Posting of Circular

RNS Number : 1214R

Octopus Renewables Infra Trust PLC

04 July 2022

 

4 July 2022

LEI: 213800B81BFJKWM2JV13

Octopus Renewables Infrastructure Trust plc

("ORIT" or the "Company")

Proposed amendments to the Company's investment policy, Posting of Circular and Notice of General Meeting

The Company has today published a circular (the "Circular") containing details of proposed amendments to the Company's investment policy and notice of a general meeting to be held on 28 July 2022.

The Circular published today outlines a proposal to seek Shareholder approval to amend the Company's investment policy to include offshore wind farms in the Company's core investment focus, in addition to onshore wind farms and solar PV parks. The changes, if approved, will move offshore wind from the non core technology allocation, which is limited to 20 per cent. of Gross Asset Value, to the core wind allocation, which is expected, over the long term, to make up less than 60 per cent. of the total value of all investments. The changes will allow the Company slightly greater flexibility to make additional offshore wind farm investments as part of the Company's diversified portfolio of Renewable Energy Assets. It should be noted that (i) the current minority allocation limit of 25 per cent. of Gross Asset Value will still be a limiting factor on investments into offshore wind farms, given typical project sizes that the Investment Manager sees in this space mean that investments would typically be made on a minority basis; and (ii) following the proposed changes to the investment policy, over the long term investments in wind farms as a whole may be lower as a percentage of the total value of all investments of the Company than they could have been under the current policy, as under the proposed changes it is expected that over the long term investments in wind farms as a whole will not exceed 60 per cent. of the total value of all investments, whereas under the current policy such investments could have been up to approximately 80 per cent. of the total value of all investments (split between the core 60 per cent. of the total value of all investments currently expected to be the maximum amount allocated for onshore wind farms plus the non core technology allocation of up to 20 per cent. of Gross Asset Value which could all be allocated to offshore wind farms). No other changes to the investment policy are being proposed. Further details are set out in this announcement.

Phil Austin, Chairman of Octopus Renewables Infrastructure Trust plc, commented:

"ORIT's portfolio has now reached significant scale, with 23 solar PV assets, 7 onshore wind assets and 1 offshore wind investment, with an aggregate total capacity of 583MW, along with three investments in developers and a number of conditional acquisitions agreed. With ORIT's growth since IPO and offshore wind becoming a key pillar of government targets for new capacity additions, the Board and the Investment Manager believe now is the ideal time to make this amendment to allow investors the opportunity to access an even broader, more diversified range of attractive investments in established renewable generation technologies."

The implementation of the proposed changes to the investment policy require the approval of Shareholders and the Directors are accordingly convening the General Meeting to seek this approval from Shareholders. The General Meeting will be held at the offices of Sanne Fund Services (UK) Limited, 6th Floor, 125 London Wall EC2Y 5AS on Thursday 28 July 2022 at 12.00 noon. The formal notice convening the General Meeting is set out in the Circular published today.

The text of the Chairman's letter and the expected timetable, extracted from the Circular, are set out below. The Circular will be available on the Company's website (https://www.octopusrenewablesinfrastructure.com), at the Company's registered office at 6th Floor, 125 London Wall, London, EC2Y 5AS and at the National Storage Mechanism via https://data.fca.org.uk/#/nsm/nationalstoragemechanism. This announcement has been released on behalf of the Company by order of the Board.

For further information please contact:

Octopus Renewables Limited (Investment Manager) Matt Setchell, Chris Gaydon, David Bird	Via Buchanan
Peel Hunt (Broker) Liz Yong, Luke Simpson, Huw Jeremy (Investment Banking)	020 7418 8900
Buchanan (Financial PR) Charles Ryland, George Beale, Hannah Ratcliff	020 7466 5000
Sanne Fund Services (UK) Limited (Company Secretary)	020 3327 9720

Capitalised terms used in this announcement have the meanings given to them in the Circular published by the Company today.

