We would like to inform you about the process of divestment of photovoltaic power plants from Subfund 2 and the progress of advance payments within the ongoing liquidation of Subfund 1.
Dear shareholders,
please allow us to inform you about the current developments in the liquidation process of the NOVA
Green Energy investment fund, or its sub-fund NOVA Green Energy - Sub-fund 1, of which you are
shareholders.
As you are aware, in the first half of 2024, or immediately after the final dismissal of the vexatious
insolvency petition, we have decided to monetize the assets of the Fund and pay you any cash received
on an ongoing basis in order to phase out the Fund.
In the middle of last year, in accordance with this plan, we paid you, the shareholders, two advance
payments on the liquidation balance of approximately £250,000,000, representing nearly 20% of the net
asset value of the Fund. These funds were primarily derived from revenues generated by the operation of
photovoltaic power plants owned by NOVA Green Energy – Sub-Fund 2. In a similar manner — again from
sources generated by the operation of Czech, Slovak, and Hungarian power plants we plan to pay out
another advance payment on the liquidation balance of approximately CZK 120,000,000, which
represents approximately 10% of the net asset value of the Fund, in the summer of this year. The ability
to pay material advances on the liquidation balance on an ongoing basis purely from the operation of the
power plants owned by the Fund is a testament to their strong operating performance, ability to generate
stable cash flow for the benefit of the Fund over the long term and overall excellent technical and financial
condition.
Regarding the sale of the energy assets themselves, we have decided to split the sale process into a
Hungarian and a Czech-Slovak part in 2024 and to sell the Hungarian part first. The public tender for the
buyer of the Hungarian part of the portfolio was organised for the Fund by the Hungarian office of the
global consultancy E&Y. In addition to several speculative bids to which we did not respond, the fund
received several high quality bids which confirmed the level of valuation of the assets to be sold in the
accounting of NOVA Green Energy - Subfund 2.
Working with advisors from E&Y, we selected the best bid submitted by a reputable European institutional
investor, with whom we immediately initiated bilateral transaction discussions.
Due to significant delays on the buyer's side (partly apparently caused by the sudden change in legislation
in Hungary at the end of January this year, which we informed you about in our regular reports) and the
failure to meet the agreed procedural deadlines, we have now decided to formally terminate the sale
process.
In this situation, it does not seem entirely appropriate to approach one of the other bidders in terms of the
strategy of the sale process. The consequence is therefore a temporary halt of the divestment process
of the Hungarian PV projects.
It should be noted that due to the technical and operational condition described above, they generate a
stable cash flow, allowing the fund to pay out liquidation advances to you the shareholders, the fund also
comfortably repays senior loans to the funding bank. The lending bank is even willing to increase their
credit exposure if we wish. An increase in the credit facility would enable the Fund to (i) raise additional
cash of between 100-120 million. CZK for the purpose of paying out the additional advance payment on
the liquidation balance and at the same time (ii) reduce the exposure of the project companies to the
depreciating Hungarian forint.
Thus, in the context of the above, we believe that in this situation, where there are no external threats to
the energy assets held or to the Fund itself, it is in the best interest of the best proceeds from the sale of
the assets in question, i.e. in the best interest of the Fund's investors, to terminate the current tender and
to return to the sale of these assets after a reasonable period of time.
As regards the strategy for the sale of the Czech and Slovak part of the portfolio, it remains unchanged
from the original intention. All assets held by the Fund are in good technical condition, meet all obligations
and generate adequate returns for the Fund. The Czech-Slovak branch represents approximately 22% of
the total asset value of Sub-Fund 2 and will be offered for sale together, independently of the Hungarian
part of the portfolio.
From publicly available sources, it is generally known that in the first quarter of this year a retrospective
change in Czech legislation was introduced in the form of the introduction of the institute of so-called
individual controls of “excess yields” of photovoltaic sources, with the aim of reducing the legal purchase
prices of electricity. However, it is only during the summer of this year (and probably quite possibly after
the autumn parliamentary elections) that this purely political step is to be complemented by an
implementing decree, which is crucial for determining the potential “over-yield” for determining the further
entitlement to the purchase prices guaranteed by law so far. Only this decree will therefore reveal the
impact of the change on the performance of Czech PV plants. Because of this uncertainty, it is not
advisable to offer the Czech part of the portfolio for sale before the impact of the change in legislation is
clarified, as it is reasonable to assume that potential bidders would certainly reflect such uncertainty
negatively in the offered price, in the form of the blackest scenarios, although it is likely that the final
impact will be none or much less adverse.
We are fully aware that the divestment process of the Fund's portfolio may appear lengthy. However, we
believe that in the current situation, it is more advantageous for the Fund and its investors to hold these
healthy and profitable assets, generating ample free cash, for a little longer and wait for an opportune
moment to sell them on, rather than sell them now, presumably at a discount to book value.
In view of the above, we would therefore like to inform you that we will start selling the Czech-Slovak part
of the portfolio as soon as the regulatory impacts related to the change in the legislation of the so-called
LEX OZE III become apparent, i.e. probably in the fourth quarter of this year. We now expect to restart the
sale of the Hungarian part also in the fourth quarter of this year, with the expected settlement of both
transactions in the first half of 2026. In the meantime, the Fund will pay the aforementioned third material
advance on the liquidation balance, and negotiations will be initiated with the Hungarian bank with the
aim of paying the fourth material advance on the liquidation balance by the end of this year, so that the
amount of funds paid out before the sale of the assets themselves is in the order of 35% of the net asset
value of the Fund, i.e. approximately CZK 500,000,000.
Yours sincerely
Martin Dratva
Fund Manager, authorised representative of the Board of Directors