Jade Power Completes Special Distribution
December 13 2022 - 8:30AM
Jade Power Trust (“
Jade Power” or the
“
Trust”) (TSXV: JPWR.H) is pleased to announce
that it has completed its previously announced special distribution
(the “
Special Distribution”) to holders
(“
Unitholders”) of trust units (each, a
“
Unit”) in the capital of the Trust comprised of
the following consideration per Unit: (i) $3.24 in cash; and (ii)
one contingent value right (each, a “
CVR”). As of
the date of this press release, there are 22,252,912 Units issued
and outstanding. The terms of the CVRs are set out in the indenture
(the “
CVR Indenture”) entered into between the
Trust and TSX Trust Company, transfer agent to the Trust, dated
December 12, 2022, which is available on Jade Power’s SEDAR profile
at www.sedar.com.
As previously announced, the payment of the
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 dated September 1, 2022 entered
into among the Trust, Enery, the Purchaser and certain subsidiaries
of the Trust, which Sale Transaction closed on November 22,
2022.
For further information, please
contact:
David Barclay Chief Executive Officer+1
954-895-7217david.barclay@bellsouth.net |
Betty SoaresChief Financial Officer+1
416-803-6760bsoares@jadepower.com |
About Jade Power
The Trust, through its direct and indirect
subsidiaries in Canada, the Netherlands and Romania, was 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.
Forward-Looking Statements
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”.
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: risks that the Sale Transaction and transfer of the Units to
NEX Board of the TSX Venture Exchange may have negative impacts 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 related to the Trust’s strategy going
forward; risks related to the COVID-19 pandemic and ongoing
Russia-Ukraine conflict; foreign exchange risk; and risks related
to the potential loss of the Trust’s status as a “mutual fund
trust” following the payment of the Special Distribution and any
future cash payments under the CVRs. 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.
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