Acquisition, Market Update, Proposed Equity Issue
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS 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 has been determined to contain inside information for the purposes of the market abuse regulation (EU) No.596/2014.
Investec Bank plc (Investec Bank) is authorised in the United Kingdom by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority. Investec Europe Limited (trading as Investec Europe, Investec Europe and together with Investec Bank, Investec) is regulated in Ireland by the Central Bank of Ireland. Liberum Capital Limited (Liberum and together with Investec, the Joint Bookrunners) is authorised and regulated in the United Kingdom by the Financial Conduct Authority. Investec and Liberum are acting exclusively for the Company in connection with the matters described in this announcement and are not acting for or advising any other person, or treating any other person as their respective client, in relation thereto and will not be responsible for providing the regulatory protection afforded to their respective clients or advice to any other person in relation to the matters contained herein. This does not exclude any responsibilities or liabilities of any of the Joint Bookrunners under the Financial Services and Markets Act 2000 (FSMA) or the regulatory regime established thereunder.
17 March 2022
The Renewables Infrastructure Group Limited
(TRIG" or the Company, a London-listed investment company advised by InfraRed Capital Partners (InfraRed) as Investment Manager and RES (Renewable Energy Systems) as Operations Manager)
Acquisition of interest in Hornsea One offshore wind farm, power prices and production update, Revolving Credit Facility capacity increase and proposed Issue of Equity
· Acquisition of 7.8% equity interest in Hornsea One, the world's largest operational offshore wind farm
· Significant increase in near-term power prices and above budget production in January and February 2022, with a positive impact on NAV
· Launch of placing of new ordinary shares on a bookbuild basis (with a floor price of 130p per share), closing at midday on Thursday, 24 March 2022
· Revolving Credit Facility capacity increased to £600m
· Webcast at 9:30am UK time Thursday, 17 March 2022
Acquisition
The Board of TRIG announces that the Company has exchanged contracts to acquire a 7.8% equity interest in the Hornsea One offshore wind farm in the UK (the Project or Hornsea One) from Global Infrastructure Partners. Following completion of the transaction, which is expected to take place at the end of H1 2022, Hornsea One will represent approximately 8% of TRIG's portfolio, by value.
Hornsea One benefits from an inflation-linked Contract-for-Difference ("CfD") subsidy with 13 years remaining. It is the world's largest operational offshore wind farm and covers an area of 407km2. The wind farm is located approximately 120km off the Yorkshire coast of England and has demonstrated strong operational performance since operations commenced in 2020. The Project generates enough clean electricity to power 1,000,000 homes.
Hornsea One was developed and built by Orsted, utilising 174 Siemens 7MW turbines. Orsted operates the windfarm under a long-term operations and maintenance agreement.
TRIG's investment in the Project is subject to regulatory and lender consents, which are expected to be received in the coming months.
Power prices and generation update
The start of 2022 has seen strong wind levels and significantly elevated power prices.
Production and captured power prices have been above budget in the two-month period to 28 February 2022, with particularly strong wind resource in February, and this is estimated to contribute an additional c. 1p/share above budgeted performance to the Company's Net Asset Value since 31 December 2021.
Power price forwards for 2022 and 2023 (and their volatility) have increased since those used in the valuation of the Company's portfolio as at 31 December 2021 (the "Portfolio Valuation"). Approximately 30% of the revenues for 2022 of the underlying investments across TRIG's portfolio are not fixed and exposed to merchant power prices (consistent with the level as at 31 December 2021). It should be noted that power prices and their forwards are particularly volatile at the present time and that the outturn prices may be materially different to the forward prices at a particular point in time. However, were the increase in power price forwards since 31 December 2021 to 15 March 2022 used in an assessment of the fair market value of the Company's portfolio, and assuming on-budget generation for the remainder of 2022 and for 2023, the Company's Net Asset Value per share might increase by a further c. 2 to 4p/share.
The lower end of this range is based on the average of the 2022 and 2023 GB power price forwards since 1 January 2022 to 15 March 2022 and the upper end of this range is based on the average of the power price forwards since the escalation of the conflict in Ukraine on 24 February 2022 to 15 March 2022. The table below sets out these data points:
|
£/MWh |
2022 |
2023 |
|
31 December 2021 |
£175/MWh |
£115/MWh |
|
Approximate average forwards from 1 January 2022 to 15 March 2022 |
£200/MWh |
£145/MWh |
|
Approximate average forwards from 24 February 2022 to 15 March 2022 |
£245/MWh |
£175/MWh |
The indicated potential impact of the elevated power price forwards takes the average forwards shown above and deducts c. 15% for cannibalisation and a further c. 20% to recognise the risk of being able to capture these levels given that the outturn of power prices could be lower, particularly as a lack of liquidity in the power markets at these elevated levels makes it difficult to fix at these prices. This is consistent with the approach that the Company adopted in deriving the Portfolio Valuation used in the 31 December 2021 audited accounts.
The Company will next undertake a formal valuation exercise for the 30 June 2022 interim results.
Revolving Credit Facility
The Company's ESG-linked Revolving Credit Facility ("RCF") capacity, which enables the Company to act as a cash buyer of investments, has been increased from £500m to £600m. The RCF is £73m drawn and covers the existing commitments relating to the construction of the Ranasjö, Salsjö and Grönhult windfarms and the Cadiz solar projects of £231m which become due over the next two years as well as the equity commitments to the Hornsea One transaction announced today and due on the completion of that acquisition. The RCF has an expiry date of 31 December 2023.
Proposed issue of equity and pipeline
Following the acquisition of the stake in Hornsea One and with the Investment Manager continuing to see attractive opportunities across TRIG's core markets, the Company is proposing to issue new ordinary shares ("New Ordinary Shares") by way of a non-pre-emptive tap issuance (the "Issue").
Bookbuild
The Issue will be launched immediately following this announcement, when Investec and Liberum (who are acting as Joint Bookrunners to the Issue) will commence a bookbuilding process to determine the level of demand from potential investors for participation in the Issue.
The New Ordinary Shares are not being offered at a fixed price. To bid in the bookbuild, investors should communicate their bid (or bids) by telephone to their usual sales contact at Investec or Liberum as the case may be. Each bid should state the number of New Ordinary Shares for which the prospective investor wishes to subscribe and the price or price range that the prospective investor is offering to pay; any bid price must be for a full pence or half pence amount.
