DATA ROOM RULES AND PROCEDURE
- The Transaction
Reference is made to the US$ 300,000,000 financing of the acquisition, construction and operation of 37 ground-mounted solar PV projects in aggregate initially approximated 267MWp in Chile (the Projects) to be developed by Chile Energy Holdings (CEH), an English limited liability company joint venture set up and organised by Latin America Energy Holdings Ltd (together the Developers). The ultimate owners of the Developers are Evergreen Investment Partners & Advisers AG and Infrastrutture S.p.A. through their joint venture Compania Atlantica Energia LLP and its subsidiary PowerTtree Ltd. [Limited] (each a Sponsor).
Each Project is held by a Chilean special purpose vehicle (each an Opco). The Developers acquire each Project on a fully permitted basis from a number of Chilean co-developers by acquiring the relevant Opco, using a newly incorporated English special purpose vehicle for each such acquisition (each a Midco).
Once CEH has brought each Project to a ready-to-build stage, it is intended that CEH will transfer each Project Midco to an newly incorporated English limited liability company (Abacus or the Issuer) (a joint venture set up and organised by the Sponsors), by way of selling the shares in the relevant Midco to the Issuer. The Sponsors own and control the Issuer through Abacus Infrastructure Holdings Limited, an English limited liability company (Abacus Parent), in turn owned by Abacus Infrastructure Management Ltd., an English limited liability company (Abacus Topco).
The acquisition, construction and operating financing will be arranged by M&G Investment Management Limited and others in their capacity as structuring agents (the Structuring Agents) and provided by certain funds managed by the Structuring Agents and others (the Noteholders) by way of senior secured long long-term fixed rate notes to be issued by the Issuer, with M&G Investment Management Limited as Noteholder Agent and Prudential Trustee Company Limited as Security Trustee and Paying Agent (Project Canning or the Transaction)
- Purpose of this document
The purpose of this document is to define rules and procedure of the virtual data room made available by PowerTree, through SharePoint, (the Data Room) to those parties who will be involved in the Transaction and their Representatives, consultants, advisors (financial auditors, legal, tax, etc.), and the like.
Please ensure that these rules and procedure are brought to the attention of any party involved by you in the Transaction. You as well as any third party accessing to the Data Room are requested to accept these rules before accessing the data room.
Confidentiality and Status of Information
- The documents contained in the Data Room and any other information supplied on request (even if not included in the Data Room) in connection with and relating to the Transaction (the Information) constitute Confidential Information for the purpose of the confidentiality agreement that you are required to enter into upon receiving this document and as a condition for you and any third party you intend to involve in the analysis of the Information to access the Data Room. Accordingly, the Information must be held in complete confidence and subject to the terms of the Confidentiality Agreement.
Furthermore, by signing the confidentiality agreement mentioned above and this document you undertake to indemnify and hold harmless the Sponsors, the Developers and their representatives, and any person acting on behalf of any of the foregoing, from any damage, loss, liability or cost arising out of or resulting from any unauthorised use or disclosure by you or any of your Representatives of the Information, or from any breach by you or by any of your Representatives of the provisions of this document (including, without limitation, the legal fees and costs of enforcement of this indemnity). Nothing contained herein shall be construed as prohibiting an indemnified person from pursuing any other remedies available by law to it or them.
- The Data Room does not claim to contain all the information each party accessing the Data Room may require. Each such party may conduct its own independent investigations and analysis and is free to check the accuracy, reliability and completeness of the Information. The Developers and the Sponsors makes no representation or warranty, express or implied, and shall incur no liability whatsoever under any law, statute, rules or regulations as to the accuracy, reliability or completeness of the Data room and the Information. The Developers and the Sponsors may in their absolute discretion, but without being under any obligation to do so, update, amend or supplement the Information in the Data Room. The Information is selective and is subject to update, expansion, revision and amendment. The Sponsors and the Developers do not undertake to provide any party accessing the Data Room with access to any additional information or to update the Information or to correct any inaccuracies therein, which may become apparent. Any Information will be superseded by any later written information on the same subject made available/accessible to the parties accessing the Data Room.
- The Information will not be used as the basis of any commitment or contract.
Authorised access dates/team members
- The Data Room is intended to be available 24 hours a day, 7 days a week. It is not envisaged that the Data Room will require any downtime, although this cannot be guaranteed. PowerTree, may, for technical reasons, withdraw the Data Room at any time without notice to interested parties. No assurance is given that the Data Room will be available at any particular time or that any information can be accessed in any format, at any download rate or at all. PowerTree may in their discretion provide alternative means for accessing the Data Room.
- The Data room will be available through the PowerTree web site accessible at the following Internet page: https://power-tree.co.uk/login/canning-data-room/.
- You are requested to designate a team leader for the persons inspecting the Information. The team leader will be responsible for liaising with the following PowerTree co-ordinators: Peter Sermol, Rafael Meyer.
- We reserve the right, in our absolute discretion, to refuse, or deny access to the Data Room to any user.
- Data Room users shall comply with all applicable laws and regulations in accessing the Data Room and in further using or accessing the Information. No user of the Data Room shall introduce any computer virus or other destructive code to the Data Room or the systems on which the Data Room is held. We do not warrant that the Data Room will be free of computer viruses and other destructive codes. We accept no liability for any damage caused by any destructive code transmitted through the access to the Data Room by the user. Data Room users acknowledge that it is their responsibility to implement sufficient procedures and virus checks to satisfy their particular requirements.
- The Data Room may not be accessed from any non-secure network, such as from an internet café or any other place where the public has access. When a computer being used to access the Data Room is left (even for a short time), that computer should be locked using a password which is known or accessible only to the Data Room user and its relevant internal IT support department.
- At the end of each session accessing the Data Room, the browser window must be closed down. Data Room users may only use the User ID and Password that have been allocated to them individually. Such User ID and Password may not be disclosed to others and no Data Room user may permit others to use its unique User ID and Password.
- Data Room users will not attempt to circumvent any of the security features of the PowerTree web site and will not enable or allow others to access such site using their authorisation to this site. Data Room users will also take all steps reasonably specified by us/PowerTree to erase any copies of Data Room information which may have been made on IT systems used by Data Room users. At the request of us/PowerTree, Data Room users shall provide signed written confirmation that they and their organizations have complied with the requirements of this paragraph. Failure to comply with this paragraph will be taken to be a breach of this document and access to the Data Room may be immediately revoked
- We/PowerTree reserve the right to change the procedure governing the Data Room at any time.
Documentation – Questions
- A summary index of the documentation contained in the Data Room will be contained in the Data Room itself.
- You must not download, copy, alter, modify in any way (including varying the sequence or altering its electronic location), damage or destroy any of the Information in the Data Room.
Further documents may be added at our discretion to the Data Room from time to time. These will be clearly marked in a separate file and you will be notified as soon as practicable of any addition to the Information in the Data Room. Should this happen, a revised or supplementary index will be distributed.