Proposed Subscription Of A 50% Equity Stake In Vortex Solar Investments S.A.R.L. in Great Britain
Tenaga Nasional Berhad (“TNB”) wishes to announce that it has today, via its wholly owned subsidiary, TNB International Sdn. Bhd. (“TNBI”), entered into a Subscription and Funding Agreement with Beaufort Investments S.a.r.l. (“Beaufort”), a wholly owned subsidiary of EFG Hermes Holding to subscribe for new equity shares in Vortex Solar Investments S.a.r.l. (“Vortex Solar”), representing a 50.0% equity interest in Vortex Solar on a fully diluted basis, for a total cash consideration of GBP86.00 million (“Subscription Price”) (together herein after referred to as “Proposed Subscription”).
Beaufort formed Vortex Solar to finance in part the acquisition by Vortex Solar UK Limited (“Vortex Solar UK”) which is an indirect wholly owned subsidiary of Vortex Solar, of all the shares of TerraForm UK 2 Intermediate Holdings Ltd and TerraForm UK 3 Intermediate Holdings Ltd (together, the “Target”) and redeem a loan note extended to the Target; the Target holds certain interest of solar PV project companies that own and operate solar PV projects in the United Kingdom with a combined net installed capacity of about 365MW.
Vortex Solar UK has today entered into a conditional share sale and purchase agreement with the direct owner of the Target, being SunEdison Yieldco UK Holdco 2, LLC, to acquire, directly or through wholly owned subsidiaries, all shares of and redeem a loan note extended to, the Target (the “Sale and Purchase Agreement”).
Simultaneously with the execution of the Sale and Purchase Agreement, Beaufort and Vortex Solar have entered into an investment and asset management agreement (the “IAMA”) relating to the management of the Target and its portfolio.
TNB also wishes to announce that TNB has today entered into a Shareholders’ Agreement with Beaufort and Vortex Solar to regulate the relationship with one another in relation to Vortex Solar.