The number of New Ordinary Shares to be issued and the price per New Ordinary Share (the "Strike Price") will be agreed between Investec, Liberum and the Company following close of the bookbuild at noon on Thursday, 24 March 2022, and announced shortly thereafter.
Investors should note that the Strike Price will not be less than 130.0p.
Investec, Liberum and the Company reserve the right to set a maximum number of New Ordinary Shares that may be allocated to any one investor.
The Issue will be made to relevant persons (as defined in the appendix to this announcement (the "Appendix")) through the Joint Bookrunners and will be subject to the terms and conditions set out in the Appendix.
Use of proceeds
The net proceeds of the Issue will be used to repay amounts drawn under the RCF and to meet near-term funding requirements.
The New Ordinary Shares will be issued under the general authority to disapply pre-emption rights over 10 per cent. of the Company's ordinary share capital which was taken at the annual general meeting of the Company held on 5 May 2021.
Applications will be made to the Financial Conduct Authority for admission of the New Ordinary Shares to the premium segment of the Official List and to London Stock Exchange plc for admission to trading of the New Ordinary Shares on its main market for listed securities (the Main Market), (together, Admission). It is expected that Admission will become effective, and that dealings in the New Ordinary Shares on the Main Market will commence, on 28 March 2022.
Expected timetable
|
Latest time and date for receipt of orders under the Issue |
Midday on Thursday, 24 March 2022 |
|
Announcement of results of the Issue |
Thursday, 24 March 2022 |
|
New Ordinary Shares issued to investors on a T+2 basis |
Thursday, 24 March 2022 |
|
Admission and commencement of dealings in New Ordinary Shares |
8.00am on Monday, 28 March 2022 |
The times and dates set out above in the Expected Timetable may be adjusted by the Company in consultation with the Joint Bookrunners in which event a further announcement will be made through an RIS. All references are to London time.
Webcast
The Company will be hosting a short webcast to discuss this announcement at 9:30am UK time today.
To register for the call and to submit questions, please email trig-maitlandamo@maitland.co.uk
Helen Mahy, CBE, Chairman of TRIG, said:
" We are only too conscious that these are extremely difficult times, and our hearts go out to those so tragically affected by the fighting within Europe. We believe that , against this uncertain geopolitical backdrop , it remains important to continue to finance renewables projects and play our part not only in the decarbonisation of the energy sector , but also contributing to security of power supply for the UK and the EU. In these challenging times, we are grateful for the continuing support of our shareholders."
Richard Crawford, of InfraRed Capital Partners, said:
"Hornsea One is a flagship project globally for the offshore wind sector. As with each of TRIG's four UK offshore wind investments, Hornsea One's inflation-indexed subsidy will contribute to the Company's strategy to balance subsidised and unsubsidised revenues and to deliver sustainable returns to shareholders.
This investment is coupled with an increase to the Company's Revolving Credit Facility and an issue of equity. These financing arrangements will contribute to funding the acquisition as well as the Company's construction projects, and provide headroom to pursue an attractive pipeline of opportunities and further progress our portfolio diversification strategy."
Enquiries
InfraRed Capital Partners Limited +44 (0) 20 7484 1800
Richard Crawford
Phil George
Minesh Shah
Mohammed Zaheer
Investec Bank plc +44 (0) 20 7597 4000
Lucy Lewis
Denis Flanagan
Tom Skinner
Will Barnett (Sales)
Neil Brierley (Sales)
Alice Douglas (Sales)
Jack Kershaw (Sales)
Dominic Waters (Sales)
Liberum Capital Limited +44 (0) 20 3100 2000
Chris Clarke
Darren Vickers
Owen Matthews
Tom Biltcliffe (Sales)
Andrew Davies (Sales)
James Shields (Sales)
Maitland/AMO +44 (0) 20 7379 5151
Rhys Jones
Charles Withey
The Company
The Renewables Infrastructure Group ("TRIG" or "the Company") is a leading London-listed renewable energy infrastructure investment company. The Company seeks to provide shareholders with an attractive long-term, income-based return with a positive correlation to inflation by focusing on strong cash generation across a diversified portfolio of predominantly operating projects.
TRIG is invested in a portfolio of wind, solar and battery storage projects spread across the UK, Ireland, France, Germany, Spain and Sweden with aggregate net generating capacity of over 2.2GW, enough renewable power for over one million homes and displacing over 1.3 million tonnes of carbon emissions per annum. TRIG is seeking further suitable investment opportunities which fit its stated Investment Policy.
Further details can be found on TRIG's website at www.trig-ltd.com .
Investment Manager
TRIG's Investment Manager is InfraRed Capital Partners Limited ("InfraRed") which has successfully invested in over 200 infrastructure projects since 1997. InfraRed is a leading international investment manager focused on infrastructure. It operates worldwide from offices in London, New York, Seoul and Sydney. With 165 professionals it manages in excess of USD 12 billion of equity capital in multiple private and listed funds, primarily for institutional investors across the globe. InfraRed is authorised and regulated by the Financial Conduct Authority.
The infrastructure investment team at InfraRed consists of over 85 investment professionals, all with an infrastructure investment background and a broad range of relevant skills, including private equity, structured finance, construction, renewable energy and facilities management.
InfraRed implements best-in-class practices to underpin asset management and investment decisions, promotes ethical behaviour and has established community engagement initiatives to support good causes in the wider community. InfraRed is a signatory of the Principles of Responsible Investment.
Further details can be found on InfraRed's website at www.ircp.com .
Operations Manager
TRIG's Operations Manager is RES (" Renewable Energy Systems "), the world's largest independent renewable energy company.
RES has been at the forefront of wind energy development for over 40 years, with the expertise to develop, engineer, construct, finance and operate projects around the globe. RES has developed or constructed onshore and offshore wind, solar, energy storage and transmission projects totalling more than 22GW in capacity. RES supports over 9GW of operational assets worldwide for a large client base. Headquartered in Hertfordshire, UK, RES is active in 10 countries and has over 3,000 employees engaged in renewables globally.
RES is an expert at optimising energy yields, with a strong focus on safety and sustainability. Further details can be found on the website at www.res-group.com .
