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Jade Power Announces Details of Initial Special Distribution Following Sale Transaction
V.JPWR.UN | 1 day ago
TORONTO, Nov. 28, 2022 (GLOBE NEWSWIRE) -- Jade Power Trust (“Jade Power” or the “Trust”) (TSXV: JPWR.UN) is pleased to announce that the board of directors of Jade Power Administrator Inc., in its capacity as administrator of the Trust (the “Board”), has declared a special distribution (the "Initial Special Distribution") to holders of Units (“Unitholders”) comprised of the following consideration per trust unit (each, a “Unit”) in the capital of the Trust: (i) $3.24 in cash; and (ii) one contingent value right (each, a “CVR”).
The Initial Special Distribution will be paid on December 12, 2022 (the “Payment Date”) to holders of Units (“Unitholders”) of record at the close of business on December 5, 2022, subject to compliance with the TSX Venture Exchange (the “TSXV”) “due bill” trading requirements as set out below. As of the date of this press release, there are 22,525,912 Units issued and outstanding. As a result of the value of the Initial Special Distribution being greater than 25% of the value of the Units on the declaration date, the payment of the Initial Special Distribution is subject to compliance with the due bill trading requirements of the TSXV. As such, the Units will trade on a "due bill" basis during the period (the "Due Bill Period") from and including December 2, 2022 until the close of trading on the Payment Date, being December 12, 2022, with the ex-distribution date being December 13, 2022 and the due bill redemption date being December 14, 2022. This means that purchasers of Units during the Due Bill Period will receive the Initial Special Distribution payment provided they continue to be holders of the applicable Units on the Payment Date.
CVR Terms
Each CVR shall entitle the holder thereof to its pro rata portion of any net cash amounts available for distribution, if any, following the release of the Indemnity Escrow Amount (as defined below) and any amounts remaining from the cash reserve set aside by the Board from the net proceeds of the Sale Transaction (as defined below) to fund the Trust’s ongoing overhead and operational expenses and contingent liabilities (any such amounts, collectively, “CVR Distributions”).
The CVRs are to be governed by the terms of an indenture to be entered into between the Trust and TSX Trust Company, transfer agent to the Trust, on the Payment Date. The issuance of the CVRs by the Trust will crystallize the entitlement of current Unitholders to a portion of the CVR Distributions, if any, and prevent dilution of this entitlement through future Unit issuances of the Trust. There can be no assurance as to the quantum and timing of any CVR Distributions. The record date for Unitholders to be entitled to the CVR Distributions, if any, will be the same as the record date for the Initial Special Distribution, being December 5, 2022, and will also be subject to the same Due Bill Period trading parameters applicable to the Initial Special Distribution set out above.
The declaration of the Initial Special Distribution was made in connection with the closing of the Trust’s previously announced sale transaction of all of its renewable energy operating assets (the “Sale Transaction”) to Enery Power Holding GmbH (“Enery”) 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. As announced on November 22, 2022 (the “Closing Press Release”), 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 potential claims by the Purchaser pursuant to the terms of the Purchase Agreement. Please see the Closing Press Release, which is available at www.sedar.com, for additional details relating to the release of the Indemnity Escrow Amount.
It is the intention of the Trust to distribute all of the net proceeds received from the Sale Transaction, including the portion of the Indemnity Escrow Amount released from escrow, together with any existing working capital less certain necessary holdbacks for future operating and maintenance expenses and contingent liabilities of the Trust, to Unitholders by way of two or more CVR Distributions following the payment of the Initial Special Distribution. The Board has resolved that any holdback amounts not deemed necessary or expended in the future for the current Unitholders shall also be distributed in the future as a CVR Distribution.