–Share Repurchase from ReneSola Singapore
–New Investor Rights Agreement with Shah Capital
–Departure of Two Board Members
PVTIME – ReneSola Ltd (“ReneSola” or the “Company”) (www.renesolapower.com) (NYSE: SOL), a leading fully integrated solar project developer, today announced that:
- the Company has entered into a securities repurchase agreement with ReneSola Singapore Pte. Ltd. (“ReneSola Singapore”), one of the Company’s major shareholders, pursuant to which, among other things, the Company will repurchase from ReneSola Singapore 70,000,000 shares represented by 7,000,000 ADSs at a price of US$0.60 per share (or US$6.00 per ADS), totaling US$42 million through a privately negotiated transaction. ReneSola Singapore will be subject to a 90-day lock-up restriction with respect to its remaining share ownership of the Company and other customary covenants.
- Shah Capital will purchase 10,000,000 shares represented by 1,000,000 ADSs from ReneSola Singapore at a price of US$0.60 per share (or US$6.00 per ADSs).
- affiliates of ReneSola Singapore will resign from their offices as legal representatives, directors, and officers of the Company and its subsidiaries shortly after the closing of the repurchase transaction. Ms. Crystal (Xinhan) Li and Ms. Maggie (Yuanyuan) Ma will resign from the board of directors (the “Board”) of the Company immediately upon closing of the repurchase transaction. Ms. Crystal (Xinhan) Li will also resign from her executive role as the vice president of investment of the Company simultaneously.
- in connection with and effective upon the closing of the repurchase transaction, the currently effective investor rights agreement dated as of October 2, 2019 by and among the Company, Mr. Xianshou Li, ReneSola Singapore, Shah Capital Opportunity Fund LP (“Shah Capital”) and certain other parties named therein will be terminated. The Company will enter into an amended and restated investor rights agreement separately with Shah Capital. The terms of the amended and restated investor rights agreement are substantially the same as those under the previous investor rights agreement, except that (i) Shah Capital, subject to certain minimum shareholding requirements and a step-down mechanism, is entitled to nominate three (3) designees for election and/or appointment as directors of the Company, and (ii) the board of directors of the Company is entitled to jointly nominate for election and/or appoint one (1) director.
“This transaction is an important step in the multi-year transformation of our Company into a leading solar project developer,” said Yumin Liu, ReneSola Power’s Chief Executive Officer. “We are especially encouraged that Shah Capital has increased their already large commitment to the Company. We appreciate their support and vote of confidence.”
The Board and the audit committee of the Board respectively approved the Company’s entry into the securities repurchase agreement and the amended and rested investor rights agreement. Upon resignation of Ms. Crystal (Xinhan) Li and Ms. Maggie (Yuanyuan) Ma, the Board will have two vacancies. The Board appointed ReneSola Power’s Chief Executive Officer, Mr. Yumin Liu, to fill one of the vacancies. The other vacancy on the Board is pending further review and appointment by the Board.