IMPORTANT INFORMATION
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE TAP ISSUE. THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) IS DIRECTED ONLY AT PERSONS SELECTED BY INVESTEC BANK PLC OR INVESTEC EUROPE LIMITED (TRADING AS INVESTEC EUROPE) (ACTING ON BEHALF OF INVESTEC BANK PLC IN CERTAIN JURISDICTIONS IN THE EEA) AND LIBERUM CAPITAL LIMITED (THE "JOINT BOOKRUNNERS") WHO ARE "INVESTMENT PROFESSIONALS" FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "FPO") OR "HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC" FALLING WITHIN ARTICLE 49(2) OF THE FPO OR TO PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED UNDER THE FPO (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). ONLY RELEVANT PERSONS MAY PARTICIPATE IN THE TAP ISSUE AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS.
THE NEW ORDINARY SHARES THAT ARE THE SUBJECT OF THE TAP ISSUE ARE NOT BEING OFFERED OR SOLD TO ANY PERSON IN THE UNITED KINGDOM OR THE EUROPEAN ECONOMIC AREA ("EEA"), OTHER THAN TO PERSONS WHO ARE BOTH (I) "QUALIFIED INVESTORS" AS DEFINED IN ARTICLE 2(E) OF THE UK PROSPECTUS REGULATION OR ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION (AS APPLICABLE), WHICH INCLUDES LEGAL ENTITIES WHICH ARE REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (IN THE UK) OR ENTITIES WHICH ARE NOT SO REGULATED WHOSE CORPORATE PURPOSE IS SOLELY TO INVEST IN SECURITIES AND (II) PERSONS TO WHOM THE NEW ORDINARY SHARES MAY BE LAWFULLY MARKETED UNDER THE UK AIFMD LAWS OR THE EU ALTERNATIVE INVESTMENT FUND MANAGERS DIRECTIVE OR THE APPLICABLE IMPLEMENTING LEGISLATION (IF ANY) OF THE MEMBER STATE OF THE EEA IN WHICH SUCH PERSON IS DOMICILED OR IN WHICH SUCH PERSON HAS A REGISTERED OFFICE (AS APPLICABLE).
The New Ordinary Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or with any securities regulatory authority of any State or other jurisdiction of the United States (as defined below), and accordingly may not be offered, sold or transferred within the United States of America, its territories or possessions, any State of the United States or the District of Columbia (the "United States") except pursuant to an exemption from, or in a transaction not subject to, registration under the U.S. Securities Act. The Tap Issue is being made (i) outside the United States in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Regulation S and (ii) to persons located inside the United States or to U.S. Persons that are ''qualified institutional buyers'' (as the term is defined in Rule 144A under the U.S. Securities Act) that are also ''qualified purchasers'' within the meaning of section 2(A)(51) of the U.S. Investment Company Act in reliance on an exemption from registration provided by section 4(A)(2) under the U.S. Securities Act. The Company has not been and will not be registered under the U.S. Investment Company Act of 1940, as amended (the "U.S. Investment Company Act") and investors will not be entitled to the benefits of the U.S. Investment Company Act.
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, Japan or South Africa or any other jurisdiction in which such offer or solicitation is or may be unlawful (an "Excluded Territory"). This Announcement and the information contained therein are not for publication or distribution, directly or indirectly, to persons in an Excluded Territory unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction.
The distribution of this Announcement, and/or the issue of New Ordinary Shares in certain jurisdictions may be restricted by law and/or regulation. No action has been taken by the Company, the Joint Bookrunners or any of their respective affiliates as defined in Rule 501(b) under the U.S. Securities Act (as applicable in the context used, "Affiliates") that would permit an offer of the New Ordinary Shares or possession or distribution of this Announcement or any other publicity material relating to the New Ordinary Shares in any jurisdiction where action for that purpose is required. Persons receiving this Announcement are required to inform themselves about and to observe any such restrictions. All offers of the New Ordinary Shares in Canada will be made pursuant to an exemption to the prospectus requirement as set out in section 2.3 of National Instrument 45-106 - Prospectus Exemptions. The terms and conditions set out in this Announcement are for information purposes only and, in the cases of persons who are resident of Canada or otherwise subject to the securities laws of Canada, this Announcement is intended only for persons that are "permitted clients" as defined in National Instrument 31-103 - Registration Requirements, Exemptions and Ongoing Registrant Obligations.
Investec Bank plc ("Investec Bank") which is authorised in the United Kingdom by the Prudential Regulation Authority and regulated by the Financial Conduct Authority (the "FCA") and the Prudential Regulation Authority, Investec Europe Limited (trading as Investec Europe "Investec Europe") acting as agent on behalf of Investec Bank in certain jurisdictions in the EEA (together Investec Bank and Investec Europe hereinafter in this Appendix referred to as "Investec") is regulated in Ireland by the Central Bank of Ireland, and Liberum Capital Limited ("Liberum", and together with Investec, the "Joint Bookrunners", is authorised and regulated in the United Kingdom by the FCA. Each of Investec and Liberum are acting exclusively for the Company and for no-one else in connection with the Tap Issue, will not regard any other person as their respective clients in relation to the Tap Issue and will not be responsible to anyone other than the Company for providing the protections afforded to clients of the Joint Bookrunners or for providing advice in relation to the Tap Issue or any of the other matters referred to herein. This does not exclude any responsibilities or liabilities of any of the Joint Bookrunners under FSMA or the regulatory regime established thereunder.
Information to Distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; (c) local implementing measures; and/or (d) (where applicable to UK investors or UK firms) the relevant provisions of the UK MiFID Laws (including the FCA's Product Intervention and Governance Sourcebook ("PROD")) (together the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any ''manufacturer'' (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the New Ordinary Shares have been subject to a product approval process, which has determined that the New Ordinary Shares are: (i) compatible with an end target market of (a) retail investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom, (b) investors who meet the criteria of professional clients and (c) eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors should note that: the price of the New Ordinary Shares may decline and investors could lose all or part of their investment; the New Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the New Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Tap Issue. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Bookrunners will only contact prospective Applicants for participation in the Tap Issue who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to New Ordinary Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the New Ordinary Shares and determining appropriate distribution channels.
Definitions of certain capitalised terms used in this section and in the Appendix are contained in paragraph 13 of the Appendix.
