RBC Trust (T&T) Ltd is poised to become the largest shareholder in MPC Caribbean Clean Energy Ltd (MPCCEL) after moving to convert its US$10 million convertible promissory note into equity.
The company’s board approved an agreement on February 12 to facilitate the early conversion of the note into 10 million Class B shares. The promissory note, first issued in December 2020, had originally been scheduled to mature on March 31.
“Upon conversion of the Note, the total issued and outstanding share capital of the company in respect of Class B shares will increase from 26,944,861 to 36,944,861, which increase will result in RBC holding approximately 27 per cent of the outstanding shares of the Company,” MPCCEL chairman José Fernando Zuñiga Galindo noted
While the board has signed off on the move, the company’s audited financial statements indicate that final approval must still come from a majority of shareholders at a general meeting.
At present, MPC Capital AG’s two subsidiaries collectively represent the largest shareholding, controlling 22.16 per cent of the company. If shareholders approve the conversion, that combined stake would fall to about 16.16 per cent.
The newly issued Class B shares are expected to be listed on both the T&T Stock Exchange (TTSE) and the Jamaica Stock Exchange (JSE).
The board had previously approved an extension of the note, which had initially been due for maturity in March 2023. Funds raised from the US$10 million instrument were used to support the acquisition of solar parks in San Isidro, El Salvador, and Monte Plata in the Dominican Republic.
RBC Trust operates as a subsidiary of RBC Financial (Caribbean) Limited, which itself falls under the umbrella of Royal Bank of Canada. Rickhi Ramsahai currently serves as Director of Trust Services at RBC Financial (Caribbean).
MPCCEL, a renewable-energy holding company, maintains a portfolio of projects across Latin America and the Caribbean. Its current holdings include a Costa Rican wind farm alongside solar projects in El Salvador and the Dominican Republic.
In April 2025, the company sold its interest in a Jamaican solar park, generating proceeds of US$5.87 million. Last year, the MPCCEL chairman explained that the proceeds would be distributed to shareholders, thereby directly enhancing their returns.
Together, these assets produced US$6.90 million in EBITDA in 2025, slightly below the US$7.01 million reported in 2024. The repowering of Monte Plata Phase I is expected to be completed during the first quarter of 2026.
Financially, MPCCEL reported an unaudited loss of US$1.31 million for 2025, an improvement from the US$2.60 million loss posted the year before. Although the Barbadian entity recorded fair value losses in both periods, higher dividend and interest income helped bolster cash generation in 2025.
As of December 31, MPCCEL reported total assets of US$31.30 million and net assets attributable to shareholders of US$21.20 million.
The planned conversion of the promissory note would significantly reduce liabilities, leaving the company with less than US$105,000 in total obligations.
