Competition Tribunal approves sale of Northern Cape solar power plant

Atlantica South Africa Operations, which is an indirect subsidiary of Nasdaq-listed renewable energy and efficient natural gas company Atlantica Sustainable Infrastructure, wants to acquire South African owned Kaxu Solar One.

Kaxu Solar One is a 100MW concentrated solar power (CSP) plant situated near Pofadder in the Northern Cape.

The deal is subject to terms, namely -BBEE ownership-related conditions.

UK-based Atlantica Sustainable Infrastructure, which through its local subsidiary, Atlantica South Africa Operations intends to acquire the employees of Abengoa South Africa and Kaxu’s assets.

“The Tribunal has conditionally approved the proposed large merger whereby Atlantica Sustainable Infrastructure plc (“Atlantica”) intends to acquire: (i) (Pty) Ltd (“Abengoa SA”); and (ii) the assets of Kaxu CSP O&M Company (Pty) Ltd (“Kaxu O&M”),” said the Tribunal in a statement.

The primary acquiring firm is Atlantica South Africa Operations, an indirect subsidiary of Atlantica.

“Atlantica conducts activities in South Africa through Kaxu Solar One. Through this subsidiary, it has a 100 MW solar power parabolic facility in Pofadder, in the Northern Cape (“the Kaxu Facility”),” said the Tribunal.

The merger is approved subject to, among others, the following ownership-related conditions:

• Atlantica South Africa Operations must implement B-BBEE ownership within a certain time frame.
• It must ensure that a minimum of 8% of its issued share capital is held by Black employees of the company.
• The B-BBEE ownership transaction shall include an employee participation element

The design and implementation of the B-BBEE ownership transaction will be at the cost of Atlantica South Africa Operations.

This includes the issue of the requisite shares to the persons or entity which Atlantica South Africa Operations selects in order to comply with the conditions.

Post-merger, Atlantica South Africa Operations shareholders will be:

• Atlantica South Africa (which is not owned or controlled by historically disadvantaged persons);
• Yet-to-be established Broad-Based Black Economic Empowerment (“B-BBEE”) partners (which is intended to hold 8% of the shares in Atlantica South Africa Operations).

Kaxu Solar One provides operations and maintenance services to the Kaxu Facility, but it does not have any employees. Therefore an agreement with Abengoa SA is in place to provide the labour.

The merger involves the transfer of a number of Abengoa SA employees to Atlantica South Africa Operations.

“The employees will retain their jobs and the merger will, therefore, have a positive impact on employment,” concluded the Tribunal.

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