Publication of Circular and Notice of GM

Atrato Onsite Energy PLC

27 November 2024

 

Atrato Onsite Energy plc

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

FOR IMMEDIATE RELEASE

27 November 2024

Atrato Onsite Energy plc

Publication of Circular and Notice of General Meeting

Further to the announcement of 8 November 2024 in respect of the completion of the disposal by Atrato Onsite Energy plc (the "Company") of its entire portfolio of solar assets ("Completion"),  a circular has today been published and sent to Shareholders (the "Liquidation Circular") setting out the recommended proposal for a members' voluntary liquidation of the Company (the "Proposal"). The Liquidation Circular contains the Notice of the General Meeting of the Company to be held at the offices of Stifel Nicolaus Europe Limited, 4th Floor, 150 Cheapside, London, EC2V 6ET at 12:00 p.m. on 13 December 2024 for the purpose of seeking Shareholder approval of the Resolution.

The Resolution relates to the approval of the Company being wound up voluntarily and the appointment of the Liquidators for the purpose of the winding up. It grants the Liquidators authority to make distributions in cash to the Shareholders (after payment of the Company's liabilities and after deducting the costs of implementation of the Company's winding up), in proportion to their holdings of Ordinary Shares in accordance with the provisions of the Articles. It also grants the Liquidators authority to exercise certain powers laid down in the Insolvency Act 1986 and determine the remuneration of the Liquidators by reference to the time spent attending to matters connected with the liquidation.

After taking into account the net proceeds from the Disposal, the Company's known liabilities, service provider termination costs, estimated advisory and termination costs, estimated net interest income and the Post-Disposal Dividend of 1.98 pence per Ordinary Share, it is expected that Shareholders will receive 80.2 pence per Ordinary Share in total, marginally above the Estimated Net Assets per Ordinary Share of 80.0 pence referred to in the Disposal Announcement.

It is anticipated that the Liquidators will be in a position to make an initial distribution of substantially all of the net assets of the Company in late January or early February 2025.

All Shareholders are encouraged to vote in favour of the Resolution to be proposed at the General Meeting and, if their Ordinary Shares are not held directly, to arrange for their nominee to vote on their behalf.

Background to the Proposal

Shareholders were asked to vote on the change of the Company's investment objective and policy at a general meeting held on 22 October 2024, which was deemed to be a de facto vote on the Disposal. Shareholders duly approved the change in investment objective and policy by a large majority at that general meeting.

Following Completion, the Company has held the cash proceeds of the Disposal, together with its existing cash reserves, in interest bearing current accounts.

At the time of the Disposal, the Board stated its intention to seek Shareholder approval for the members' voluntary liquidation of the Company with a view to distributing the Company's net assets to Shareholders as soon as reasonably practicable. The Board continues to believe it is in Shareholders' best interests that the Company be wound up so as to return capital to Shareholders in the most efficient means possible and has, therefore, resolved to recommend to Shareholders that the Company enter into a members' voluntary liquidation.

The Proposal

The Board is recommending the Company be placed into members' voluntary liquidation. This requires the approval of Shareholders at the General Meeting.

It is proposed that Derek Neil Hyslop and Richard Peter Barker, both licensed insolvency practitioners of Ernst & Young LLP, One More London Place, London, SE1 2AF be appointed as joint liquidators of the Company (the "Liquidators"). The winding up of the Company will be a solvent winding up in which it is intended that all creditors will be paid in full. The appointment of the Liquidators will become effective subject to, and immediately upon, the passing of the Resolution at the General Meeting, at which point the powers of the Directors will cease.

The Liquidators will then assume responsibility for the winding up of the Company, and shall, among other things: (i) pay any fees, costs and expenses of the Company; (ii) discharge the liabilities of the Company; (iii) ensure that the Company has submitted all required pre and post liquidation tax returns and discharged all associated liabilities and that HM Revenue & Customs have no outstanding queries into the Company's tax affairs; and (iv) distribute the Company's surplus assets to Shareholders.

If appointed, the Liquidators will be entitled to receive remuneration for their services by reference to the time properly given by them and their staff, as well as raise and draw invoices in respect of disbursements, on the terms set out in the Liquidators' Engagement Letter and in the Resolution.

