NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, NEW
ZEALAND OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION.
13
May 2024
Aquila Energy Efficiency
Trust PLC
(the
"Company")
Results of General Meeting
and Tender Offer
Introduction
Further to the tender offer launched
by the Company on 19 April 2024 (the "Tender Offer") for up to 18,561,732
Ordinary Shares, representing approximately 18.6 per cent. of the
Company's Issued Ordinary Share Capital, which closed at 1.00 p.m.
on 10 May 2024, the Company today announces:
·
that 90,231,121 shares were validly tendered
pursuant to the Tender Offer; and
·
that at the General Meeting of the Company held at
11.30 a.m. today, the special resolution set out in the Notice of
General Meeting dated 19 April 2024 authorising the Company to make
market purchases pursuant to the Tender Offer was duly
passed.
Terms used in this announcement have
the same meaning as set out in the Company's circular to
Shareholders in respect of the Tender Offer dated 19 April 2024
(the "Circular").
Results of Tender Offer
Qualifying Shareholders who validly
tendered a percentage of their Ordinary Shares equal to or less
than their Basic Entitlement of 18.6 per cent. have had all
tendered Ordinary Shares purchased in full under the Tender
Offer.
Following a scale back exercise,
Shareholders who validly tendered a percentage of Ordinary Shares
greater than their Basic Entitlement have had a number of Ordinary
Shares equal to their Basic Entitlement purchased in full plus
1.819193 per cent. of the Ordinary Shares they tendered in excess
of their Basic Entitlement, in accordance with the process
described in the Circular.
The Company purchased, in aggregate,
18,561,732 Ordinary Shares under the Tender Offer. All successfully
tendered Ordinary Shares have been acquired at the Tender Price of
94.28 pence per Ordinary Share.
It is intended that settlement of
the Tender Offer will occur on or around 15 May 2024, and that the
consideration payable in respect of the Ordinary Shares accepted in
the Tender Offer will be despatched to Shareholders who have
validly tendered Ordinary Shares through CREST or by cheque (as
applicable) as soon as practicable thereafter.
Results of General Meeting
The special resolution proposed at
the General Meeting held earlier today to approve the purchase of
Ordinary Shares pursuant to the Tender Offer was duly passed
without amendment.
The text of the resolution is
contained in the Notice of General Meeting dated 19 April 2024,
which can be found on the Company's website
at https://www.aquila-energy-efficiency-trust.com.
Voting on the resolutions was taken
on a poll. The results of the poll were as follows:
|
Resolution
|
In
favour
|
Against
|
Withheld
|
|
|
Votes
|
% Votes
Cast
|
Votes
|
% Votes
Cast
|
Votes
|
|
1
|
55,934,860
|
99.9
|
3,505
|
0.01
|
1,500
|
At the time of the above meeting,
the Company's issued share capital consisted of 100,000,000
ordinary shares. The Company held no shares in treasury.
Therefore, the total number of ordinary shares with voting rights
was 100,000,000. Each ordinary share held entitles the holder to
one vote and there are no restrictions on those voting rights. A
"Vote withheld" is not a vote in law and is not counted in the
calculation of the percentage of shares voted "For" or "Against" a
resolution.
Total Voting Rights
In accordance with DTR
5.6.1R, following the repurchase and
cancellation of the tendered Ordinary Shares by the Company, the
Company's total issued share capital consists of 81,438,268 Shares
of £0.01 each. The Company does not hold any Ordinary Shares in
treasury.
Accordingly, the total number of
Ordinary Shares in the Company, each with equal voting rights, is
currently 81,438,268.
This total voting rights figure can
be used by shareholders as the denominator for the calculations by
which they will determine whether they are required to notify their
interest, or a change to their interest, in the Company under the
FCA's Disclosure Guidance and Transparency Rules.
For further information, please
contact:
|
Aquila Capital (Investment Adviser) Via
Buchanan
|
|
|
Stifel Nicolaus Europe Limited
(Corporate Broker)
Edward Gibson-Watt, Rajpal Padam,
Madison Kominski
|
020 7710 7600
|
|
|
|
|
Buchanan (Financial PR)
Charles Ryland, George
Beale
|
020 7466 5000
|
|
Apex Listed Companies Services (UK)
Limited (Company Secretary)
Sinead van Duuren
|
020 3327 9720
|
The Company's LEI is
213800AJ3TY3OJCQQC53
This announcement is not for publication or distribution,
directly or indirectly, in or into, or from the United States or
any other jurisdiction where to do so would violate the laws in
that jurisdiction. This announcement does not constitute or form
part of any offer to purchase, or invitation to sell, Ordinary
Shares in the United State or any jurisdiction in which such offer
or invitation is unlawful. Any failure to comply with these
restrictions or requirements may constitute a violation of the
securities or other laws of such jurisdiction.
This announcement may contain "forward-looking statements"
with respect to certain of the Company's plans and its current
goals and expectations relating to its future financial condition,
performance, strategic initiatives, objectives and results.
Forward-looking statements sometimes use words such as "aim",
"anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "seek", "may", "could", "outlook" or other words
of similar meaning. By their nature, all forward-looking statements
involve risk and uncertainty because they relate to future events
and circumstances which are beyond the control of the Company. As a
result, the actual future financial condition, performance and
results of the Company may differ materially from the plans, goals
and expectations set forth in any forward-looking statements. Any
forward-looking statements made in this announcement by or on
behalf of the Company speak only as of the date they are made. The
information contained in this announcement is subject to change
without notice and except as required by applicable law or
regulation, the Company expressly disclaims any obligation or
undertaking to publish any updates or revisions to any
forward-looking statements contained in this announcement to
reflect any changes in the Company's expectations with regard
thereto or any changes in events, conditions or circumstances on
which any such statements are based.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into or forms part of this announcement.