Jade Power Announces First Escrow Release and CVR Distribution and Filing of Q1 2023 Interim Financial Statements
TORONTO, June 06, 2023 (GLOBE NEWSWIRE) — Jade Power Trust (“Jade Power” or the “Trust”) (TSXV: JPWR.H) is pleased to announce that the initial amount of €1,000,000 held in escrow pursuant to the closing of the Trust’s sale of all of its renewable energy operating assets (the “Sale Transaction”) to Enery Power Holding GmbH (“Enery”) and an affiliate thereof (the “Purchaser”) on November 22, 2022 has been released to the Trust.
As a result of such release, the Trust announces that it will be paying an aggregate cash distribution of approximately $1,454,000 to holders of the Trust’s contingent value rights (each, a “CVR”), amounting to approximately $0.0653 per CVR, on or about June 12, 2023 in accordance with the terms of its CVR indenture dated December 12, 2022 entered into between the Trust and TSX Trust Company (“TSXT”). The CVRs were issued by the Trust on December 12, 2022 in connection with the closing of the Sale Transaction. Prior to such distribution, the escrow amount was converted into Canadian Dollars by the escrow agent at a rate of CAD/EUR $1.454:€1. As of the date of this press release, there are 22,252,912 CVRs issued and outstanding.
Pursuant to the terms of the Sale Transaction, a total of €4,000,000 was placed into escrow pursuant to the terms of the escrow agreement dated November 22, 2022 (the “Escrow Agreement”) among the Trust, TSXT, Enery, the Purchaser, certain subsidiaries of the Trust and Banca Comerciala Romana S.A. Subject to any claim(s) made by the Purchaser in accordance with the terms of the Escrow Agreement, the remaining €3,000,000 is scheduled to be released from escrow on or about November 22, 2023 and while the Trust intends to distribute the maximum amount of such escrow funds to CVR holders following release from escrow, there can be no certainty as to the quantum or timing of any future distributions to CVR holders.
The terms of the CVRs are set out in the indenture entered into between the Trust and TSX Trust Company dated December 12, 2022, which is available on Jade Power’s SEDAR profile at www.sedar.com.
Q1 2023 Interim Financial Statements and MD&A
The Trust also announces the filing of its Q1 2023 interim financial statements and related management discussion and analysis for the three month period ended March 31, 2023 which are available on Jade Power’s SEDAR profile at www.sedar.com.
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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. All material information about the Trust may be found under Jade Power’s issuer profile at www.sedar.com.
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 trust units (“Units”) in the capital of the Trust to NEX Board of the TSX Venture Exchange (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; foreign exchange risk; risks related to the potential loss of the Trust’s status as a “mutual fund trust” following the payment of transfer of the Units to the NEX Board from the TSXV; and risks relating to the Trust’s ongoing overhead costs and the quantum of any future cash distributions to CVR holders. 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, 2022, 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.