Monday 15th March 2021
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Tilt Renewables Limited has entered into a Scheme Implementation Agreement (SIA) with Powering Australian Renewables (PowAR) and Mercury NZ Limited (Mercury) (together, the Consortium) under which it is proposed that PowAR will effectively acquire Tilt Renewables’ Australian business and Mercury will acquire Tilt Renewables’ New Zealand business.
This transaction will be implemented by way of Scheme of Arrangement (the Scheme) where Tilt Renewables shareholders will receive NZ$7.80 per share in cash.
Tilt Renewables’ decision to enter into the SIA with the Consortium follows a competitive sale process during which Tilt Renewables received multiple binding proposals to acquire the company.
Bruce Harker, Chair of Tilt Renewables, said “This compelling acquisition proposal is a result of Tilt Renewables’ constant focus on delivering long-term value for shareholders and the Board is pleased that, with these new owners, the transition to renewables in Australia and New Zealand will continue to accelerate.”
PowAR has entered into a voting deed with Infratil. Under the terms of the deed, subject to customary conditions, Infratil has agreed to vote its entire 65.5% shareholding in Tilt Renewables in favour of the Scheme.
Mercury, currently Tilt Renewables’ second largest shareholder, behind Infratil, with a 19.92% shareholding has agreed to vote its entire shareholding in favour of the Scheme, as a separate interest class.
In the absence of a superior proposal, and subject to the Scheme Consideration being within or above the Independent Adviser’s value range, the Non-Conflicted Directors of Tilt Renewables intend to vote their shares in favour of the proposed Scheme and recommend that other shareholders also vote in favour.
Tilt Renewables shareholders will have the opportunity to vote on the Scheme at a meeting likely to be held in around four months’ time. Therefore, Tilt Renewables shareholders do not need to take any action at this time. The Scheme is subject to customary conditions, some regulatory approvals (including Overseas Investment Office (NZ) and Foreign Investment Review Board (AU)), shareholder approval and ultimately High Court approval in New Zealand.
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