Jade Power Provides Update on Asset Sale Transaction
TORONTO, ONTARIO – September 26, 2022 – Jade Power Trust (“Jade Power” or the “Trust”) (TSXV: JPWR.UN) is pleased to announce that the special meeting (the “Meeting”) of holders (“Unitholders”) of units (“Units”) in the capital of the Trust to approve, among other items, the previously announced proposed sale of all of the Trust’s renewable energy operating assets (the “Sale Transaction”) pursuant to the terms of a share sale purchase agreement (the “Purchase Agreement”) dated September 1, 2022 entered into among the Trust’s administrator, Jade Power Administrator Inc. (the “Administrator”), certain of the Trust’s subsidiaries and Enery Power Holding GmbH (“Enery”) will be held virtually on October 20, 2022. The record date for Unitholders entitled to vote at the Meeting is September 19, 2022. Please see the news release of the Trust dated September 1, 2022 for a comprehensive description of the Sale Transaction and Purchase Agreement.
Update on Initial Special Distribution Amount
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 Trust is pleased to announce that it now expects the initial Special Distribution amount to be approximately CDN$3.16 per Unit1, as compared to the CDN$3.03 per Unit previously announced on September 1, 2022. Notwithstanding the anticipated increase to the initial Special Distribution amount, the Trust does not expect the aggregate value of all Special Distributions payable to Unitholders in connection with the Sale Transaction to materially deviate from the previously announced CDN$3.40 per Unit, assuming the release to Jade Power of the entirety of the Euro 4.0 million indemnity escrow amount (the “Escrow Amount”) to be held in escrow at closing pursuant to the terms of the Purchase Agreement. The Trust will announce the exact value of the initial Special Distribution in a news release (the “Closing News Release”) upon closing of the Sale Transaction.
The Closing News Release will also confirm the record date to determine the Unitholders entitled to receive the Special Distributions, which shall be set by the board of directors of Administrator upon closing of the Sale Transaction and is currently anticipated to be set at such date that is five trading days following the closing of the Sale Transaction. 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 is expected to be subject to compliance with the “due bill” trading requirements of the TSX Venture Exchange (the “TSXV”) under TSXV Policy 3.2. Additional details relating to due bill trading will be included in the Closing News Release.
A copy of the Purchase Agreement is available at www.sedar.com and a copy of the management information circular (the “Circular”) relating to the Meeting is expected to be mailed to Unitholders and available at www.sedar.com on or about September 28, 2022. Unitholders are urged to read the Circular and the other relevant materials when they become available, as such materials will contain important information regarding the Sale Transaction.
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, including statements regarding the Sale Transaction, the receipt of necessary Unitholder and TSXV approvals and satisfaction of other closing conditions, the anticipated timing of the special meeting of Unitholders to approve the Sale Transaction, the release of the Indemnity Escrow Amount and the ultimate quantum and timing of the Special Distributions payable to Unitholders upon closing of the Sale Transaction and the timing of the delisting of the Units from the TSXV.
In respect of the forward-looking statements and information included in this press release, the Trust has provided such in reliance on certain assumptions that it believes are reasonable at this time, including assumptions as to the timing of the mailing of the Circular relating to the Meeting to consider the Sale Transaction, the timing of such Unitholder meeting, the ability of the parties to the Purchase Agreement to receive, in a timely manner and on satisfactory terms, 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 and ongoing Russia-Ukraine conflict. 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 necessary Unitholder and 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 Special Distributions; 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.
1 As the purchase price payable pursuant to the Purchase Agreement is denoted in Euros, the CDN$ references in this press release assume a Euro / CDN$ exchange rate of 1:1.32 based on the Bank of Canada exchange rate as at August 31, 2022.