Expected timetable

Posting of this announcement and the notice of General Meeting  Monday, 4 July 2022

Latest time and date for receipt of Forms of Proxy or  12 noon on Tuesday, 26 July 2022

transmission of CREST Proxy Instructions for the General Meeting

Record date for entitlement to vote at the General Meeting  6.00 p.m. on Tuesday, 26 July 2022

General Meeting  12 noon on Thursday, 28 July 2022

Announcement of the results of the General Meeting  Thursday, 28 July 2022

through a RIS

All references to times in this document are to London time unless otherwise stated. Any changes to the expected timetable will be notified by the Company via a Regulatory Information Service.

1. INTRODUCTION

The Company was launched as a closed-ended investment company in December 2019 with the investment objective of providing investors with an attractive and sustainable level of income returns, with an element of capital growth, by investing in a diversified portfolio of Renewable Energy Assets in Europe and Australia. As at the date of this announcement, the Company's portfolio comprises 23 solar assets, 7 onshore wind assets and 1 offshore wind asset with an aggregate total capacity of 583MW and three investments in developers. All of the solar and wind assets are currently operational except for the construction ready and in construction projects, being the Breach Solar Farm in Cambridgeshire, UK, which is expected to become operational in Q2 2023 and the Cerisou Wind Farm in France and the Cumberhead Wind Farm in Scotland which are expected to become fully operational in Q3 2022 and Q1 2023, respectively. In addition 2 portfolios of Renewable Energy Assets (comprising up to 9 solar assets) in Ireland and Spain and a battery storage asset in the UK have been conditionally acquired.

Following the significant progress the Company has made since IPO, both in terms of growth and development of the portfolio, the Board and the Investment Manager have taken the opportunity to review the Company's investment policy. After careful consideration and consultation with Shareholders the Board is recommending that the investment policy be amended to extend the Company's focus to offshore wind farms in addition to onshore wind farms and solar PV (the "Proposal"). The proposed amendments to the investment policy are set out in full in Appendix 1 of this announcement, and the rationale for them is set out in section 2 (Rationale for the proposed amendments to the investment policy) below.

The Company has received written approval from the Financial Conduct Authority to make the amendments to the Company's investment policy described above and set out in Part 2 of the Circular and Appendix 1 of this announcement and, accordingly, in accordance with the Listing Rules, Shareholder approval is now being sought for those amendments at the General Meeting to be held on Thursday, 28 July 2022 at 12.00 noon. Further details on the General Meeting are set out in section 4 of this announcement and the Notice of General Meeting is set out on pages 6 to 8 of the Circular.

2. RATIONALE FOR THE PROPOSED AMENDMENTS TO INVESTMENT POLICY

Under the current investment policy, it is expected that over the long term, investments in onshore wind farms and in solar PV parks will each not exceed 60 per cent. of the total value of all investments. Investments in onshore wind farms and solar PV parks currently represent approximately 44 and 47 per cent. of the total value of all investments respectively.¹ The Company may also invest up to 20 per cent. of Gross Asset Value in Renewable Energy Assets which are not onshore wind farms and solar PV parks, for example offshore wind farms or battery investments. The Company has to date invested c.£36.5m to acquire a 7.75 per cent. indirect interest in the Lincs operational offshore wind farm. Lincs is located in the UK North Sea, has a capacity of 270MW, made up of 75 turbines each of 3.6MW spread across c.35 square kilometres and benefits from 2 ROCs/MWh to 2033. Including long term project level gearing, Lincs represents approximately 8 per cent. of the total value of all investments.¹

The Investment Manager views offshore wind as a now established technology class, with global installations reaching 36GW by the end of 2020, and notes that offshore wind is a key pillar of government targets for new capacity additions across Europe, including the UK as well as further afield, including Australia. The Investment Manager therefore believes that inclusion of offshore wind farms in the Company's core technology allocation will allow investors the opportunity to access a broader, more diversified range of attractive investments in established renewable generation technologies.

