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NextEnergy Solar issues preference shares – NextEnergy Solar fund (NESF) has announced that it has entered into a conditional subscription agreement with AIP Solco Limited, who have agreed to subscribe to new non-voting Preference Shares of NextEnergy Solar.
AIP Solco Limited is a wholly owned subsidiary of AIP Infrastructure LP, an investment vehicle backed by three BAE Systems pension schemes and managed by Arjun Infrastructure Partners,
AIP Solco had conditionally agreed to subscribe £100.om for 100.0m new non-voting Preference Shares to be issued by NextEnergy Solar.
The Preference Shares will carry a preferred right to dividends, at a rate of 4.75%, and to capital in a liquidation.
From 1 April 2036, the holders of the Preference Shares will have rights to convert all or some of their Preference Shares into either ordinary shares of no par value in the capital of NextEnergy Solar in Ordinary Shares or a new class of unlisted B shares, with the B shares carrying rights to dividends and capital in a liquidation that are pari passu with those of the Ordinary Shares.
In parallel, the Company will have the right, at its sole discretion, to redeem the Preference Shares at nominal value in part or whole, at any time starting from 1 April 2030, 6 years prior to the conversion rights awarded to the Preference Shareholders becoming exercisable.
The entitlements of the Preference Shares to Ordinary Shares and / or B shares upon conversion will be calculated by reference to the NAV of the Ordinary Shares and the issue price of the Preference Shares respectively as at the date of conversion.
While NextEnergy Solar will initially raise £100,000,000 from the Subscription, it is seeking authority to issue up to 200,000,000 Preference Shares in total.
Two related reasons:
NextEnergy Solar’s existing investment policy includes limitations on the use of leverage.
In recognition of the priority of payment (in relation to dividends and assets in a liquidation) given to the holders of Preference Shares, it is proposed to amend the Investment Policy in order to include Preference Shares in the calculation of the 50% leverage limit over the company’s gross asset value.
NESF : NextEnergy Solar issues preference shares
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