Results of Placing, Open Offer and Offer for Subs

RNS Number : 4549D

Renewables Infrastructure Grp (The)

28 March 2014

 



THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA.

This announcement is an advertisement and not a prospectus. Investors should not purchase or subscribe for any transferable securities referred to in this announcement except on the basis of information contained in the prospectus dated 10 March 2014 published by The Renewables Infrastructure Group Limited in connection with the placing, open offer and offer for subscription of C shares (the "C Shares") and the admission of C shares  to the standard segment of the Official List of the Financial Conduct Authority (the "Official List") and to trading on London Stock Exchange plc's main market ("Main Market") for listed securities (the "London Stock Exchange"). This announcement is not an offer to sell, or a solicitation of an offer to acquire, securities in the United States or in any other jurisdiction. Neither this announcement nor any part of it shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever.

THE RENEWABLES INFRASTRUCTURE GROUP LIMITED

Results of Placing, Open Offer and Offer for Subscription

28 March 2014

The Renewables Infrastructure Group Limited (the "Company") is pleased to announce the results of the Placing, Open Offer and Offer for Subscription of C Shares (the "Issue").  The Issue has raised gross proceeds of £66.2 million.

A total of 66,154,395 C Shares will be issued at a price of £1.00 per C Share, of which 45,078,070 C Shares will be issued pursuant to the Open Offer, 519,000 C Shares will be issued pursuant to the Offer for Subscription and 20,557,325 C Shares will be issued under the Placing.  Renewable Energy Systems Limited, the Company's operations manager, subscribed for 3.75m C Shares (equivalent to its open offer entitlement).  All applications will be met in full.

The net proceeds of the Issue will be used to fund the pipeline of Additional Investments by the Group. The C Shares will convert into Ordinary Shares on a NAV for NAV basis at the time of conversion (which will occur no later than 31 July 2014).  The New Ordinary Shares arising on conversion will be entitled to the interim dividend of 3p per Ordinary Share which the Company is targeting to pay in September 2014, in respect of the 6 month period ending June 2014.

Application has been made for the C Shares to be admitted to the Official List of the UK Listing Authority and to trading on the standard segment of the Main Market of the London Stock Exchange.

The International Security Identification Number for the C Shares is GG00BJWVDP92 and the TIDM is TRGC.

Canaccord Genuity Limited ("Canaccord Genuity") and Jefferies International Limited ("Jefferies") acted as joint sponsors and joint bookrunners.

Commenting on today's announcement, Helen Mahy, non-executive chairman of the Company, said:

"We are delighted that so many of our existing shareholders, including our larger institutional investors, have supported this capital raising, recognising the appeal of TRIG's attractive yield. The capital will be used to finance the acquisition of the two large solar parks by the Group announced yesterday¹ and, with the Group's revolving acquisition facility, will be used to acquire further investments from our strong pipeline of opportunities. With 319 MW spread across 22 investments in three countries and two sectors, we have the largest and most diverse portfolio amongst our peers and this capital raising enables further investments to be added to the Group's portfolio of operational onshore wind and solar PV assets."

¹The Company announced the acquisition of a further two UK solar parks with combined generating capacity of approximately 30.4MW for an aggregate consideration of between £34.5 million and £37 million on 27 March 2014.  The transaction was funded from the Group's acquisition facility and will be repaid from proceeds of the Issue. The projects were acquired from a group of private developers and are being constructed by a specialised German EPC contractor with a significant track record in solar PV and incorporate modules supplied by Hanwha SolarOne, a leading solar PV module manufacturer. Tamar Heights Solar Park, located near Barnstaple in Devon is already connected and Stour Fields Solar Park, located near Colchester in Essex is expected to be connected by 31 March 2014 to qualify under the UK's support banding of 1.6 renewables obligation certificates (ROCs) per MWh.

