of (i) up to 180 days following the closing of the Sale Transaction with respect to up to Euro 1.0 million of the Indemnity Escrow Amount; and (ii) up to one (1) year from the closing of the Sale Transaction with respect to the remaining Euro 3.0 million of the Indemnity Escrow Amount. The quantum of the Indemnity Escrow Amount to be released from escrow will be distributed to Unitholders in due course; however, there can be no certainty as to the quantum of the Indemnity Escrow Amount once released. The cash closing payment represents an aggregate purchase price of Euro 70,317,943 (as compared to Euro 70,301,000 as reported in the Trust’s management information circular dated September 21, 2022), subject to certain adjustments as provided in the Purchase Agreement.
Update on Unit Distributions
As previously announced, it is the intention of the Trust to distribute all of the net proceeds received from the Sale Transaction, together with any existing working capital less certain necessary holdbacks for tax and operating and maintenance expenses of the Trust, to Unitholders in three or more special distributions (each, a “Special Distribution”). The exact amount and payment date of the initial Special Distribution and the record date for the determination of the Unitholders entitled to receive the Special Distributions is expected to be announced by the Trust prior to the end of November once the exact value of the initial Special Distribution has been determined after taking account applicable exchange rates and transaction costs.
As the expected value of the initial Special Distribution will be greater than 25% of the value of the Units on the date the initial Special Distribution is declared, the payment of the initial Special Distribution will be subject to compliance with the “due bill” trading requirements of the TSX Venture Exchange (the “TSXV”) under TSXV Policy 3.2. Specifics about the due bill trading period attaching to the Units in connection with the payment of the initial Special Distribution will be announced when the Trust discloses the details of the Special Distribution noted above. The terms of the initial Special Distribution are subject to the approval of the TSXV.
Movement to NEX Board
The Trust has also been advised by the TSXV that the listing of the Units will be transferred to the NEX Board (“NEX”) of the TSXV as a result of the Trust no longer meeting certain of the TSXV’s continuous listing requirements following the closing of the Sale Transaction. The trading of the Units on NEX is to become effective at the opening of trading on or about November 25, 2022.