AQUILA EUROPEAN RENEWABLES PLC

Management Reports • Dec 15, 2025

National Storage Mechanism | Additional information

RNS Number : 4672L

Aquila European Renewables PLC

15 December 2025

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO ANY JURISDICTION WHERE TO DO SO MAY RESULT IN THE CONTRAVENTION OF ANY REGISTRATION OR OTHER LEGAL REQUIREMENT OF SUCH JURISDICTION

For immediate release

LEI: 213800UKH1TZIC9ZRP41                                                                                              

15 December 2025

Aquila European Renewables plc

Update on Managed Wind-Down and Initial Return of Capital, Publication of B Share Scheme Circular and Notice of GM, Proposed Cancellation of Euronext Growth Listing

Aquila European Renewables plc ("AERI" or the "Company"), the London-listed investment company advised by Aquila Capital Investmentgesellschaft mbH ("Aquila Capital" or the "Investment Adviser"), today announces an update on the disposals of its Danish and Greek assets, details of its proposal to implement a B-Share mechanism to facilitate the return of capital to Shareholders as part of the Managed Wind-Down and proposed cancellation of the Company's listing on Euronext Growth Dublin.

Update on Managed Wind-Down

On 23 October 2025, the Company announced that it had entered into sale and purchase agreements with funds advised by Aquila Capital for the sale of its Danish and Greek assets (Holmen II, Svindbaek and Desfina) for a total consideration of approximately €61.9 million. The disposals were subject to regulatory and other customary approvals. The sale of the Danish assets (Holmen II and Svindbaek) has completed and the Company is in receipt of sales proceeds of €36.6 million. The Desfina disposal remains subject to ongoing customary approvals and, as a result of the introduction of new FDI regulations in Greece following signing of the share purchase agreement, is now expected to complete in February 2026. Together with the sale of Sagres, which completed in June 2025, this represents a total cash consideration of €78.3 million.

The Board continues to progress the divestment of the remainder of the Company's portfolio in accordance with the Company's managed wind-down investment policy.  

Initial Return of Capital

An initial Return of Capital is expected to be made by the Company by late January 2026. The Company expects the initial Return of Capital to be no less than €33.9 million, representing the majority of proceeds received from the disposals in 2025 (being Sagres, Holmen II and Svindbaek), excluding an appropriate cash buffer to ensure the Company can continue to meet its liabilities and commitments. Combined with the dividend declared on 24 November 2025 and paid on 12 December 2025 of €2.5 million and the proceeds of the Greek Disposal, the amount is equivalent to the €63.0 million referred to in the announcement of 23 October 2025.

The Company intends to execute another Return of Capital promptly following the completion of the sale of the Greek asset (Desfina) which will represent the majority of proceeds received from the sale.

B Share Scheme

The Board has been consulting with its advisers as to the most appropriate method to return capital to its shareholders. After careful consideration, the Board has determined that a B share scheme is the most cost-efficient and flexible means of returning capital to its shareholders, offering the following benefits to Shareholders:

·      Lower costs - it is currently anticipated that additional circulars will not need to be prepared to effect any future returns of capital in contrast to what would be the case with tender offers.  Furthermore, subject to any change in existing United Kingdom tax law, no stamp duty will be payable on a return of capital under the redemption of B Shares, compared to a tender offer where stamp duty at the rate of 0.5 per cent. of the tender price would be payable.

·      Simplicity - Shareholders are not expected to be required to take any further action to give effect to the first return of capital or any subsequent returns of capital (although this will be dependent on the amount and nature of the Company's distributable reserves from time to time). Given that the capital returns arising through the redemption of B Shares will be mandatory and applicable to all Shareholders on a pro rata basis, all Shareholders will be treated equally and no further action will be required from any Shareholders in order for them to be able to participate in, and benefit from, such distributions.

·      Certainty - there will be greater certainty for the Company and Shareholders regarding the amount of capital that will be returned to Shareholders as, unlike tender offers, capital returns made through the issuance and redemption of B Shares will be made to all Shareholders on a pro rata basis, without the need for an election.

Under a B share scheme, a bonus issue of redeemable B shares (the "B Shares") would be issued to shareholders pro rata to their holdings of ordinary shares at the time of issue of the B Shares and, shortly thereafter, those B Shares shall be redeemed and cancelled in accordance with their terms for an amount not exceeding the amount treated as paid up on the issue of the B Shares (the "B Share Scheme"). The Company will not allot any fractions of B Shares and the entitlements of each Shareholder will be rounded down to the nearest whole B Share.

Following the redemption and cancellation of the B Shares, the redemption proceeds will be sent to Shareholders, either through CREST to uncertificated Shareholders or via cheque or electronic payment (if there is an electronic payment mandate on file) to certificated Shareholders. Each issue and redemption of B Shares would be announced via a Regulatory Information Service.

B Share Scheme Circular and Notice of General Meeting

The implementation of the B Share mechanism is subject to Shareholder approval of the required Resolutions at the General Meeting. The Company has today published a circular (the "Circular") containing further details of the B Share proposal and convening a General Meeting of Shareholders to be held at 1.00 p.m. on 8 January 2026 at the offices of CMS Cameron McKenna Nabarro Olswang LLP, at Cannon Place, 78 Cannon Street, London, EC4N 6AF.

A copy of the Circular will be submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. The Circular will also be available on the Company's website (https://www.aquila-european-renewables.com). Capitalised terms used in this announcement, unless otherwise defined, have the same meanings as set out in the Circular.

Cancellation of Euronext Growth Listing

In light of and in connection with the Company's ongoing managed wind-down and the proposed implementation of a B-Share mechanism to effect capital returns, the Company intends to make an application to Euronext Growth Dublin, a market operated by Euronext Dublin, for the cancellation of its ordinary shares with a nominal value of 1 cent each from trading on Euronext Growth Dublin. AERI will continue to remain on the Official List of the Financial Conduct Authority trading on the Main Market of the London Stock Exchange. 

Any cancellation of AERI's ordinary shares from Euronext Growth Dublin is subject to the approval of Euronext Growth Dublin. It is anticipated that the delisting will take effect on or around 16 January 2026. Further announcements will be made in due course as appropriate.

After this date shareholders will no longer be able to buy and sell shares in AERI through Euronext Growth Dublin. Shareholders may continue to buy and sell shares in AERI on the Main Market of the London Stock Exchange.

Deutsche Numis (Corporate Broker)

Hugh Jonathan                                                                                                        +44 (0) 20 7260 1000

George Shiel  

www.aquila-european-renewables.com

Important notices

This document does not constitute or form part of any offer or invitation to sell, or any solicitation of any offer to purchase or subscribe for any securities, or any offer or invitation to sell, or any solicitation of any offer to purchase or subscribe for such ordinary shares by any person in any circumstances or jurisdiction in which such offer or solicitation is unlawful.

This announcement may contain "forward-looking statements" with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may", "could", "outlook" or other words of similar meaning. By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond the control of the Company.

As a result, the actual future financial condition, performance and results of the Company may differ materially from the plans, goals and expectations set forth in any forward-looking statements. Any forward-looking statements made in this announcement by or on behalf of the Company speak only as of the date they are made. The information contained in this announcement is subject to change without notice and except as required by applicable law or regulation, the Company expressly disclaims any obligation or undertaking to publish any updates or revisions to any forward-looking statements contained in this announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statements are based.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this announcement.

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