Results of the Placing and REX Retail Offer
3 December 2021
LEI: 213800B81BFJKWM2JV13
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, BY ANY MEANS OR MEDIA IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, JAPAN, THE REPUBLIC OF SOUTH AFRICA, ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (OTHER THAN IRELAND AND THE NETHERLANDS (THE "ELIGIBLE MEMBER STATES")) OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN OCTOPUS RENEWABLES INFRASTRUCTURE TRUST PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF OCTOPUS RENEWABLES INFRASTRUCTURE TRUST PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER REGULATION (EU) NO 596/2014 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL OF 16 APRIL 2014 ON MARKET ABUSE, AS AMENDED FROM TIME TO TIME, WHICH IS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED ("EUWA").
Octopus Renewables Infrastructure Trust plc
("ORIT" or the "Company")
Results of the Placing and REX Retail Offer
The Board of Octopus Renewables Infrastructure Trust plc is pleased to announce the Company has successfully raised aggregate gross proceeds of approximately £73.9 million (net proceeds of approximately £72.4 million). Approximately £69.0 million was raised pursuant to the Placing and a further £4.9 million was raised pursuant to the REX Retail Offer.
Accordingly, the Company will issue a total of 70,000,000 New Ordinary Shares at the issue price of 105.5 pence per New Ordinary Share, of which 65,348,534 New Ordinary Shares will be issued pursuant to the Placing and 4,651,466 New Ordinary Shares will be issued pursuant to the REX Retail Offer.
The fundraising was oversubscribed with demand exceeding the maximum of 70 million Ordinary Shares available for issue and therefore a scaling-back exercise for the Placing and REX Retail Offer was carried out.
Phil Austin, Chairman of Octopus Renewables Infrastructure Trust plc, commented:
" We are delighted to announce this successful and oversubscribed fundraise, raising £73.9 million to invest in renewable energy assets to further diversify our portfolio as we support the energy transition. I would like to thank our shareholders for the continued support over the last two years, which allows our Investment Manager to continue to pursue compelling opportunities and build on our high quality, diversified portfolio. The Board looks forward to updating shareholders in due course on the progress made deploying the capital across the considerable pipeline of opportunities ."
Applications have been made for the 70,000,000 Ordinary Shares to be issued pursuant to the Placing and separate REX Retail Offer to be admitted to the premium segment of the Official List of the Financial Conduct Authority and to trading on the premium segment of the London Stock Exchange's main market. Admission is expected to occur at 8.00 a.m. on 7 December 2021.
Following the Placing and REX Retail Offer, the Company's issued share capital will comprise 564,927,536 Ordinary Shares and this is the total number of Ordinary Shares with voting rights in the Company. This figure (564,927,536) may be used by Shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.
Directors' participation
Certain of the Directors have participated in the Placing. Immediately following Admission, the beneficial interests of the Directors in the issued share capital of the Company will be as follows:
|
Director/PCA(1) |
Ordinary Shares purchased in the Placing |
Number of Ordinary Shares held immediately following Admission |
% of issued share capital immediately following Admission |
|
Phil Austin and Mrs Austin(2) |
9,478 |
98,801 |
0.02% |
|
James Cameron |
9,478 |
60,574 |
0.01% |
|
Audrey McNair |
- |
45,907 |
0.01% |
Note:
(1) Elaina Elzinga, a Director of the Company, is a U.S. Person and as a consequence does not hold any Ordinary Shares.
(2) Ordinary Shares purchased in the Placing and shareholding shown includes that of Mrs Austin, a Person Closely Associated with Phil Austin.
