TORONTO, July 11, 2024 – UGE International Ltd. (TSXV: UGE) (OTCQB: UGEIF) (the “Company” or “UGE”) is pleased to announce the mailing of its notice of meeting, management information circular (the “Circular”), forms of proxy and letters of transmittal (collectively, the “Meeting Materials”) to the holders (the “Shareholders”) of common shares in the capital of UGE (the “Shares” and each, a “Share”), the holders of compensation warrants (the “Warrantholders”), and the holders of convertible debentures (the “Debentureholders”, and collectively with the Shareholders and Warrantholders, the “Securityholders”) in connection with the annual general meeting of Shareholders and special meeting of Securityholders scheduled to be held on July 31, 2024 (the “Meeting”).
The Meeting Materials were mailed to Securityholders of record as of June 24, 2024 in connection with the Meeting to consider and, if deemed advisable, pass, among other matters, a special resolution (the “Arrangement Resolution”), approving the proposed plan of arrangement (the “Arrangement”) involving 1000896425 Ontario Ltd. (the “Purchaser”), an affiliate of NOVA Infrastructure Fund II, LP, pursuant to which the Purchaser will acquire all of the issued and outstanding Shares, other than Shares to be rolled over by certain management representatives and Shareholders, for cash consideration of C$2.00 per Share (the “Consideration”). The Meeting Materials are also available on SEDAR+ (www.sedarplus.ca) under UGE’s issuer profile.
The Meeting will be held virtually and commence at 11:00 a.m. (Toronto time) on July 31, 2024. Securityholders can access the Meeting using the following link: https://virtual-meetings.tsxtrust.com/en/1696/ (Password: uge2024 (case sensitive)).
The board of directors of UGE, on the basis of a unanimous recommendation of the special committee of independent directors of UGE, and after receiving advice from its financial and legal advisors, approved the Arrangement and recommend that Securityholders vote FOR the Arrangement Resolution.
Securityholders are encouraged to vote well in advance of the proxy cut-off time of 11:00 a.m. (Toronto time) on July 29, 2024.
In order to be effective, the Arrangement Resolution requires: (i) at least two-thirds of the votes cast on the Arrangement Resolution by the Shareholders present in person (virtually) or represented by proxy at the Meeting; (ii) at least two-thirds of the votes cast on the Arrangement Resolution by the Securityholders, present in person (virtually) or represented by proxy at the Meeting (with the Securityholders voting together as a single class, with the Warrantholders and the Debentureholders voting on an as-converted basis); and (iii) a majority of the votes cast on the Arrangement Resolution by the Shareholders present in person (virtually) or represented by proxy at the Meeting, excluding for this purpose those votes required to be excluded pursuant to items (a) through (d) of Section 8.1(2) of Multilateral Instrument 61-101 – Protection of Minority Securityholders in Special Transactions.
For more details on the Arrangement, the Meeting and the Consideration, please see the Circular which is available on SEDAR+ (www.sedarplus.ca) under UGE’s issuer profile.
Receipt of Interim Order
UGE is also pleased to announce that the Ontario Superior Court of Justice (Commercial List) granted an interim order dated June 28, 2024, providing for the calling and holding of the Meeting and other procedural matters relating to the Arrangement.
Completion of the Arrangement remains subject to, among other things: (i) approval of the Arrangement Resolution at the Meeting; (ii) receipt of the final order of the Ontario Superior Court of Justice (Commercial List) for the Arrangement; and (iii) receipt of regulatory approvals.
Other Matters to be Considered at the Meeting
In addition to the Arrangement, at the Meeting, Shareholders will also: (i) receive the audited consolidation financial statements of the Company for the year ended December 31, 2023 and the independent auditor’s report thereon; (ii) elect UGE’s directors; (iii) vote to appoint KPMG LLP as UGE’s independent auditor until the close of the next annual meeting of UGE Shareholders and to authorize the directors of UGE to fix their remuneration; and (iv) annually approve UGE’s omnibus equity incentive plan.
