TPC Consolidated Limited (ASX:TPC) (“TPC” or “Company”)...

TPC Consolidated Limited (ASX:TPC) (“TPC” or “Company”) announces that it has entered into a binding Scheme Implementation Agreement (“SIA”) with a subsidiary of Beijing Energy International (Australia) Holding Pty Ltd ("BJEI Australia"), Wollar Solar Holding Pty Ltd (“WSH”), under which WSH proposes to acquire all of the issued shares in TPC by way of a scheme of arrangement (“Scheme”). Under the Scheme, TPC shareholders would receive:
• cash consideration of $8.77 per TPC share1 ("Initial Consideration");
• the cash amount of a special dividend2 and/or return of capital of up to $2.64 per TPC share3 ("Permitted Distribution"); and
• the right to potential earn out scheme consideration of up to $4.41 per TPC share ("Earn Out Consideration").

WSH was established by BJEI Australia in 2021 to build and operate a significant portfolio of clean energy projects across Australia. BJEI Australia is a subsidiary of Beijing Energy International Holding Co., Ltd ("BJEI Holding"), which is listed on the main board of the Hong Kong Stock Exchange.