It is therefore proposed to amend the Company's investment policy to expand the core 60 per cent. wind farm allocation to include offshore wind farms as well as onshore wind farms, to allow slightly greater flexibility to make additional offshore wind farm investments as part of the Company's diversified portfolio of Renewable Energy Assets. It should be noted that (i) the current minority allocation limit of 25 per cent. would still be a limiting factor on investments into offshore wind farms, given typical project sizes that the Investment Manager sees in this space mean that investments would typically be made on a minority basis; and (ii) following the proposed changes to the investment policy, over the long term investments in wind farms as a whole may be lower as a percentage of the total value of all investments of the Company than they could have been under the current policy, as under the proposed changes it is expected that over the long term investments in wind farms as a whole will not exceed 60 per cent. of the total value of all investments, whereas under the current policy such investments could have been as much as approximately 80 per cent. of the total value of all investments (split between the core 60 per cent. of the total value of all investments currently expected to be the maximum amount allocated for onshore wind farms plus the non core technology allocation of up to 20 per cent. of Gross Asset Value which could all be allocated to offshore wind farms). No other changes to the investment policy are being proposed.

The proposed amendments to the Company's investment policy are set out in full in Part 2 of the Circular and Appendix 1 of this announcement. Changes/additions to the investment policy are indicated with underlining. The Company's investment objective remains unchanged.

3. CONSIDERATIONS ASSOCIATED WITH THE PROPOSAL

Shareholders should have regard to the following when considering the Proposal:

· there is no guarantee that the changes to the Company's investment policy will provide the returns sought by Shareholders. There can be no guarantee that the Company will achieve its investment objective or target returns to Shareholders; and

· if the Resolution is not passed at the General Meeting, it may constrain the Company's ability to access a broader, more diversified range of attractive investments in established renewable generation technologies and the Company may be required to structure investment opportunities as co-investments in order that they will not breach the investment restrictions in the Company's current investment policy.

4. GENERAL MEETING

The Proposal is conditional on the approval by Shareholders of the resolution to be proposed at the General Meeting.

A Notice of General Meeting of the Company which will be held at the offices of Sanne Fund Services (UK) Limited, 6th Floor, 125 London Wall EC2Y 5AS on Thursday, 28 July 2022 at 12.00 noon is set out on pages 14 to 16 of the Circular. You are advised to read the whole of the Circular, including the Notice of General Meeting, and not to rely solely on the information contained in this letter.

At present the UK Government restrictions on public gatherings are no longer in force in connection with COVID-19 and at the time of publication of this announcement it is intended that the General Meeting will be held in the normal way with physical attendance by Shareholders. However, Shareholders should be aware that it is possible that such restrictions could be re-imposed prior to the date of the General Meeting. In such event, these restrictions could mean that the General Meeting is required to be held as a closed meeting with physical attendance limited to only a small number of attendees comprising the required quorum for the meeting and those persons whose attendance is necessary for the conduct of the meeting, and that any other persons will be refused entry. Accordingly, all Shareholders are recommended to vote by proxy in advance of the General Meeting and to appoint the Chair of the meeting as their proxy. This will ensure that Shareholders' votes will be counted even if they (or any appointed proxy) are not able to attend. All votes will be taken by poll so that all proxy votes are counted.

The Company may impose entry restrictions on persons wishing to attend the General Meeting (including, if required, refusing entry) in order to secure the orderly conduct of the General Meeting and the safety of the attendees.

To vote by proxy, Shareholders should follow the instructions set out in the section headed "Action to be Taken" below and the Notice of General Meeting and the Form of Proxy.

An ordinary resolution requires a simple majority of the votes cast in order to be passed.