Appendix
Terms and Conditions of the Tap Issue
1. General
1.1 By participating in the issue referred to in this Announcement (the "Tap Issue") each applicant for New Ordinary Shares (an "Applicant") is deemed to have read and understood this Announcement (including this Appendix) in its entirety and to be providing the representations, warranties, undertakings, agreements and acknowledgements contained in this Appendix.
1.2 Each Applicant which confirms its agreement (whether orally or in writing) to Investec and/or to Liberum to subscribe for New Ordinary Shares under the Tap Issue will be bound by these terms and conditions and will be deemed to have accepted them.
1.3 The Company and/or Investec and/or Liberum may require any Applicant to agree to such further terms and/or conditions and/or give such additional warranties and/or representations as it (in its absolute discretion) sees fit and/or may require any such Applicant to execute a separate letter (a "Tap Issue Letter"). The terms and conditions contained in any Tap Issue Letter shall be supplemental and in addition to the terms and conditions contained in this Appendix.
2. Agreement to Acquire New Ordinary Shares
2.1 Conditional upon:
(a) Admission occurring and becoming effective by 8.00 a.m. (London time) on the date indicated in this Announcement (or such later time and/or date, not being later than 31 March 2022, as the Company and the Joint Bookrunners may agree);
(b) the Tap Issue Agreement between the Company, Infrared Capital Partners Limited (the "Investment Manager") and the Joint Bookrunners dated 12 March 2018 (as amended) (the "Tap Issue Agreement") becoming otherwise unconditional in all respects in relation to the Tap Issue, (save as to the Admission of the New Ordinary Shares) and not having been terminated on or before Admission; and
(c) Investec and/or Liberum confirming to the Applicants their allocation of the relevant New Ordinary Shares,
an Applicant agrees to become a member of the Company and agrees to subscribe for those New Ordinary Shares allocated to it by Investec and/or Liberum at the Strike Price per New Ordinary Share (the "Issue Price"), provided that the Applicant applied to acquire New Ordinary Shares under the Tap Issue at a price equal to or greater than the Strike Price.
2.2 To the fullest extent permitted by law, each Applicant acknowledges and agrees that it will not be entitled to exercise any remedy of rescission at any time. This does not affect any other rights the Applicant may have.
3. Payment for New Ordinary Shares
3.1 Each Applicant must pay the Issue Price for the New Ordinary Shares issued to or for the benefit of the Applicant in the manner and by the time directed by Investec and/or Liberum. If any Applicant fails to pay as so directed and/or by the time required, the relevant Applicant's application for the New Ordinary Shares shall, at the Joint Bookrunners' discretion, either be accepted or rejected in which case paragraphs 4.4 or 7.5 of these terms and conditions shall apply to such application respectively.
4. Participation in, and principal terms of, the Tap Issue
4.1 Prospective Applicants will be identified and contacted by the Joint Bookrunners.
4.2 The latest time and date for receipt of commitments under the Tap Issue is midday on 24 March 2022. The Joint Bookrunners reserve the right to bring this date forward, or to extend the timetable at their discretion, provided that the closing date will not be later than 31 March 2022.
4.3 The Joint Bookrunners will re‐contact and confirm orally or in writing to Applicants the size of their respective allocations and a trade confirmation will be dispatched as soon as possible thereafter. The Joint Bookrunners' oral or written confirmation of the size of allocations and each Applicant's oral commitment to accept the same or such lesser number as determined in accordance with paragraph 4.4 below will constitute a legally binding agreement pursuant to which each such Applicant will be required to accept the number of New Ordinary Shares allocated to the Applicant at the Issue Price and otherwise on the terms and subject to the conditions set out in this Appendix.
4.4 The Company (after consultation with the Joint Bookrunners, the Investment Manager and the Operations Manager) reserves the right to scale back the number of New Ordinary Shares to be subscribed by any Applicant in the event of an oversubscription in the Tap Issue. The Company and the Joint Bookrunners also reserve the right not to accept offers to subscribe for New Ordinary Shares or to accept such offers in part rather than in whole. The Joint Bookrunners shall be entitled to effect the Tap Issue by such method as they shall in their sole discretion jointly determine. To the fullest extent permissible by law, neither the Joint Bookrunners, nor any holding company of the Joint Bookrunners, nor any subsidiary, branch or affiliate of the Joint Bookrunners (each an "Affiliate") nor any person acting on behalf of any of the foregoing shall have any liability to Applicants (or to any other person whether acting on behalf of an Applicant or otherwise). In particular, none of the Joint Bookrunners, nor any Affiliate thereof nor any person acting on their behalf shall have any liability to Applicants in respect of their conduct of the Tap Issue. No commissions will be paid to Applicants or directly by Applicants in respect of the New Ordinary Shares.
4.5 Each Applicant's obligations will be owed to the Company and to the Joint Bookrunners. Following the oral or written confirmation(s) referred to above, each Applicant will have an immediate, separate, irrevocable and binding obligation, owed to the Joint Bookrunners, to pay to the Joint Bookrunners (or as the Joint Bookrunners may direct) in cleared funds an amount equal to the product of the Issue Price and the number of New Ordinary Shares which such Applicant has agreed to acquire under the Tap Issue. Commitments under the Tap Issue, once made, cannot be withdrawn without the consent of the Directors. The Company shall allot such New Ordinary Shares to each Applicant (or to any of the Joint Bookrunners for onward transmission to the relevant Applicant) following each Applicant's payment to the Joint Bookrunners of such amount.
4.6 Each Applicant agrees to indemnify on demand and hold each of the Joint Bookrunners, the Company, the Investment Manager and the Operations Manager and its and their respective Affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the acknowledgements, undertakings, representations, warranties and agreements set forth in these terms and conditions as supplemented by any Tap Issue Letter.
4.7 All obligations of the Joint Bookrunners under the Tap Issue will be subject to fulfilment of the conditions referred to below under "Conditions".
5. Conditions
5.1 The Tap Issue is conditional upon the Tap Issue Agreement becoming unconditional in relation to the Tap Issue and not having been terminated in accordance with its terms. The conditions in the Tap Issue Agreement are customary for an agreement of this nature and include (inter alia) Admission occurring in relation of the New Ordinary Shares and none of the representations and warranties given by the Company and the Investment Manager being breached or untrue in any material respect.
