Jade Power Announces Details of Initial Special Distribution Following Sale Transaction

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.

For further information, please contact:

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”. The forward-looking statements included in this press release, including statements regarding the Sale Transaction, the release of the Indemnity Escrow Amount and the ultimate amount and timing of any CVR Distributions payable to Unitholders. 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 TSXV 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 Initial Special Distribution and/or CVR Distributions. 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.

¹    As the purchase price payable pursuant to the Purchase Agreement is denoted in Euros, the CDN$ references in this press release assume a Euro / CDN$ exchange rate of 1:1.3778 based on the Bank of Canada exchange rate as at November 21, 2022.

2022 GlobeNewswire, Inc., source Press Releases - Canada