The Board has resolved that the votes at the General Meeting will be conducted on a poll, not on a show of hands, which the Board feels is the fairest approach in the light of any potential restrictions that may apply to attendance at the General Meeting. The Articles provide that (subject to certain exceptions) at the General Meeting each Shareholder entitled to attend and vote by proxy at the General Meeting shall upon a poll have one vote in respect of every Ordinary Share held. The Board asks all Shareholders to vote in advance of the General Meeting by submitting their proxy by 12.00 noon on Tuesday, 26 July 2022. This will ensure that your votes are registered.

The quorum for the General Meeting shall be two persons entitled to attend and to vote on the business to be transacted, each being a Shareholder so entitled or a proxy for a Shareholder so entitled or a duly authorised representative of a corporation which is a Shareholder so entitled. In the event that the General Meeting is adjourned because a quorum is not present by the time specified in the Articles or ceases to be present and the above-mentioned quorum is not present by the time specified in the Articles, at such adjourned General Meeting the quorum shall be one person entitled to attend and to vote on the business to be transacted, being a Shareholder so entitled or proxy for a Shareholder so entitled or duly authorised representative of a corporation which is a Shareholder so entitled.

As soon as practicable following the General Meeting, the results of the voting will be announced via a Regulatory Information Service and also placed on the Company's website, www.octopusrenewablesinfrastructure.com .

5. ACTION TO BE TAKEN

Shareholders will find enclosed with the Circular a Form of Proxy for use at the General Meeting.

To vote by proxy, Shareholders should follow the instructions set out in this section headed "Action to be Taken", the Notice of General Meeting and the Form of Proxy. All Shareholders are recommended to vote by proxy in advance of the General Meeting and to appoint the Chair of the meeting as their proxy. This will ensure that Shareholders' votes will be counted even if they (or any appointed proxy) are not able to attend. All votes will be taken by poll so that all proxy votes are counted.

To be valid, Forms of Proxy must be completed and returned in accordance with the instructions printed thereon to the Company's Registrar, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY or, if submitting the proxy vote electronically, via the Registrar's online voting portal www.investorcentre.co.uk/eproxy, as soon as possible and in any event by no later than 12.00 noon on Tuesday, 26 July 2022. Further instructions relating to the Form of Proxy are set out in the Notice of General Meeting and the Form of Proxy.

Alternatively, if you hold your Ordinary Shares in uncertificated form (that is, in CREST), you may appoint a proxy by completing and transmitting a CREST Proxy Instruction in accordance with the procedures set out in the CREST Manual so that it is received by the Registrar (under CREST participant ID 3RA50) by no later than 12.00 noon on Tuesday, 26 July 2022. CREST members may choose to use the CREST electronic proxy appointment service in accordance with the procedures set out in the notes to the Form of Proxy and the Notice of General Meeting.

6. RECOMMENDATION

The Board considers that the Proposal is in the best interest of the Company and its Shareholders as a whole. Accordingly, the Board unanimously recommends that Shareholders vote in favour of the resolution to be proposed at the General Meeting. The Directors intend to vote in favour of the resolution in respect of their own holdings of Ordinary Shares, amounting to 252,941 Ordinary Shares in aggregate (representing approximately 0.045 per cent. of the issued share capital of the Company as at the date of this announcement).

On behalf of the Board, thank you for your continued support of the Company.

Yours faithfully

Philip Austin

Chairman

Octopus Renewables Infrastructure Trust Plc

6th Floor, 125 London Wall, London EC2Y 5AS

4 July 2022

Notes

¹ Total value of investments determined in accordance with the Company's investment policy and based on unaudited valuations as at 31 March 2022, adjusted only for cash movements to or from the Renewable Energy Assets and the Company between 1 April 2022 and 1 July 2022, such that the total valuation of the Company is unchanged from the unaudited Net Asset Value as at 31 March 2022, with investments acquired since 31 March 2022, held at cost.

APPENDIX 1 - PROPOSED CHANGES TO THE INVESTMENT POLICY

Investment Objective

The Company's investment objective is to provide investors with an attractive and sustainable level of income returns, with an element of capital growth, by investing in a diversified portfolio of Renewable Energy Assets in Europe and Australia.