5.2 If the Tap Issue does not become unconditional and/or the Tap Issue Agreement is terminated, the Tap Issue will lapse and each Applicant's rights and obligations under the Tap Issue shall cease and determine at such time and no claim may be made by an Applicant in respect thereof. The Joint Bookrunners shall have no liability to any Applicant (or to any other person whether acting on behalf of an Applicant or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition relating to the Tap Issue in the Tap Issue Agreement or in respect of the Tap Issue generally.
5.3 By participating in the Tap Issue, each Applicant agrees that its rights and obligations hereunder terminate only in the circumstances described above and will not be capable of rescission or termination by the Applicant.
5.4 By participating in the Tap Issue, each Applicant agrees with the Joint Bookrunners that the exercise by the Joint Bookrunners of any right of termination or other discretion under the Tap Issue Agreement shall be within the absolute discretion of the Joint Bookrunners and that the Joint Bookrunners need not make any reference to the Applicant in this regard and that, to the fullest extent permitted by law, the Joint Bookrunners shall not have any liability whatsoever to the Applicant in connection with any such exercise.
6. No Prospectus
6.1 The Tap Issue is only available to Relevant Persons that are identified and contacted by the Joint Bookrunners and the New Ordinary Shares will only be offered in such a way as to not require a prospectus in Guernsey, the United Kingdom or elsewhere. No offering document or prospectus has been or will be submitted to be approved by the Guernsey Financial Services Commission nor the States of Guernsey Policy Council nor the FCA in relation to the Tap Issue and Applicants' commitments will be made solely on the basis of the information contained in this Announcement (including this Appendix) and information that has been published by the Company in accordance with the Disclosure Guidance and Transparency Rules, UK MAR and the Company's pre-investment disclosure document prepared in accordance with the UK AIFMD Laws and the EU AIFM Directive (the "Disclosure Document" and collectively "Regulatory Information").
6.2 Each Applicant, by accepting a participation in the Tap Issue, agrees that the content of this Announcement, including this Appendix, is exclusively the responsibility of the Company and confirms to the Joint Bookrunners, the Company, the Investment Manager and the Operations Manager that it has neither received nor relied on any other information (other than the Regulatory Information), representation, warranty, or statement made by or on behalf of the Company or the Joint Bookrunners (other than the amount of the relevant Applicant participation in the oral or written confirmation given to Applicants and the trade confirmation referred to elsewhere in this Appendix), any of their respective Affiliates, any person acting on behalf of the Company, the Investment Manager or the Operations Manager and neither the Joint Bookrunners, nor any of their Affiliates, nor any person acting on their behalf, nor the Company, nor the Investment Manager or the Operations Manager will be liable for any Applicant's decision to participate in the Tap Issue based on any other information, representation, warranty or statement which the Applicant may have obtained or received (regardless of whether or not such information, representation, warranty or statement was given or made by or on behalf of such persons). By participating in the Tap Issue, each Applicant acknowledges to and agrees with the Joint Bookrunners for itself and as agents for the Company, that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Tap Issue, and confirms that it has understood the risks of investing in the Company and acquiring New Ordinary Shares and has read the risk factors detailed in the Company's latest annual report and financial statements, in the Company's most recently published prospectus and in the Disclosure Document, each of which are available on the Company's website www.trig-ltd.com/. Each Applicant also acknowledges that it has had an opportunity to review and access the information on the Company's ongoing charges detailed in the Regulatory Information. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.
7. Registration and settlement
7.1 Settlement of transactions in the relevant New Ordinary Shares following their Admission will take place within the CREST system, using the DVP mechanism, subject to certain exceptions. The Joint Bookrunners reserve the right to require settlement for and delivery of the relevant New Ordinary Shares to Applicants by such other means as they may deem necessary, if delivery or settlement is not possible or practicable within the CREST system within the timetable set out in this Announcement (including this Appendix) or would not be consistent with the regulatory requirements in the Applicant's jurisdiction.
7.2 Each Applicant allocated New Ordinary Shares in the Tap Issue will be sent a trade confirmation stating the number of New Ordinary Shares allocated to it, the aggregate amount owed by such Applicant to the Joint Bookrunners and settlement instructions. Applicants should settle against CREST Participant ID: 331 for Investec or CREST Participant ID: 7BUAG for Liberum, depending on which of the Joint Bookrunners has sent the Applicant the trade confirmation. Each Applicant agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing CREST or certificated settlement instructions which it has in place with the relevant Joint Bookrunner.
7.3 It is expected that settlement will be on a T+2 basis in accordance with the instructions set out in the trade confirmation. Trade confirmations will be despatched on or around 23 March 2022 and this will also be the trade date in respect thereof.
7.4 Interest is chargeable daily on payments not received from Applicants on the due date in accordance with the arrangements set out above at the rate of 2 percentage points above the base rate of Barclays Bank Plc.
7.5 Each Applicant is deemed to agree that if it does not comply with these obligations, the Joint Bookrunners may sell any or all of the New Ordinary Shares allocated to the Applicant on such Applicant's behalf and retain from the proceeds, for their own account and profit, an amount equal to the aggregate amount owed by the Applicant plus any interest due. The Applicant will, however, remain liable for any shortfall below the aggregate amount owed by such Applicant and it may be required to bear any tax or other charges (together with any interest or penalties) which may arise upon the sale of such New Ordinary Shares on such Applicant's behalf.
7.6 If New Ordinary Shares are to be delivered to a custodian or settlement agent, the Applicant should ensure that the trade confirmation is copied and delivered immediately to the relevant person within that organisation.
7.7 Insofar as New Ordinary Shares are registered in the Applicant's name or that of its nominee or in the name of any person for whom the Applicant is contracting as agent or that of a nominee for such person, such New Ordinary Shares will, subject as provided below, be so registered free from any liability to PTM levy, stamp duty or stamp duty reserve tax. If there are any circumstances in which any other stamp duty or stamp duty reserve tax is payable in respect of the issue of the New Ordinary Shares, neither the Joint Bookrunners nor the Company shall be responsible for the payment thereof. Applicants will not be entitled to receive any fee or commission in connection with the Tap Issue.
