Reorganisation will only represent a change in legal structure with no change of ownership
MPC Caribbean Clean Energy Limited (MPCCEL) can now proceed with its strategic reorganisation of its group structure after shareholders gave their approval at the company’s Annual General Meeting last week.
The reorganisation will only represent a change in legal structure with no change of ultimate beneficial ownership while reducing one intermediate layer. MPCCEL is registered in Barbados and publicly listed on the Jamaica Stock Exchange (JSE) as well as the Trinidad and Tobago Stock Exchange (TTSE) and is a Caribbean-based investment company, which invests in renewable energy projects in Jamaica, Trinidad and Tobago and the wider Caribbean region.
The aim of the reorganisation is to simplify the organization of the group structure, reduce administrative costs, enhance business and accounting transparency through direct asset ownership, and transform into an open-ended corporate structure allowing for growth.
Details of the reorganisation
In connection with the reorganisation, “all assets in MPCCEL’s Investment Fund will be transferred to the company, which will obtain full ownership of the Fund’s interests in renewable energy projects and operating assets across the Caribbean and Central America”.
“The contemplated transaction and group reorganisation are expected to be completed by the fourth quarter of this year,” read the two-page planned reorganisation document from the board of directors.
Caymanian entities in the group structure will be removed as part of the reorganisation and the company will have direct ownership of the investments in the renewable energy projects/operating assets. In addition, the fund will be removed from the structure and the direct investments, which it holds in the renewable energy projects/operating assets will be transferred into the company.
According to the board, “the contracts to which the Fund is currently a party will also be moved into the company. In effect, therefore, there will be no change to the assets/investments ultimately held by the shareholders of the company. The Fund will be de-registered with the Cayman Islands Monetary Authority and then liquidated and wound up.“
The by-laws of the company have been amended and restated to cater to the proposed changes including the advisory committee. The nature and business strategy of the company will be unchanged and will continue to focus on investments in the energy transition in the Caribbean Basin.
To facilitate the reorganisation coming into effect, shareholders passed the following resolutions:
1. For the directors of the company to take such steps and execute such documents on behalf of the company as necessary to implement the reorganisation.
2. The adoption of the amended and restated general by-law of the company and replacement of the company’s existing by-laws as of the May 30, 2023.
3. The issue of 5,278,319 additional Class B shares in the company to MPC CCEF Participation GmbH at the price of 87.7 US Cents per share in accordance with the reorganisation.
4. The listing of the additional Class B shares on the stock exchanges in Jamaica and Trinidad and Tobago and the registration of the distribution of those additional Class B Shares to the relevant authorities in those jurisdictions.
5. The issue of additional Class B Shares in the company to RBC Trust (Trinidad & Tobago) in accordance with the terms of the convertible promissory note issued to RBC Trust (Trinidad & Tobago), dated December 9, 2020, at the rate of one Class B share for every one US dollar of the principal amount of US$10 million on the maturity date of 31st March 2026 or such earlier date as agreed between the company and RBC Trust (Trinidad & Tobago) Limited.