Jade Power Announces Unitholder Approval of Sale Transaction
TORONTO, ONTARIO – October 20, 2022 – Jade Power Trust (“Jade Power” or the “Trust”) (TSXV: JPWR.UN) is pleased to announce that its previously announced proposed sale of all of the Trust’s renewable energy operating assets (the “Sale Transaction”) was approved by holders (“Unitholders”) of units (“Units”) in the capital of the Trust at the special meeting (the “Meeting”) of Unitholders held earlier today. Unitholder approval of the Sale Transaction marks a significant milestone towards the closing of the Sale Transaction, the terms and conditions of which are set out in the share sale purchase agreement (the “Purchase Agreement”) dated September 1, 2022 entered into among the Trust’s administrator, Jade Power Administrator Inc., certain of the Trust’s subsidiaries and Enery Power Holding GmbH.
The closing of the Sale Transaction is subject to the satisfaction or waiver of the remaining conditions precedent set out in the Purchase Agreement. Please see the news releases of the Trust dated September 1 and September 26, 2022 for a comprehensive description of the Sale Transaction and Purchase Agreement.
In order to be effective, the resolution approving the Sale Transaction required the approval of at least 66 2/3% of votes cast by all Unitholders and the approval of a majority of votes cast by Unitholders (the “Disinterested Unitholders”) after excluding the Units owned or controlled by certain Unitholders. At the Meeting, over 99% of the votes cast by all Unitholders and by Disinterested Unitholders were in favour of the Sale Transaction. Please see the Trust’s news release dated September 1, 2022 and the management information circular relating to the Meeting dated September 21, 2022 (the “Circular”) for a detailed description of the Sale Transaction voting requirements.
The resolutions approving the fixing of the number of directors to three and the election of each of Ravi Sood, J. Colter Eadie and John Huxley were also passed at the Meeting, the terms of which resolutions are set out in the Circular. With respect to the resolution (the “Delisting Resolution”) contained in the Circular authorizing the delisting of the Units from the TSXV after completion of the Sale Transaction, while greater than 50% of the votes cast at the Meeting were in favour of the Delisting Resolution and therefore validly being passed under applicable law, the Delisting Resolution did not receive a sufficient percentage of votes cast in favour pursuant to applicable TSXV policies, which exclude the votes cast by various insiders of the Trust including the Trust’s largest Unitholder. Management and the Board of the Trust had recommended the Delisting Resolution in order to minimize ongoing costs after the completion of the Sale Transaction in order to maximize the amount of cash available to distribution to Unitholders. Given substantial complexities specific to both the structure of the Trust and the Sale Transaction, it is the view of management of the Trust that there is no value, only costs, associated to remaining listed.
For further information, please contact:
|J. Colter Eadie
Chief Executive Officer
Chief Financial Officer
About Jade Power
The Trust, through its direct and indirect subsidiaries in Canada, the Netherlands and Romania, has been formed to acquire interests in renewable energy assets in Romania, other countries in Europe and abroad that can provide stable cash flow to the Trust and a suitable risk-adjusted return on investment. The Trust intends to qualify as a “mutual fund trust” under the Income Tax Act (Canada) (the “Tax Act”). The Trust will not be a “SIFT trust” (as defined in the Tax Act), provided that the Trust complies at all times with its investment restriction which precludes the Trust from holding any “non-portfolio property” (as defined in the Tax Act). All material information about the Trust may be found under Jade Power's issuer profile at www.sedar.com.
Statements in this press release contain forward-looking information. Such forward-looking information may be identified by words such as “anticipates”, “plans”, “proposes”, “estimates”, “intends”, “expects”, “believes”, “may” and “will”. The forward-looking statements included in this press release, include statements regarding the Sale Transaction, TSXV approvals and the satisfaction of other closing conditions set out in the Purchase Agreement. In respect of the forward-looking statements and information included in this press release, the Trust has provided such statements in reliance on certain assumptions that it believes are reasonable at this time, including the ability of the parties to the Purchase Agreement to receive, in a timely manner and on satisfactory terms, the necessary approvals to complete the Sale Transaction, the ability of such parties to satisfy, in a timely manner, the other conditions to the closing of the Sale Transaction, the ability of the Trust to manage the risks (economic, operational, financial, and other risks) associated with the COVID-19 pandemic, the ongoing Russia-Ukraine conflict and other global macroeconomic challenges. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release.
Forward-looking statements necessarily involve known and unknown risks and uncertainties, many of which are beyond the Trust’s control. Such risks and uncertainties include but are not limited to: the risk that the Sale Transaction may not be completed on a timely basis, or at all; risks that the conditions to the consummation of the Sale Transaction may not be satisfied; the risk that the Sale Transaction may involve unexpected costs, liabilities or delays; the risk that, prior to the completion of the Sale Transaction, the Trust’s business may experience significant disruptions, including loss of customers or employees, due to transaction-related uncertainty or other factors; the possible occurrence of an event, change or other circumstance that could result in termination of the Sale Transaction; risks that the Sale Transaction may have a negative impact on the market price and liquidity of the Units; risks related to the diversion of management’s attention from the Trust’s ongoing business operations; risks relating to the failure to obtain final TSXV approvals; risks related to the Trust’s strategy going forward; risks related to the COVID-19 pandemic and ongoing Russia-Ukraine conflict; foreign exchange risk; risks related to the potential loss of the Trust’s status as a “mutual fund trust” following the anticipated payment of special distributions to Unitholders following the completion of the Sale Transaction; and other risks inherent to completing a cross-border transaction of this nature. Further, failure to obtain the requisite approvals or the failure of the parties to otherwise satisfy the conditions to or complete the Sale Transaction, may result in the Sale Transaction not being completed on the proposed terms, or at all. In addition, if the Sale Transaction is not completed, and the Trust’s business continues in its current form, the announcement of the Sale Transaction and the dedication of substantial resources of the Trust to the completion of the Sale Transaction could have a material adverse impact on the Trust’s unit price, its current business relationships (including with future and prospective employees, customers and partners) and on the current and future operations, financial condition and prospects of the Trust. When relying on forward-looking statements to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Readers are cautioned that the foregoing list of factors is not exhaustive.
Details of additional risk factors relating to the Trust and its business, generally, are discussed under the heading “Business Risks and Uncertainties” in the Trust's annual Management's Discussion & Analysis for the year ended December 31, 2021, a copy of which is available on Jade Power's SEDAR profile at www.sedar.com. These statements speak only as of the date of this press release. Except as otherwise required by applicable securities statutes or regulation, Jade Power expressly disclaims any intent or obligation to update publicly forward-looking information, whether as a result of new information, future events or otherwise.
Neither the TSXV nor its regulation services provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.