8. Representations and Warranties
By participating in the Tap Issue, each Applicant will (for itself and any person(s) procured by it to acquire New Ordinary Shares and any nominee(s) for any such person(s)) be deemed to acknowledge, agree, represent and warrant to each of the Company, the Investment Manager, the Operations Manager and the Joint Bookrunners that:
8.1 it has carried out its own investigation of the Company and the New Ordinary Shares and has read this Announcement, including this Appendix, in its entirety and acknowledges that its acquisition of New Ordinary Shares is subject to and based upon all the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements and undertakings and other information contained herein and undertakes not to redistribute or duplicate this Announcement (including this Appendix);
8.2 no offering document or prospectus has been prepared in connection with the New Ordinary Shares and represents and warrants that it has not received a prospectus or other offering document in connection therewith (provided that the investor presentation prepared in connection with the Tap Issue may, under applicable Canadian securities laws, be considered an "offering memorandum" for the purposes of those securities laws);
8.3 the Ordinary Shares are listed on the premium listing segment of the Official List of the Financial Conduct Authority, and the Company is therefore required to publish Regulatory Information, which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account and that the Applicant is able to obtain or access such information without undue difficulty, and is able to obtain access to such information or comparable information concerning any other publicly traded company, without undue difficulty;
8.4 it is relying solely on this Announcement (including this Appendix) and the Regulatory Information published by the Company prior to Admission of the New Ordinary Shares issued pursuant to the Tap Issue and not on any other information given, or representation or statement made at any time, by any person concerning the Company or the Tap Issue. It agrees that noneof the Company, the Investment Manager, the Operations Manager and the Joint Bookrunners, nor any of their respective officers, agents or employees, will have any liability for any other information or representation. It irrevocably and unconditionally waives any rights it may have in respect of any other information or representation;
8.5 the content of this Announcement and the Regulatory Information is exclusively the responsibility of the Company and (in respect of the Regulatory Information) in addition to the Company, the persons stated therein as accepting responsibility, and apart from the liabilities and responsibilities, if any, which may be imposed on any of the Joint Bookrunners under any regulatory regime, none of the Joint Bookrunners nor any person acting on their behalf nor any of their Affiliates makes any representation, express or implied, nor accepts any responsibility whatsoever for the contents of this Announcement and the Regulatory Information nor for any other statement made or purported to be made by them or on its or their behalf in connection with the Company, the New Ordinary Shares or the Tap Issue, including but without limitation any Key Information Document published by the Company in accordance with UK PRIIPs Laws (and/or the EU PRIIPs Regulation);
8.6 if the laws of any territory or jurisdiction outside the United Kingdom are applicable to its agreement to acquire New Ordinary Shares under the Tap Issue, it warrants that it has complied with all such laws, obtained all governmental and other consents which may be required, complied with all requisite formalities and paid any issue, transfer or other taxes due in connection with its application in any territory and that it has not taken any action or omitted to take any action which will result in the Company, the Investment Manager, the Operations Manager, or any of the Joint Bookrunners or any of their respective Affiliates, officers, agents or employees acting in breach of the regulatory or legal requirements, directly or indirectly, of any territory or jurisdiction outside the United Kingdom in connection with the Tap Issue;
8.7 it does not have a registered address in, and is not a citizen, resident or national of, any jurisdiction in which it is unlawful to make or accept an offer of the New Ordinary Shares and it is not acting on a non-discretionary basis for any such person;
8.8 it acknowledges that no person is authorised in connection with the Tap Issue to give any information or make any representation other than as contained in this Appendix or the Regulatory Information and, if given or made, any information or representation must not be relied upon as having been authorised by any of the Joint Bookrunners, the Company, the Investment Manager or the Operations Manager;
8.9 it is not applying as, nor is it applying as nominee or agent for, a person who is or may be liable to notify and account for tax under the Stamp Duty Reserve Tax Regulations 1986 at any of the increased rates referred to in section 67, 70, 93 or 96 (depository receipts and clearance services) of the Finance Act 1986;
8.10 it accepts that none of the New Ordinary Shares have been or will be registered in any jurisdiction other than the United Kingdom and that the New Ordinary Shares may not be offered, sold or delivered, directly or indirectly, within any Excluded Territory;
8.11 if it is applying for New Ordinary Shares in circumstances under which the laws or regulations of a jurisdiction other than the United Kingdom would apply, that it is a person to whom the New Ordinary Shares may be lawfully offered under that other jurisdiction's laws and regulations;
8.12 it has not been engaged to acquire the New Ordinary Shares (a) on behalf of any other person in the UK who is not a qualified investor (within the meaning of Article 2(e) of the UK Prospectus Regulation) unless the terms on which it is engaged enable it to make decisions concerning the acceptance of offers of transferable securities on the client's behalf without reference to the client as described in section 86(2) of FSMA or (b) where it has been engaged to acquire New Ordinary Shares on behalf of any other person in the EEA who is not a qualified investor (within the meaning of Article 2(e) of the EU Prospectus Regulation) unless the offer of the New Ordinary Shares is not treated under the EU Prospectus Regulation as having been made to such other person;
8.13 if it is resident in the UK, (a) it is a qualified investor within the meaning of Article 2(e) of the UK Prospectus Regulation and also a person (i) who has professional experience in matters relating to investments falling with Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) falling within Article 49(2)(a) to (d) ("High Net Worth Companies, Unincorporated Associations, etc") of the Order; or (iii) to whom this Announcement (including this Appendix) may otherwise be lawfully communicated, and (b) if it is a financial intermediary, as that term is used in Article 5 of the UK Prospectus Regulation, that the New Ordinary Shares acquired by it in the Tap Issue will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in the UK other than qualified investors (within the meaning of Article 2(e) of the UK Prospectus Regulation), or in circumstances in which the prior consent of the Joint Bookrunners has been given to the offer or resale;
8.14 if it is a resident in the EEA:
(a) it is a qualified investor within the meaning of Article 2(e) of the EU Prospectus Regulation; and
(b) if the relevant Member State has implemented the EU AIFM Directive, that it is a person to whom the New Ordinary Shares may be lawfully marketed under the EU AIFM Directive or under the applicable implementing legislation (if any) of the relevant Member State; and