Investment Policy

The Company will seek to achieve its investment objective through investment in renewable energy assets in Europe and Australia, comprising (i) predominantly assets which generate electricity from renewable energy sources, with a particular focus on onshore and offshore wind farms and photovoltaic solar ("solar PV") parks, and (ii) non-generation renewable energy related assets and businesses (together "Renewable Energy Assets").

The Company may invest in operational, in construction, construction ready or development Renewable Energy Assets. In construction or construction ready Renewable Energy Assets are assets that have in place the required grid access rights, land consents, planning and regulatory consents. Development Renewable Energy Assets comprise projects that do not yet have in place the required grid access rights, land consents, planning and regulatory consents, as well as investments into development pipelines and developers ("Development Renewable Energy Assets").

The Company intends to invest both in a geographically and technologically diversified spread of Renewable Energy Assets and, over the long term, it is expected that investments: (i) located in the UK will represent less than 50 per cent. of the total value of all investments; (ii) in any single country other than the UK will represent no more than 40 per cent. of the total value of all investments; (iii) in onshore or offshore wind farms will not exceed 60 per cent. of the total value of all investments; and (iv) in solar PV parks will not exceed 60 per cent. of the total value of all investments. For the purposes of this paragraph, investments shall (i) be valued on an unlevered basis, (ii) include amounts committed but not yet incurred and (iii) include Cash and Cash Equivalents to the extent not already included in the value of investments or amounts committed but not yet incurred.

The Company may acquire a mix of controlling and non-controlling interests in Renewable Energy Assets and may use a range of investment instruments in the pursuit of its investment objective, including but not limited to equity and debt investments. A controlling interest is one where the Company's equity interest in the Renewable Energy Asset is in excess of 50 per cent..

In circumstances where the Company does not hold a controlling interest in the relevant investment, the Company will secure its shareholder rights through contractual and other arrangements, to, inter alia, ensure that the Renewable Energy Asset is operated and managed in a manner that is consistent with the Company's investment policy.

Investments may be made into Development Renewable Energy Assets, which may be developers, portfolios and/or pipelines of Development Renewable Energy Assets, where the relevant investment: (i) includes limited exposure to Renewable Energy Assets outside Europe and Australia, which at the time of investment comprises both a minority of the assets in the relevant developer, portfolio or pipeline by number and value and is less than 1 per cent. of Gross Asset Value; and/or (ii) may include indirect exposure to ancillary assets and/or businesses unrelated to renewable energy whose value is de minimis as at the time of investment. The Company may retain an interest in any such assets and/or businesses following achievement of construction ready status.

Investment Restrictions

The Company aims to achieve diversification principally through investing in a range of portfolio assets across a number of distinct geographies and a mix of wind, solar and other technologies. The Company will observe the following investment restrictions when making investments:

· the Company may invest up to 32.5 per cent. of Gross Asset Value in one single asset, up to 27.5 per cent. of Gross Asset Value in a second single asset, and the Company's investment in any other single asset shall not exceed 20 per cent. of Gross Asset Value, in each case calculated immediately following each investment;

· the Company's portfolio will comprise no fewer than ten Renewable Energy Assets;

· no more than 20 per cent. of Gross Asset Value, calculated immediately following each investment, will be invested in Renewable Energy Assets which are not onshore or offshore wind farms and solar PV parks;

· no more than 25 per cent. of Gross Asset Value, calculated immediately following each investment, will be invested in assets in relation to which the Company does not have a controlling interest;

· no more than 5 per cent. of Gross Asset Value, calculated immediately following each investment, will be invested in Development Renewable Energy Assets;

· the Company will not invest in other UK listed closed-ended investment companies;

· neither the Company nor any of its subsidiaries will conduct any trading activity which is significant in the context of the Group as a whole; and

· no investments will be made in fossil fuel assets.

