Leaf Clean Energy Company Update on Invenergy Judgement (3956C)
June 17 2019 - 1:00AM
UK Regulatory
TIDMLEAF
RNS Number : 3956C
Leaf Clean Energy Company
17 June 2019
This announcement contains inside information de ned in Article
7 of the EU Market Abuse Regulation No 596/2014 and has been
announced in accordance with the Company's obligations under
Article 17 of that Regulation.
17 June 2019
Leaf Clean Energy Company Final Delaware Chancery Court
Judgement in Invenergy Lawsuit
This announcement provides an update to the Company's 3 May 2019
announcement.
As previously announced, the Delaware Supreme Court ("Supreme
Court") issued its opinion in Leaf Invenergy Company, LLC v.
Invenergy Wind LLC, C.A. No. 308, 2018 (the "Invenergy Lawsuit"),
reversing the Delaware Court of Chancery's ("Chancery Court") prior
award of US$1 in nominal damages to Leaf as a result of Invenergy
Renewables LLC's (formerly known as Invenergy Wind LLC)
("Invenergy") breach of the parties' limited liability company
agreement. The Supreme Court held that Leaf was entitled to damages
in the full amount of its contractually defined Target Multiple
and, therefore, remanded the matter back to the Chancery Court to
enter judgement consistent with its decision.
On June 14, 2019, the Chancery Court entered its nal order and
judgement, ordering Invenergy to pay Leaf US$114.5 million,
consisting of: a) the contractually defined US$126.1 million Target
Multiple Invenergy should have paid Leaf on 15 December 2015 to
redeem Leaf's ownership interest in Invenergy, less b) the
previously announced US$3.9 million tax distribution Invenergy made
to Leaf in January 2016, less c) the previously announced US$36.4
million partial redemption payment Invenergy made to Leaf pursuant
to the Chancery Court's final order of 14 June 2018, plus d) $28.8
million of statutory pre- and post-judgement interest, within 10
calendar days of the order. This amount will continue to accrue
statutory interest from 3 May 2019 at a rate of 8.0%, compounded
quarterly until the award has been paid by Invenergy.
Taking into account the above award, the Leaf Board's unaudited
estimate of Net Asset Value per share at 31 May 2019 using US$115.7
million as the value of the receivable due from Invenergy in
respect of the redemption of Leaf ownership interest in Invenergy
plus interest thereon through 14 June 2019 (and adjusting for
certain related liabilities) is equal to US 191.99 cents (152.10
pence per share at the current exchange rate). While the board
understands Leaf's tax provision to be sensible, based on advice
from its tax counsel, given the inherent uncertainties in the
positions that might be taken by the US tax authorities, especially
in light of current unresolved regulations in relation to the
recently enacted Tax Cuts and Jobs Act, and the timing of the
resolution of these uncertainties, net amounts realised may differ
materially from the board's estimate. The NAV does not take into
account an estimate of the remaining costs to get the Company to
the point where the board would choose to place it into liquidation
nor liquidation costs. The timing for this is uncertain as it is
largely dependent on resolving tax matters, but the board hopes
this is achieved by the end of 2019.
The Leaf Board will revert to the shareholders on the redemption
process and timing when the amounts have been received from
Invenergy.
For further information please contact:
Mark Lerdal +1 (415) 264-5096
Leaf Clean Energy Company
Nicholas Wells/Callum Davidson +44 (0) 207 397 8980
Cenkos Securities plc
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END
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