Opera Investments plc ("Opera" or the "Company") is pleased to announce that it has reached a heads of terms agreement to acquire all of the issued share capital of SoloPower Systems Holdings, Inc. ("SoloPower").
* has a management team possessing a strong track record;
* has solid commercial prospects;
* is exposed to fast developing countries, but within a low sovereign risk environment;
* offers the potential for near-term financial and development success; and
* can be adequately funded to be able to deliver on credible milestones and provide a significant growth opportunity for Opera's shareholders.
SoloPower is a US headquartered pioneer in flexible and lightweight high-performance solar materials. It manufactures solar photovoltaic ("PV") cells and modules from thin-film copper, indium, gallium and selenium materials ("CIGS") on a flexible substrate using a continuous, roll-to-roll manufacturing process. SoloPower is one of the only CIGS technology companies in the world with a fully commercialized high-volume manufacturing facility producing lightweight flexible solar modules. SoloPower expects to sell its product to commercial, industrial and residential rooftop installations through project developers, utilities and/or intermediate distributors. SoloPower's module product offerings compete favourably against alternative offerings from other thin film manufacturers due to their relatively lower cost of production and relatively higher performance. The product can be sold into established markets, where it achieves a competitive advantage through lower installation costs by eliminating mounting systems, and in new markets where the product's lightweight properties allow it to be installed on roofs that cannot otherwise support the weight of a conventional PV system.
SoloPower is a portfolio company of Hudson Clean Energy Partners ("Hudson"). Hudson is a leading global private equity firm, dedicated solely to investing in renewable power, alternative fuels, energy efficiency and storage.
Following recent discussions, the Company has entered into non-binding heads of terms with Hudson for the acquisition of SoloPower for a consideration of US$220 million (the "Acquisition"). The heads of terms provide that the Acquisition will be satisfied by the issuance of new ordinary shares of £0.01 each in Opera ("Opera Shares") to Hudson at a price of £0.28 per Opera Share, valuing the existing issued share capital of Opera at £4.8 million. In addition, it is envisaged that, in conjunction with completion of the Acquisition, there will be an equity financing raising net proceeds of not less than US$40 million to fund certain future investment and working capital requirements of SoloPower.
Suspension of Trading in the Company's Ordinary Shares
Due to the size and nature of the Acquisition, it will be treated as a reverse takeover for the purposes of the UK Listing Authority's Listing Rules and will be subject to approval by the Company's shareholders and an associated waiver of rule 9 of the UK Takeover Code required in connection with the issue of the Opera Shares to Hudson. As a consequence, the Company has requested a suspension of trading in its ordinary shares until the details of the Acquisition are finalised and the required information is published, which is expected to occur in late Q3 2015, or the Acquisition is terminated.
As it is envisaged that the Acquisition would classify as a reverse takeover under the Listing Rules, upon completion, the listing on the standard listing segment of the Official List of all the existing ordinary shares of Opera would be cancelled. Application would therefore need to be made to the UK Listing Authority and the London Stock Exchange for the immediate readmission of the ordinary shares of Opera, including the new Opera ordinary shares issued as consideration for SoloPower, to the standard listing segment of the Official List and to trading on the London Stock Exchange's Main Market for listed securities. The eligibility of the enlarged Opera to be admitted to the Official List would need to be agreed with the UK Listing Authority.
Paul Dudley, Chairman of Opera, said: "We are delighted to have found such an attractive acquisition target so soon after Opera's formation and listing in April 2015. We believe this acquisition delivers on our investment objectives and offers significant value for our shareholders. The proposed transaction will give a strong platform from which to grow SoloPower as a pioneer in flexible and lightweight high-performance solar materials and to realise value for its current and future stakeholders. We look forward to continuing to work with Hudson and SoloPower to deliver the transaction."
Further announcements in relation to the Acquisition will be made in due course.