Expected timetable

Event	Date (2014)
Admission to the Official List and commencement of dealings in C Shares	8.00 a.m. on Wednesday, 2 April
Expected date for crediting of C Shares to CREST accounts in uncertificated form	As soon as possible on Wednesday, 2 April
Expected date of despatch of definitive share certificates for  C Shares in certificated form Latest date for conversion of C Shares into Ordinary Shares	Week commencing 7 April By 31 July

CONTACTS

InfraRed Capital Partners Limited	020 7484 1800
Richard Crawford Matt Dimond Phil George
RES	01923 299200
Jaz Bains Simon Reader
Canaccord Genuity Limited	020 7523 8000
Andrew Zychowski Lucy Lewis Robbie Robertson Dominic Waters Neil Brierley Will Barnett
Jefferies International Limited	020 7029 8000
Gary Gould Stuart Klein Alex Collins Mark James Tom Harris Peter Regan
Tulchan Communications	020 7353 4200
Martha Walsh Victoria Huxster

Important Information

This document is not for release, publication or distribution (directly or indirectly) in or into the United States, Canada, Australia, Japan, the Republic of South Africa or to any "US person" as defined in Regulation S under the United States Securities Act of 1933, as amended (the "Securities Act") or into any other jurisdiction where applicable laws prohibit its release, distribution or publication. It does not constitute an offer of securities for sale anywhere in the world, including in or into the United States, Canada, Australia, Japan or the Republic of South Africa. No recipient may distribute, or make available, this document (directly or indirectly) to any other person. Recipients of this document in jurisdictions outside the UK should inform themselves about and observe any applicable legal requirements in their jurisdictions. In particular, the distribution of this document may in certain jurisdictions be restricted by law.

The C Shares have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and, subject to certain exceptions, may not be offered or sold within the United States or to, or for the account or benefit of, US Persons. The Company will not be registered as an "investment company" under the Investment Company Act of 1940, and investors will not be entitled to the benefits of that Act. In addition, relevant clearances have not been, and will not be, obtained from the securities commission (or equivalent) of any province of Australia, Canada, Japan or the Republic of South Africa and, accordingly, unless an exemption under any relevant legislation or regulations is applicable, none of the C Shares may be offered, sold, renounced, transferred or delivered, directly or indirectly, in Australia, Canada, Japan or the Republic of South Africa.

The contents of this announcement have been prepared by and are the sole responsibility of the Company. Each of InfraRed, Canaccord Genuity Limited ("Canaccord Genuity") and Jefferies International Limited ("Jefferies") is authorised and regulated by the UK Financial Conduct Authority. None of InfraRed, Canaccord Genuity or Jefferies is acting as adviser to any recipient of this document or will be responsible to any recipient of the document for providing the protections afforded to clients of any of them or for providing advice in connection with this document or any of the matters referred to herein. Neither Canaccord Genuity nor Jefferies has verified or authorised the contents of, or any part of, this document.

This document does not contain sufficient information to support an investment decision and investors should ensure that they obtain all available relevant information before making any investment. This document does not constitute and may not be construed as an offer to sell, or an invitation to purchase, investments of any description, nor as a recommendation regarding the possible offering or the provision of investment advice by any party. No information in this document should be construed as providing financial, investment or other professional advice and each prospective investor should consult its own legal, business, tax and other advisers in evaluating the investment opportunity.

None of the Company, InfraRed, RES, Canaccord Genuity or Jefferies nor any of their respective officers, partners, employees, agents, advisers or affiliates makes any express or implied representation, warranty or undertaking with respect to the information or opinions contained in this document and none of them accept any responsibility or liability (for negligence or otherwise) as to this document's accuracy or completeness or as to the suitability of any particular investment for any particular investor or for any loss howsoever arising, directly or indirectly, from any use of such information or opinions or otherwise arising in connection therewith. In addition, no duty of care or otherwise is owed for any loss, cost or damage suffered or incurred as a result of the reliance on such information or opinions or otherwise arising in connection with this document. In all cases, each recipient should conduct its own investigations and analysis of the Company, InfraRed and RES and such recipient will be solely responsible for forming its own views as to the potential future performance of the Company.

 

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