(c) if it is a financial intermediary, as that term is used in Article 5 of the EU Prospectus Regulation, that the New Ordinary Shares purchased by it in the Tap Issue will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a Member State other than qualified investors (within the meaning of Article 2(e) of the EU Prospectus Regulation), or in circumstances in which the prior consent of the Joint Bookrunners has been given to the offer or resale;
8.15 if it is outside the United Kingdom, neither this Announcement (including this Appendix) nor any other information of document issued by or on behalf of or in respect of the Company or any of the Joint Bookrunners constitutes an invitation, offer or promotion to, or arrangement with, it or any person whom it is procuring to subscribe for New Ordinary Shares pursuant to the Tap Issue unless, in the relevant territory, such offer, invitation or other course of conduct could lawfully be made to it or such person and such documents or materials could lawfully be provided to it or such person and the New Ordinary Shares could lawfully be distributed to and subscribed and held by it or such person without compliance with any unfulfilled approval, registration or other regulatory or legal requirements
8.16 if it is resident of Canada or otherwise subject to the securities laws of Canada or is purchasing the New Ordinary Shares as principal for a resident of Canada or person otherwise subject to the laws of Canada (a "Canadian Purchaser"), it, and, if applicable, the principal, is a "permitted client" as defined in National Instrument 31-103 - Registration Requirements, Exemptions and Ongoing Registrant Obligations and is purchasing the New Ordinary Shares pursuant to the "accredited investor" exemption to the prospectus requirement as set out in Section 2.3 of National Instrument 45-106 - Prospectus Exemptions. Accordingly, it acknowledges that: (a) Canadian Purchasers do not receive the benefits associated with a subscription for securities issued pursuant to a prospectus, including the review of offering materials by any securities regulatory authority; (b) no securities commission or similar securities regulatory authority in Canada has reviewed or in any way passed upon this Announcement (including this Appendix) or the merits of the New Ordinary Shares and any representation to the contrary is an offence under applicable Canadian securities laws; and (c) the New Ordinary Shares will be subject to resale restrictions in accordance with National Instrument 45-102 - Prospectus Exempt Distributions and, because the Company is not a reporting issuer in any province or territory of Canada, such resale restrictions may never expire, and if no further statutory exemption may be relied upon and if no discretionary order is obtained, the resale restrictions could result in the Canadian Purchaser having to hold the New Ordinary Shares for an indefinite period of time;
8.17 if the Applicant it is a natural person, such Applicant is not under the age of majority (18 years of age in the United Kingdom) on the date of it agrees to apply for New Ordinary Shares and will not be any such person on the date any such agreement to apply under the Tap Issue is accepted;
8.18 it has the funds available to pay in full for the New Ordinary Shares for which it has agreed to acquire pursuant to its commitment under the Tap Issue and that it will pay the total subscription in accordance with the terms set out in this Appendix and, as applicable, as set out in the contract note or other confirmation and the Tap Issue Letter (if any) on the due time and date;
8.19 (i) it has communicated or caused to be communicated and will communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the New Ordinary Shares only in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person; and (ii) no document is being issued by Investec Bank or Liberum in its capacity as an authorised person under section 21 of FSMA;
8.20 it acknowledges that none of the Joint Bookrunners nor any of their respective Affiliates nor any person acting on their behalf is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Tap Issue or providing any advice in relation to the Tap Issue and participation in the Tap Issue is on the basis that it is not and will not be a client of any of the Joint Bookrunners or any of their Affiliates and that the Joint Bookrunners and any of their Affiliates do not have any duties or responsibilities to it for providing the protections afforded to their respective clients or for providing advice in relation to the Tap Issue or the Company nor in respect of any representations, warranties, undertaking or indemnities contained in these terms and conditions and/or in any Tap Issue Letter;
8.21 it acknowledges that where it is acquiring New Ordinary Shares for one or more managed, discretionary or advisory accounts, it is authorised in writing for each such account:
(a) to acquire the New Ordinary Shares for each such account;
(b) to make on each such account's behalf the representations, warranties and agreements set out in this Appendix; and
(c) to receive on behalf of each such account any documentation relating to the Tap Issue in the form provided by the Company and/or any of the Joint Bookrunners. It agrees that the provision of this paragraph shall survive any resale of the New Ordinary Shares by or on behalf of any such account;
8.22 it irrevocably appoints any Director and any director of any of the Joint Bookrunners to be its agent and on its behalf (without any obligation or duty to do so), to sign, execute and deliver any documents and do all acts, matters and things as may be necessary for, or incidental to, its acquisition of all or any of the New Ordinary Shares for which it has given a commitment under the Tap Issue, in the event of its own failure to do so;
8.23 it accepts that if the Tap Issue does not proceed (for whatever reason) then none of the Company, the Joint Bookrunners, the Investment Manager, the Operations Manager or any of their Affiliates, nor persons controlling, controlled by or under common control with any of them nor any of their respective employees, agents, officers, members, stockholders, partners or representatives, shall have any liability whatsoever to it or any other person;
8.24 it acknowledges that any person in Guernsey involved in the business of the Company who has a suspicion or belief that any other person (including the Company or any person subscribing for New Ordinary Shares) is involved in money laundering activities, is under an obligation to report such suspicion to the Financial Intelligence Service pursuant to the Terrorism and Crime (Bailiwick of Guernsey) Law, 2002 (as amended);
8.25 if it is acting as a "distributor" (for the purposes of the MiFID II Product Governance Requirements):
(a) it acknowledges that the Target Market Assessment undertaken by the Joint Bookrunners and the Investment Manager does not constitute: (a) an assessment of suitability or appropriateness for the purposes of EU MiFID II or the UK MiFID II Laws; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the New Ordinary Shares, and each distributor is responsible for undertaking its own target market assessment in respect of the New Ordinary Shares and determining appropriate distribution channels;
(b) notwithstanding any Target Market Assessment undertaken by the Joint Bookrunners and the Investment Manager, it confirms that it has satisfied itself as to the appropriate knowledge, experience, financial situation, risk tolerance and objectives and needs of the investors to whom it plans to distribute the New Ordinary Shares and that it has considered the compatibility of the risk/ reward profile of such New Ordinary Shares with the end target market;
(c) it acknowledges that the price of the New Ordinary Shares may decline and investors could lose all or part of their investment; the New Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the New Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom;