For further information please contact:
|
Octopus Renewables Limited (Investment Manager) Matt Setchell, Chris Gaydon, David Bird
|
Via Buchanan |
|
Peel Hunt (Broker, Bookrunner & REX Retail Offer Co-ordinator) Liz Yong, Luke Simpson, Huw Jeremy, Angus Campbell (Investment Banking) Alex Howe, Chris Bunstead, Ed Welsby, Richard Harris (Sales) Al Rae, Sohail Akbar (Syndicate)
|
020 7418 8900 |
|
Buchanan (Financial PR) Charles Ryland, George Beale, Hannah Ratcliff
|
020 7466 5000 |
|
PraxisIFM (Company Secretary)
|
020 4513 9260 |
DEFINITIONS USED IN THIS ANNOUNCEMENT
|
"Admission" |
admission of the Ordinary Shares issued pursuant to the Placing and the REX Retail Offer to the Official List becoming effective in accordance with the Listing Rules and the admission of such shares to trading on the London Stock Exchange's main market for listed securities becoming effective in accordance with the Admission and Disclosure Standards; |
|
"AIFM" |
Octopus AIF Management Limited, being the alternative investment fund manager of the Company; |
|
"Board" or "Directors" |
the directors of the Company; |
|
"Company" |
Octopus Renewables Infrastructure Trust plc; |
|
"FSMA" |
the Financial Services and Markets Act 2000; |
|
"Ineligible Member State" |
any member state of the European Economic Area which is not an Eligible Member State; |
|
"Listing Rules" |
the Listing Rules made by the Financial Conduct Authority pursuant to Part VI of FSMA; |
|
"London Stock Exchange" |
London Stock Exchange plc; |
|
"New Ordinary Shares" |
the new Ordinary Shares to be issued pursuant to the Placing and the REX Retail Offer; |
|
"Ordinary Shares" |
the ordinary shares of £0.01 each in the capital of the Company, having such rights and being subject to such restrictions as are contained in the Company's articles of association; |
|
"Peel Hunt" |
Peel Hunt LLP, acting as the Company's sole broker and bookrunner in relation to the Placing and co-ordinator in relation to the REX Retail Offer; |
|
"Placing" |
the placing of New Ordinary Shares announced on 19 November 2021; |
|
"REX Retail Offer" |
the offer by the Company of New Ordinary Shares on the Peel Hunt Retail Capital Markets 'REX' portal announced on 19 November 2021; and |
|
"United Kingdom" or "UK" |
the United Kingdom of Great Britain and Northern Ireland. |
IMPORTANT NOTICE
This announcement and the information contained herein is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into or from the United States (including its territories and possessions, any state of the United States and the District of Columbia (the "United States" or "US")), Australia, Canada, New Zealand, Japan, the Republic of South Africa, any Ineligible Member State or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction.
The New Ordinary Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "US Securities Act") or under the applicable state securities laws of the United States and may not be offered or sold directly or indirectly in or into the United States or to or for the account or benefit of any US person (within the meaning of Regulation S under the US Securities Act) (a "US Person"). No public offering of the New Ordinary Shares is being made in the United States. The New Ordinary Shares are being offered and sold outside the United States in "offshore transactions", as defined in, and in compliance with, Regulation S under the US Securities Act. In addition, the Company has not been, and will not be, registered under the US Investment Company Act of 1940, as amended.
The New Ordinary Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the Rex Retail Offer or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States. Persons receiving this announcement (including custodians, nominees and trustees) must not forward, distribute, mail or otherwise transmit it in or into the United States or use the United States mails, directly or indirectly, in connection with the Placing or the Rex Retail Offer. No money, securities or other consideration from any person inside the United States is being solicited and, if sent in response to the information contained in this announcement, will not be accepted.
This announcement does not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for New Ordinary Shares in any jurisdiction including, without limitation, the United States, Australia, Canada, New Zealand, Japan, the Republic of South Africa, any Ineligible Member State or any other jurisdiction in which such offer or solicitation is or may be unlawful.
The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
Peel Hunt LLP ("Peel Hunt") is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company and for no-one else and will not regard any other person (whether or not a recipient of this announcement) as its client in relation to the Placing and/or the REX Retail Offer and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in connection with the Placing, the REX Retail Offer, Admission and the other arrangements referred to in this announcement.
The value of Ordinary Shares and the income from them is not guaranteed and can fall as well as rise due to stock market and currency movements. When you sell your investment you may get back less than you originally invested. Figures refer to past performance and past performance is not a reliable indicator of future results. Returns may increase or decrease as a result of currency fluctuations.
Certain statements in this announcement are forward-looking statements which are based on the Company's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which may use words such as "aim", "anticipate", "believe", "intend", "estimate", "expect" and words of similar meaning, include all matters that are not historical facts. These forward-looking statements involve risks, assumptions and uncertainties that could cause the actual results of operations, financial condition, liquidity and dividend policy and the development of the industries in which the Company's businesses operate to differ materially from the impression created by the forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given those risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements.
These forward-looking statements speak only as at the date of this announcement and cannot be relied upon as a guide to future performance. The Company, the AIFM, the Investment Manager and Peel Hunt expressly disclaim any obligation or undertaking to update or revise any forward-looking statements contained herein to reflect actual results or any change in the assumptions, conditions or circumstances on which any such statements are based unless required to do so by the Financial Conduct Authority, the London Stock Exchange or applicable law.
The information in this announcement is for background purposes only and does not purport to be full or complete. None of Peel Hunt or any of its affiliates, accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to this announcement, including the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith. Peel Hunt and its affiliates, accordingly disclaim all and any liability whether arising in tort, contract or otherwise which they might otherwise be found to have in respect of this announcement or its contents or otherwise arising in connection therewith.
Any indication in this announcement of the price at which the Ordinary Share have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser. No statement in this announcement is intended to be a profit forecast and no statement in this announcement should be interpreted to mean that earnings or target dividend per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings or dividends per share of the Company.
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