If you have any questions or require more information with regard to the procedures for voting or completing your form of proxy, please contact TSX Trust Company toll free at +1 (866)-600-5869. If you have any questions about submitting your Shares, compensation warrants or convertible debentures for the Arrangement, including in respect of completing the applicable letter of transmittal, please contact TSX Trust Company, who will be acting as depositary under the Arrangement, toll free at +1 (866)-600-5869 or by email at [email protected].
About UGE International Ltd.
UGE develops, owns, and operates community and commercial solar & battery storage projects. Our distributed energy solutions provide cheaper, cleaner energy to businesses and households throughout the United States. With over 500 megawatts of project experience, UGE is working daily to make renewable energy accessible and affordable for all. Visit us at www.ugei.com. For more information, contact UGE:
Nick Blitterswyk – [email protected] or +1 917 720 5685.
Forward-looking statements and forward-looking information
Certain statements made herein, including statements relating to matters that are not historical facts and statements of the Company’s beliefs, intentions and expectations about developments, results and events which will or may occur in the future, constitute “forward-looking information” within the meaning of applicable Canadian securities legislation. Forward-looking information relates to future events or future performance, reflect current expectations or beliefs regarding future events and is typically identified by words such as “anticipate”, “believe”, “could”, “estimate”, “expect”, “intend”, “likely”, “may”, “plan”, “seek”, “should”, “will” and similar expressions suggesting future outcomes or statements regarding an outlook. Forward-looking information includes, but is not limited to, statements with respect to the Arrangement, securityholder, regulatory and court approval of the Arrangement, the timing and ability of UGE to complete the Arrangement (if at all) and the timing and ability of UGE to satisfy the conditions precedent to completing the Arrangement (if at all) as set forth in the arrangement agreement and other statements that are not historical facts.
Forward-looking information is based upon certain assumptions and other important factors that, if untrue, could cause the actual results, performance or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such information. There can be no assurance that such information will prove to be accurate. Such information is based on numerous assumptions, including assumptions regarding the ability to complete the Arrangement on the contemplated terms or at all, that the conditions precedent to closing of the Arrangement can be satisfied, and assumptions regarding present and future business strategies, local and global economic conditions, and the environment in which the Company operates.
Although the Company believes that the forward-looking information in this news release is based on information and assumptions that are current, reasonable and complete, this information is by its nature subject to a number of factors, many of which are beyond the Company’s control, that could cause actual results to differ materially from management’s expectations and plans as set forth in such forward-looking information, including, without limitation, the following factors, many of which are beyond the Company’s control and the effects of which can be difficult to predict: (a) the possibility that the Arrangement will not be completed on the terms and conditions, or on the timing, currently contemplated, and that it may not be completed at all due to a failure to obtain or satisfy, in a timely manner or otherwise, required shareholder and court approvals or satisfy other conditions of closing necessary to complete the Arrangement or for other reasons; (b) the possibility of adverse reactions or changes in business relationships resulting from the announcement or completion of the Arrangement; (c) risks relating to the retention of key personnel during the interim period; (d) the possibility of litigation relating to the Arrangement; (e) risks related to the diversion of management’s attention from the Company’s ongoing business operations; (f) risks relating to the ability of the Purchaser to complete the Arrangement; and (g) other risks inherent to the Company’s business and/or factors beyond its control which could have a material adverse effect on the Company or the ability to consummate the Arrangement. The Company cautions that the foregoing list is not exhaustive of all possible factors that could impact the Company’s results.
Readers are cautioned not to place undue reliance on forward-looking information. By its nature, forward-looking information involves numerous assumptions, inherent risks and uncertainties, both general and specific, which contribute to the possibility that the predicted outcomes will not occur. Events or circumstances could cause the Company’s actual results to differ materially from those estimated or projected and expressed in, or implied by, this forward-looking information.
Investors and others should carefully consider the foregoing factors and other uncertainties and potential events and should not rely on the Company’s forward-looking information to make decisions with respect to the Company. Furthermore, the forward-looking information contained herein are made as of the date of this document and the Company does not undertake any obligation to update or to revise any of the included forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable law. All forward-looking information contained herein is expressly qualified by this cautionary statement.
Neither the TSX-V nor its Regulation Services Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this news release.
