Enery Power Holding signed an agreement to buy the renewable energy project portfolio owned by Jade Power Trust in Romania, for approx. EUR 71 million.
Canada’s Jade Power Trust announced that its administrator, Jade Power Administrator Inc., has, on behalf of the Trust, entered into a binding share sale agreement dated September 1, 2022 with Enery Power Holding GmbH, an Austrian-based renewable energy company with operations throughout the Czech Republic, Slovakia and Bulgaria, and an affiliate thereof, to sell all of its renewable energy operating assets pursuant to the terms and conditions set out in the purchase agreement.
“We believe that this offer affirms management’s vision for value creation and an excellent value for Unitholders. The offer also represents a substantial premium to the weighted average price of the Trust’s units over any timeframe over the past several years,” Ravi Sood, Executive Chairman of Jade Power, and James Colter Eadie, Chief Executive Officer, jointly commented.
“Having started with no assets in 2014, the Trust utilized a variety of creative financing strategies to acquire hydro, solar and wind assets in the first three years of its operation through seven acquisitions and three equity financings. With this announcement, the Trust has not only achieved a gross consideration more than double the per MW acquisition cost of its final acquisition in 2018; in 48 months, the Trust has gone from a net debt position of more than CDN$96.5 million to, at the time of this announcement, a positive cash position. The Trust has built a solid operating team with proven expertise in emerging market renewable development and operations, and it is profitable and well-capitalized. We believe this transaction is providing Unitholders with liquidity at a compelling valuation. The Trust’s Management and Board of Directors are very grateful for the support of Unitholders throughout this journey.”
On this milestone, Richard König, CEO and Lukas Nemec, COO of Enery added: “While we are already developing solar greenfield assets in Romania for three years, this represents the initiation of our green electricity production in the fast growing and dynamic Romanian renewable energy through the acquisition of operational renewable capacity in a diversified mix of wind, solar and hydro generation. As part of the transaction, we will sell the mix of diversified renewable energy production via long-term power purchase agreements to key industrial off-takers in Romania, who are securing their long-term electricity needs at a substantial discount to current market prices. We are thankful to our team and our partners for signing this important milestone in a turbulent market environment and look forward to continuing to build and increase our presence in the Romanian electricity market.”
Wolf Theiss acted as local legal advisor in Romania to Jade Power Trust in the sale of its portfolio of six renewable energy projects to Enery Power Holding, an Austrian strategic investor focused on the acquisition, development, construction and operation of renewable power plants. The transaction was signed on 1 September 2022 and remains subject to certain closing conditions being met, including clearance by the Romanian Competition Council.
The Wolf Theiss team was led by partner Bryan Jardine and provided legal assistance to Jade Power in all stages of the transaction – from due diligence through the drafting and negotiation of the transaction documentation (including the Romanian law governed share purchase agreement).
“We are very pleased with the high-quality services provided by the Wolf Theiss team. Their professionalism, diligence and sustained efforts were all-important for the successful achievement of the transaction,” stated James Colter Eadie, CEO of Jade Power.
In addition to Bryan Jardine, other members of the Wolf Theiss team involved in this transaction included Counsel Mircea Ciocirlea and Senior Associate Cornelia Postelnicu (Corporate/M&A), Senior Associates Adina Aurel and Vladimir Plugarescu (Projects, Energy & Infrastructure); Counsel Dana Toma and Associates Alexandru Roman and Ana-Maria Mustatea (Real Estate & Construction); Partner Anca Jurcovan and Associates Maria Ionescu and Adrian Manolache (Competition & FDI) and Partner Claudia Chiper and Associate Catalin Sabau (Banking & Finance).
“We were glad to assist the highly professional team at Jade Power on this transaction. In the last several years, Wolf Theiss lawyers have advised on some of the most significant transactions in the Romanian renewable energy sector, both on the sell-side and buy-side. The cross-discipline industry expertise and dedication of our team were essential to the successful completion of this project,” stated Bryan Jardine, Managing Partner of Wolf Theiss Bucharest office and regional coordinator of the Wolf Theiss renewable energy practice.
Lead international counsels for Jade Power on the transaction were partners Richard Kimel and Thomas Fenton from the Canadian law firm Aird & Berliss.
About Enery Power Holding
Enery Power Holding is leading the green energy transition through the acquisition, development, construction, and operation of large-scale renewable energy plants. With a sustainable long-term vision, they deliver clean electricity at affordable prices to create a more sustainable energy landscape.
Headquartered in Austria, their young and ambitious team takes a forward-thinking approach to renewable energy – helping their customers to reduce both emissions and costs. Through its holistic approach to renewable energy, Enery delivers complete end-to-end solutions for a broad range of companies, utilities, and governments.
Founded in 2019, Enery has quickly become one of the leading renewable energy developers in Central and Eastern Europe. With a diverse and expanding portfolio of large-scale projects, they’re driving the transition from fossil fuels to cleaner and more sustainable sources of electricity.
About Jade Power
The Trust, through its direct and indirect subsidiaries in Canada, the Netherlands and Romania, has been 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. The Trust intends to qualify as a “mutual fund trust” under the Income Tax Act (Canada). The Trust will not be a “SIFT trust” (as defined in the Tax Act), provided that the Trust complies at all times with its investment restriction which precludes the Trust from holding any “non-portfolio property” (as defined in the Tax Act).
About Wolf Theiss
Founded in 1957, Wolf Theiss is one of the leading law firms in Central, Eastern and South-Eastern Europe (CEE/SEE). They have built their reputation on unrivalled local knowledge which is supported by strong international capabilities. With 362 lawyers in 13 countries, over 80% of the firm’s work involves cross-border representation of international clients.
In Albania, Austria, Bosnia and Herzegovina, Bulgaria, Croatia, Czech Republic, Hungary, Poland, Romania, Serbia, Slovakia, Slovenia and Ukraine, Wolf Theiss represents local and international industrial, trade and ser-vice companies, as well as banks and insurance companies. Combining law and business, Wolf Theiss develops comprehensive and constructive solutions on the basis of legal, fiscal and business know-how.