Compliance with the above restrictions will be measured at the time of investment and non-compliance resulting from changes in the price or value of assets following investment will not be considered as a breach of the investment restrictions.

In addition to the above investment restrictions, following the Company becoming fully invested and substantially fully geared (meaning for this purpose borrowings by way of long-term structural debt of 35 per cent. of Gross Asset Value) at the time of an investment or entry into an agreement with an Offtaker, the aggregate value of the Company's investments in Renewable Energy Assets under contract to any single Offtaker will not exceed 40 per cent. of Gross Asset Value.

The Company will hold its investments through one or more special purpose vehicles owned in whole or in part by the Company either directly or indirectly which will be used as the project company for the acquisition and holding of a Renewable Energy Asset (an "SPV") and the investment restrictions will be applied on a look-through basis.

For the purposes of the investment policy, "Gross Asset Value" means the aggregate of (i) the fair value of the Company's underlying investments (whether or not subsidiaries), valued on an unlevered basis, (ii) the Company's proportionate share of the cash balances and cash equivalents of assets and non-subsidiary companies in which the Company holds an interest and (iii) other relevant assets and liabilities of the Company (including cash) valued at fair value (other than third party borrowings) to the extent not included in (i) or (ii) above.

Borrowing Policy

The Company may make use of long-term limited recourse debt to facilitate the acquisition or construction of Renewable Energy Assets to provide leverage for those specific investments. The Company may also take on long-term structural debt provided that at the time of drawing down (or acquiring) any new long-term structural debt (including limited recourse debt), total long-term structural debt will not exceed 40 per cent. of the Gross Asset Value immediately following drawing down (or acquiring) such debt. For the avoidance of doubt, in calculating gearing, no account will be taken of any investment in Renewable Energy Assets that are made by the Company by way of a debt investment.

In addition, the Company may make use of short-term debt, such as a revolving credit facility, to assist with the acquisition or construction of suitable opportunities as and when they become available. Such short-term debt will be subject to a separate gearing limit so as not to exceed 25 per cent. of the prevailing Gross Asset Value at the time of drawing down (or acquiring) any such short-term debt.

The Company may employ gearing at the level of an SPV, any intermediate subsidiary of the Company or the Company itself, and the limits on total long-term structural debt and short-term debt shall apply on a consolidated basis across the Company, the SPVs and any such intermediate holding entities (but will not count any intra-Group debt).

In circumstances where these aforementioned limits are exceeded as a result of gearing of one or more Renewable Energy Assets in which the Company has a non-controlling interest, the borrowing restrictions will not be deemed to be breached. However, in such circumstances, the matter will be brought to the attention of the Board who will determine the appropriate course of action.

Currency and Hedging Policy

The Company has the ability to enter into hedging transactions for the purpose of efficient portfolio management. In particular, the Company may engage in currency, inflation, interest rates, electricity prices and commodity prices (including, but not limited to, steel and gas) hedging. Any such hedging transactions will not be undertaken for speculative purposes.

Cash Management

The Company may hold cash on deposit and may invest in cash equivalent investments, which may include short-term investments in money market type funds ("Cash and Cash Equivalents").

There is no restriction on the amount of Cash and Cash Equivalents that the Company may hold and there may be times when it is appropriate for the Company to have a significant Cash and Cash Equivalents position. For the avoidance of doubt, the restrictions set out above in relation to investing in UK listed closed-ended investment companies do not apply to money market type funds.

Changes to and Compliance with the Investment Policy

Any material change to the Company's investment policy set out above will require the approval of Shareholders by way of an ordinary resolution at a general meeting and the approval of the FCA.

In the event of a breach of the investment guidelines and the investment restrictions set out above, the AIFM shall inform the Board upon becoming aware of the same and if the Board considers the breach to be material, notification will be made to a Regulatory Information Service.

 

END

 

 

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