Investment Adviser fails to provide transparency

Aquila European Renewables PLC

01 June 2026

 

1 June 2026

Aquila European Renewables plc

Commerzbank-owned Investment Adviser fails to provide requested transparency

The Board of Aquila European Renewables plc (the "Company") announces that Aquila Capital Investmentgesellschaft mbH, the Company's investment adviser and a wholly owned subsidiary of Commerzbank Group, has failed to provide the complete information and supporting documentation requested by the Board in relation to fees, charges, recharges and other economic benefits connected with the Company's portfolio.

The Board first requested this information at its meeting on 4 December 2025 and repeated the request formally in writing on 6 February 2026 to the Chairman of Aquila Capital's Supervisory Board.

The information requested includes full disclosure of:

1.   all fees, charges, recharges and expenses borne directly or indirectly by the Company, its subsidiaries or portfolio-level SPVs;

2.   any amounts paid or payable to Aquila Capital, Aquila group entities, funds or vehicles under common management, or other connected parties;

3.   any development profits, promote, carried interest, success fees, option gains, margin capture, rebates or other economic benefits connected with assets acquired by the Company; and

4.   the ownership, capital structure and economic interests in relevant portfolio acquisition structures.

Aquila Capital responded on 17 February 2026, stating that it was reviewing SPV general ledgers and that certain payments were most likely related to travel cost recharges, power price curve costs and domiciliation services. However, Aquila Capital has not provided the complete schedules, supporting agreements, invoices, look-through ownership information or economic-benefit analysis requested.

The Board also notes that Aquila Capital's response addressed only whether certain benefits had been paid since the Company became a shareholder in the relevant SPVs. The Board's request is broader and includes profits or other economic benefits accruing to Aquila Capital, other Aquila-managed funds or connected parties prior to the Company's acquisition of the relevant assets.

The Board considers the continuing absence of complete information to be unacceptable, particularly given Aquila Capital's status as a wholly owned subsidiary of Commerzbank Group and the standards of governance, control and transparency expected of an adviser operating within a major European banking group.

The Board confirms that the Company has incurred legal costs of approximately £160,000 in connection with the unsuccessful proposed sale to Aquila Capital of approximately half of the Company's portfolio, as announced on 14 May 2026. The Board intends to formally request that Aquila Capital bear these costs by waiving investment advisory fees in an amount equal to the costs incurred.

Robert Naylor, Chairman, commented:

"The Board's request is simple: full transparency on all SPV-level costs, related-party charges and economic benefits connected with the Company's portfolio.

Aquila Capital is not merely the Company's investment adviser. It is a wholly owned subsidiary of Commerzbank Group. Shareholders are entitled to expect the highest standards of governance, accountability and transparency.

We don't believe those standards have been met. The Board expects Aquila Capital, its Supervisory Board and Commerzbank Group to ensure that the requested information is provided without further delay.

The Board continues to explore all available remedies and will consider whatever action is necessary to protect the interests of the Company and its shareholders."

The Board will provide further updates as appropriate.

LEI: 213800UKH1TZIC9ZRP41

Enquiries:

Apex Listed Companies Services (UK) Limited (Company Secretary)	[phone]
Deutsche Numis (Corporate Broker) Hugh Jonathan              George Shiel	[phone]

www.aquila-european-renewables.com

 

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