In order to facilitate the implementation of the Proposal, the Ordinary Shares will be suspended from listing on the Official List and from trading on the Main Market with effect from 7.30 a.m. on 13 December 2024, being the date of the General Meeting.

If the Resolution is subsequently passed at the General Meeting, this will result in the cancellation of the listing of the Ordinary Shares on the Official List and the Ordinary Shares ceasing to trade on the Main Market. It is expected that the cancellation of listing and trading would take effect from 8.00 a.m. on 16 December 2024.

Distributions to Shareholders during the members' voluntary liquidation

Assuming that the Resolution is passed, it is anticipated that the Liquidators will be in a position to make an initial distribution of substantially all of the net assets of the Company in late January or early February 2025 (the "Initial Distribution"). This timeline is to allow (a) the Liquidators to comply with their obligation to give all actual and/or contingent creditors of the Company notice of the liquidation and the requirement to submit claims to the Liquidators by a last proving date, which must be a minimum period of 21 days from the date of the notice; and (b) the Liquidators to adjudicate and pay (if accepted) and/or reserve sufficient funds to pay any claims received. It is estimated that the value of the Initial Distribution will be no less than 77.0  pence per Ordinary Share.

The Liquidators will retain the balance of funds in the liquidation estate and once the Liquidators have satisfied all the claims of creditors of the Company and paid the costs and expenses of the liquidation, and the Company's tax affairs have been finalised, it is expected the Liquidators will make a final distribution to Shareholders of any residual cash in the liquidation estate. The final distribution, if any, will be paid at a time to be determined solely by the Liquidators but is envisaged to be in the region of nine months after the entry into members' voluntary liquidation.

All Shareholders on the Register of Members as at 6.00 p.m. on 12 December 2024, being the Record Date, will be entitled to any distributions made during the course of the liquidation.

The Liquidation Circular and the Notice of General Meeting are available for viewing on the Company's website at https://atratorenewables.com/. The Liquidation Circular and the Notice of General Meeting has also been submitted to the National Storage Mechanism of the FCA and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Expected timetable of principal events

Event
Publication of the Liquidation Circular and the Notice of General Meeting	27 November 2024
Last day of dealing in the Ordinary Shares through CREST on a normal rolling two day settlement basis Latest time and date for receipt of proxy appointments (whether online, via a CREST Proxy Instruction, via Proxymity or by hard copy proxy form) in respect of the General Meeting	10 December 2024 12.00 p.m. on 11 December 2024
Record time and date for entitlement to vote at the General Meeting	6.00 p.m. on 11 December 2024
Close of Register of Members, Record Date for participation in the members' voluntary liquidation and settlement of Ordinary Shares disabled in CREST	6.00 p.m. on 12 December 2024
Suspension of Ordinary Shares from listing on the Official List and from trading on the Main Market	7.30 a.m. on 13 December 2024
General Meeting	12.00 p.m. on 13 December 2024
Appointment of Liquidators	13 December 2024
Cancellation of the listing of the Ordinary Shares on the Official List and of the trading of the Ordinary Shares on the Main Market	8.00 a.m. on 16 December 2024
Notes:
1)     All references to time in the expected timetable set out above and in this announcement are to London (UK) time, unless otherwise stated. 2)     The expected timetable set out above and referred to throughout this announcement may be subject to change. If any of the above times and/or dates should change, the new times and/or dates will be announced to Shareholders through a Regulatory Information Service.

Stifel Nicolaus Europe Limited is acting as Sole Financial Adviser and Corporate Broker to the Company. Gowling WLG (UK) LLP is acting as Legal Adviser to the Company.

Defined terms used in this announcement shall, unless the context requires otherwise, have the meanings ascribed to them in the Liquidation Circular.

For further information, please contact:

Stifel Nicolaus Europe Limited (Sole Financial Adviser and Corporate Broker) Mark Young Rajpal Padam Madison Kominski Andrew Yeo	[phone]
Greenhouse Communications   Jessie Wilson	[e-mail] [phone]

Notes to Editors

Atrato Onsite Energy plc (LSE: ROOF) is an investment company specialising in clean energy generation with 100% carbon traceability. The Company focuses on UK solar, helping its clients achieve net zero and reduce their energy bills.

