Statement re Potential Acquisition

RNS Number : 5284S

Opera Investments plc

18 March 2016

 

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

FOR RELEASE  7am 18 March 2016

Opera Investments plc ("Opera" or the "Company")

Update on potential acquisition (the "Acquisition") of SoloPower Systems Holdings, Inc. ("SoloPower")

The Company would like to provide the following corporate and financial update to its shareholders.

Update of Acquisition

On 20 July 2015, the Company announced that it had reached a heads of terms agreement to acquire all of the issued share capital of SoloPower (the "Acquisition"). The heads of terms envisaged that the Acquisition would be satisfied by the issuance of new ordinary shares of £0.01 each in Opera ("Opera Shares") to Hudson at a price of 28 pence per Opera Share, valuing the existing issued share capital of Opera at £4.8 million alongside an equity financing raising net proceeds of not less than US$40 million to fund certain future investment and working capital requirements of SoloPower.

SoloPower is a portfolio company of Hudson Clean Energy Partners ("Hudson"). Hudson is a leading global private equity firm, dedicated solely to investing in renewable power, alternative fuels, energy efficiency and storage. Since July 2015, the Directors have worked continuously to seek to complete the Acquisition for the benefit of Opera's shareholders as quickly as possible.

Over the course of the past few months, a period of considerable global market volatility, Hudson, SoloPower, Opera and its financial advisers have engaged with a wide range of investors including UK based institutions to gauge their willingness to provide the finance required to complete the equity financing and the Acquisition. There has been considerable interest in SoloPower, its products and its stage of commercial development; however, after a recent preliminary market sounding exercise, the Company was advised that the prevailing market sentiment would likely not support completion of the proposed equity capital raise in light of recent significant market volatility. As a result, in order to increase confidence in a successful equity capital raise, Hudson was asked to provide a substantially elevated level of financial support. Hudson has recently indicated it was unprepared to provide this level of equity finance.

However, Hudson has expressed potential interest in continuing to complete the Acquisition, albeit using a different transaction structure that contemplates the financing of SoloPower with the issue of debt and warrants. Hudson has made it clear to Opera that it intends to complete the capital raise for SoloPower, and points to rapid progress made by SoloPower in both sales and manufacturing operations.

As a result, the Directors have amended the heads of agreement with Hudson to allow Hudson the ability to complete a financing of SoloPower without an exclusive requirement to effect the Acquisition at the same time. In addition however, in the amended the heads of agreement with Hudson, the Directors have agreed that if the period until 15 May 2016 it is agreed to effect a listing of SoloPower, that such a listing will take place on an exclusive basis with Opera on the same terms as set above. If an agreement to list SoloPower does not take place before 15 May 2016, the Acquisition will abort.

The Directors would like to record their appreciation of the support of the Company's shareholders and remain firmly of the belief that it is in the best interests of the Company to continue to seek to complete the Acquisition on the revised basis set out above and work towards the completion of the Acquisition.

The Directors are acutely aware of the need for the effective use of the Company's cash resources in seeking to complete the Acquisition, the length of time the transaction process has taken, and the period the Company's shares have been suspended during the Acquisition process. Furthermore the Directors are also aware that a proportion of the sunk advisers costs would be lost in the event of an abortive transaction.

An outline of the transaction is recorded below for reference.

Transaction Costs

The Directors have been, and continue to be, diligent in the use of the Company's cash resources and have, wherever possible, structured engagement terms with the Company's advisers so that they are weighted to success and therefore minimise cash outflows. However, during the period when extensive due diligence is required in a transaction of this nature, wholly abortive fee arrangements with professional advisers are not possible and therefore the Company has incurred unavoidable costs in order to investigate and subsequently seek to complete the Acquisition.

Given the complex nature of the transaction and the known material fundraising that was required to complete the Acquisition, the Directors sought legally binding confirmation from Hudson, via the heads of terms, on certain conditions concerning the transaction. Since July 2015, total transaction costs incurred by the Company are approximately £400,000 and in the circumstances, the Company is eligible for the recovery of half of these costs (up to a cap of £200,000) from Hudson. In the amended heads of agreement with Hudson, it has been agreed that the Company will be paid £200,000 from Hudson on 31 March 2016.

Transaction Events

Upon entering into the heads of terms with Hudson in July 2015, the Directors immediately set about undertaking the transaction due diligence required to complete the Acquisition. This appointment of the following advisers was required to undertake this work:

·      A Financial Adviser - to advise the Directors on broad transactional matters and regulatory requirements;

·      Legal advisers with respect to English law - to advise on transactional aspects impacting English legal matters;

·      Legal advisers with respect to US law - to undertake transaction due diligence on SoloPower (as the company is US based); and

·      A firm of Reporting Accountants - to undertake financial due diligence and working capital assessments (in both the US and UK) on the enlarged group after the completion of the Acquisition.

Opera announced on 28 October 2015 that the transaction documentation was nearing completion and a stage of marketing was to be commenced. This marketing process involved the introduction of the SoloPower business proposition to a number of UK institutional investment professionals during October and November 2015. The Directors had appointed a global investment bank as its lead financial adviser and broker. Despite encouraging feedback from many of these meetings, it was subsequently apparent that the amount that was capable of being raised from UK institutional investment professionals on the terms being offered to such investors would not enable the completion of the transaction.

Opera announced on 14 December 2015 it would seek to continue the proposed Acquisition and seek additional investors in order to complete the transaction in early 2016. At the same time, the Directors continued to work with Hudson in order to amend the transaction terms to make the investment more attractive to UK institutional investment professionals. The heads of terms concerning the Acquisition were amended and a revised range of valuation of around US$110 million for SoloPower was proposed.  This was a material aspect in the Directors confidence in continuing the transaction to seek to complete the Acquisition. The 28 pence per Opera Share issue price remained unchanged. In addition, at this time Hudson indicated that they were prepared to invest and contribute at least US$20 million to the increased target of US$48 million required for the Acquisition to complete as a cornerstone investor.

In January 2016 the Directors engaged with a new lead adviser, again a global investment bank active in the renewable energy sector, in order to secure marketing support and raise US$28 million to complete the transaction on such revised terms. The significant work in order to complete the Acquisition had largely been completed.

More recently, the Company's advisers indicated that additional support from Hudson should be sought for the equity financing to enable the completion of the Acquisition. As set out above, given the recent decision of Hudson to seek to financial support for SoloPower via debt finance rather than from the issue of equity as originally intended, the heads of agreement have been amended and extended until 15 May 2016 as set out above in order to secure Opera's involvement on an exclusive basis in the potential listing of SoloPower should this take place.

The Directors look forward to updating shareholders on progress on the Acquisition at the appropriate time in due course.

Enquiries:

Opera Investments plc, Paul Dudley, Tel: [phone]

Buchanan (PR), Ben Romney/Bobby Morse, Tel: [phone]

 

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