Legal structure
The Alpha Renewable Energy Fund Comm. V. is incorporated in the corporate form of a limited partnership (“commanditaire vennootschap” or “Comm. V.” / “société en commandite” or “S.Comm.”) organised and existing under the laws of Belgium, having its office at 9120, Beveren, Hendrik Consciencestraat 68, Belgium, registered with the Register of Legal Entities (Ghent, division Dendermdonde) with enterprise number 0792.281.746 (the “Fund“).
The Fund acts as an alternative investment fund (‘AIF’) (as defined in article 3.2° of the Belgian Law of 19 April 2014 on alternative investment funds and their managers, as amended from time to time (the “AIFM Law“). The Fund is registered with the FSMA (Financial Services and Markets Authority) and authorised as alternative fund manager (‘beheerder van alternatieve instellingen voor collectieve belegging’ / ‘gestionnaire d’organismes de placement collectif alternatifs’ (as defined in article 3.12° of the AIFM Law)). The Fund is governed by its Articles of Association and the Internal Regulations of the Fund (version approved on 26 January 2023). (“Fund Documentation“)
Upon incorporation of the Fund, Alpha Solar Invest BV, a limited liability company (‘besloten vennootschap’ / ‘société privée), organised and existing under the laws of Belgium, having its office at 9120, Beveren, Hendrik Consciencestraat 68, Belgium, registered with the Register of Legal Entities (Ghent, division Dendermonde) with enterprise number 0792.191.278 (‘Alpha Solar Invest‘) has been appointed ‘sole manager’ (‘enige zaakvoerder’ / ‘seul gérant’) of the Fund.
By virtue of its corporate form, the Fund has at least one (1) “General Partner” or “GP” (“gecommanditeerde vennoot” / “associé commandité”) and one (1) or more “Limited Partners” or “LP“(“commanditaire vennoten” or “stille vennoten” / “associés commanditaires”). Alpha Solar Invest is appointed as the first General Partner of the Fund and all other Partners of the Fund will be Limited Partners.
The management powers of the GP will include, in each case subject to the terms and restrictions in the Fund Documentation and to the maximum extend permitted by law, the right to (i) take all investment and divestment decisions, (ii) accept Commitments from investors, and issue shares in the Fund in return, (iii) approve and pay out the distributions by the Fund, and (iv) decide on any other matters not expressly reserved to the GP in the Fund Documentation.
Term
The Fund is incorporated for a definite term which will terminate upon the earlier of :
(1) the expiry of five (5) years following the First Investment Round (03.03.2023), unless this term is extended with a maximum of two (2) additional periods of maximum two (2) years, each at the discretion of the General Partner; or
(2) the final distribution of the Fund’s investment Proceeds to the Partners.
Purpose of the Fund
The sole purpose of the Fund is to become a new shareholder in Energy Solutions Group NV, a limited liability company (“naamloze vennootschap” / “société anonyme”), organised and existing under the laws of Belgium, having its office at 3550, Heusden-Zolder, De Lange Beemden 14.1, Belgium, registered with the Register of Legal Entities (Antwerp, division Hasselt) with enterprise number 0643.473.155 (“ESG“) and, as such, to invest collectively the funds raised by it in ESG.
The main objective of the Fund is to provide to its investors a pooled return by means of long-term capital appreciation out of the investment in Energy Solutions Group NV.
No Offer
Documents accessed through the Fund’s website do not represent an offer to sell nor the solicitation of an offer to buy shares of the Alpha Renewable Energy Fund Comm.V.
Furthermore, the Fund’s website is not intended for use by any person in any juridiction where the publication or availability of the information on this website is prohibited.