Its shares were admitted to trading on the premium segment of the Main Market of the London Stock Exchange on 23 November 2021. Atrato Partners Limited is the Company's Investment Adviser.

Further information is available on the Company's website https://atratorenewables.com/.

The Company's LEI is 213800IE1PPREDIIZB62.

IMPORTANT NOTICE

The person responsible for arranging release of this announcement on behalf of Atrato Onsite Energy plc is Rebecca Lillington, Company Secretary at Hanway Advisory Limited.

This announcement is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction. Shareholders are advised to carefully read the Liquidation Circular. 

The release, publication or distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe such restrictions. Any failure to comply with such restrictions may constitute a violation of the securities law of any such jurisdiction.

Stifel Nicolaus Europe Limited ("Stifel") which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as sole financial adviser and corporate broker exclusively for Atrato Onsite Energy plc and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters set out in this announcement and will not be responsible to anyone other than Atrato Onsite Energy plc for providing the protections afforded to clients of Stifel, nor for providing advice in relation to any matter referred to herein.

Apart from the responsibilities and liabilities, if any, which may be imposed upon Stifel by FSMA or the regulatory regime established thereunder, neither Stifel nor any of its associates or affiliates (nor their respective directors, officers, employees or agents) accepts any responsibility whatsoever or makes any representation or warranty, express or implied, concerning the contents of this announcement, including its accuracy, completeness or verification, or concerning any other statement made or purported to be made by it or them, or on its or their behalf, the Company or the Directors in connection with the Company or the Proposal, and nothing in this announcement is, or shall be relied upon as a promise or representation in this respect, whether as to the past or future. Stifel and its associates and affiliates (and their respective directors, officers, employees or agents) accordingly disclaim, to the fullest extent permitted by law, all and any responsibility and liability whether arising in tort, contract or otherwise (save as referred to herein) which it or they might otherwise have in respect of this announcement or any such statement.

Information regarding forward-looking statements

This announcement contains statements which are, or may be deemed to be, "forward-looking statements" which are prospective in nature. All statements other than statements of historical fact are forward-looking statements. They are based on intentions, beliefs and/or current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of a date in the future or forward-looking words such as "plans", "expects", "is expected", "is subject to", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", "believes", "targets", "aims", "projects" or words or terms of similar substance or the negative of those terms, as well as variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations or events that are beyond the Company's control. Forward-looking statements include statements regarding the intentions, beliefs or current expectations of the Company concerning, without limitation, the business, results of operations, financial condition, liquidity, prospects, growth and strategies of the Company.

Such forward-looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Important factors that could cause the actual results, performance or achievements of the Company to differ materially from the expectations of the Company include, amongst other things, general business and economic conditions globally, changes in government and changes in law, regulation and policy, including in relation to taxation, future income of the Company being lower than expected, expected cost savings not being fully realised or in line with expected timeframes and interest rate fluctuations. Such forward-looking statements should therefore be construed in the light of such factors.

Neither the Company nor any of its Directors, officers or advisers provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.

Forward-looking statements contained in this announcement apply only as at the date of this announcement. Other than in accordance with its legal or regulatory obligations (including under the Listing Rules, the Disclosure Guidance and Transparency Rules and UK MAR), the Company is not under any obligation and the Company expressly disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The information in this announcement is subject to change without notice.

No profit forecast or estimate

No statement in this announcement is intended as a profit forecast or profit estimate for any period.

Websites

Neither the contents of the Company's, the AIFM's or the Investment Advisers' website nor any website accessible by hyperlinks on the Company's, the AIFM's or the Investment Adviser's website is incorporated in, or forms part of, this announcement.

Presentation of financial information

References to "£", "GBP", "pounds", "pounds sterling", "sterling", "p" and "pence" are to the lawful currency of the United Kingdom.

Rounding

Certain financial data has been rounded, and, as a result of this rounding, the totals of data presented in this announcement may vary slightly from the actual arithmetic totals of such data.

 

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