(d) it acknowledges that the Joint Bookrunners are acting for the Company in connection with the Tap Issue and for no-one else and that they will not treat any Applicant as their respective customers by virtue of such application being accepted or owe any Applicant any duties or responsibilities concerning the price of the New Ordinary Shares or concerning the suitability of the New Ordinary Shares for the Applicant or be responsible to the Applicant for the protections afforded to their respective customers; and
(e) it agrees that if so required by a Joint Bookrunner or the Investment Manager, it shall provide aggregated summary information on sales of the New Ordinary Shares as contemplated under rule 3.3.30R of the PROD Sourcebook and information on the reviews carried out under rules 3.3.26R to 3.3.28R of the PROD Sourcebook;
8.26 in connection with its participation in the Tap Issue, it has observed all relevant legislation and regulations, in particular (but without limitation) those relating to money laundering and that its application is only made on the basis that it accepts full responsibility for any requirement to verify the identity of its clients and other persons in respect of whom it has applied. In addition, it warrants that it is a person: (i) subject to the UK Money Laundering Regulations 2017; or (ii) subject to the EU Money Laundering Directive; or (iii) subject to the Guernsey AML Requirements; or (iv) acting in the course of a business in relation to which an overseas regulatory authority exercises regulatory functions and is based or incorporated in, or formed under the law of, a country in which there are in force provisions at least equivalent to those required by the EU Money Laundering Directive;
8.27 it agrees that, due to anti-money laundering and the countering of terrorist financing requirements, any of the Joint Bookrunners and/or the Company may require proof of identity of the Applicant and related parties and verification of the source of the payment before the application can be processed and that, in the event of delay or failure by the Applicant to produce any information required for verification purposes, the Joint Bookrunners and/or the Company may refuse to accept the application and the subscription monies relating thereto. It holds harmless and will indemnify the Joint Bookrunners and/or the Company against any liability, loss or cost ensuing due to the failure to process its application, if such information as has been required has not been provided by it or has not been provided on a timely basis;
8.28 the Joint Bookrunners and the Company (and any agent on their behalf) are entitled to exercise any of their rights under the Tap Issue Agreement or any other right in their absolute discretion without any liability whatsoever to them (or any agent acting on their behalf);
8.29 the representations, undertakings and warranties contained in this Appendix are irrevocable. It acknowledges that the Joint Bookrunners, the Company and their respective Affiliates will rely upon the truth and accuracy of the foregoing representations and warranties and it agrees that if any of the representations or warranties made or deemed to have been made by its subscription of the relevant New Ordinary Shares are no longer accurate, it shall promptly notify the Joint Bookrunners and the Company in writing;
8.30 where it or any person acting on behalf of it is dealing with any of the Joint Bookrunners, any money held in an account with any of the Joint Bookrunners on behalf of it and/or any person acting on behalf of it will not be treated as client money within the meaning of the relevant rules and regulations of the Financial Conduct Authority which therefore will not require the Joint Bookrunners to segregate such money, as that money will be held by any of the Joint Bookrunners under a banking relationship and not as trustee;
8.31 any of its clients, whether or not identified to the Joint Bookrunners or any of their Affiliates or agents, will remain its sole responsibility and will not become clients of the Joint Bookrunners or any of their Affiliates or agents for the purposes of the rules of the Financial Conduct Authority or for the purposes of any other statutory or regulatory provision;
8.32 it accepts that the allocation of New Ordinary Shares shall be determined by the Company (in consultation with the Joint Bookrunners and the Investment Manager) in their absolute discretion and that such persons may scale down any Tap Issue commitments for this purpose on such basis as they may determine;
8.33 it is aware of the obligations regarding insider dealing in the Criminal Justice Act 1993, the Proceeds of Crime Act 2002 and UK MAR and confirms that it has and will continue to comply with those obligations;
8.34 time shall be of the essence as regards its obligations to settle payment for the relevant New Ordinary Shares and to comply with its other obligations under the Tap Issue; and
8.35 it requests, at its own initiative, that the Company (or its agents) notifies it of all future opportunities to acquire securities in the Company and provides it with all available information in connection therewith.
9. United States Purchase and Transfer Restrictions
By participating in the Tap Issue, each Applicant acknowledges and agrees that it will (for itself and any person(s) procured by it to acquire New Ordinary Shares and any nominee(s) for any such person(s)) be further deemed to acknowledge, agree, represent and warrant to each of the Company, the Investment Manager, the Operations Manager and the Joint Bookrunners that:
9.1 if it is located outside the United States, it is not a U.S. Person, it is acquiring the New Ordinary Shares in an "offshore transaction" within the meaning of, and in reliance on, Regulation S and it is not acquiring the New Ordinary Shares for the account or benefit of a U.S. Person;
9.2 if it is located inside the United States or is a U.S. Person, it is a "qualified institutional buyer" (as the term is defined in Rule 144A under the U.S. Securities Act) that is also a "qualified purchaser" within the meaning of Section 2(a)(51) of the U.S. Investment Company Act, and the related rules thereunder and is acquiring the New Ordinary Shares for its own account or for the account of one or more "qualified institutional buyers" that are also "qualified purchasers" for which it is acting as a duly authorised agent or for a discretionary account with respect to which it exercises sole investment discretion and not with a view to any resale, distribution or other disposition of any such securities in violation of any US federal or state securities laws;
9.3 it acknowledges that the New Ordinary Shares have not been and will not be registered under the U.S. Securities Act or with any securities regulatory authority of any State or other jurisdiction of the United States and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. Persons absent registration, or an exemption from registration, under the U.S. Securities Act;
9.4 it acknowledges that the Company has not registered under the U.S. Investment Company Act and that the Company has put in place restrictions for transactions not involving any public offering in the United States, and to ensure that the Company is not and will not be required to register under the U.S. Investment Company Act;
9.5 it acknowledges that the Investment Manager has not registered under the U.S. Investment Advisers Act of 1940, as amended (the "U.S. Investment Advisers Act") and that the Company has put in place restrictions on the sale and transfer of the New Ordinary Shares to ensure that the Investment Manager is not and will not be required to register under the U.S. Investment Advisers Act;
9.6 no portion of the assets used to purchase, and no portion of the assets used to hold, the New Ordinary Shares or any beneficial interest therein constitutes or will constitute the assets of (i) an "employee benefit plan" as defined in Section 3(3) of the U.S. Employee Retirement Income Security Act of 1974, as amended ("ERISA") that is subject to Title I of ERISA; (ii) a "plan" as defined in Section 4975 of the U.S. Internal Revenue Code of 1986, as amended (the "Code"), including an individual retirement account or other arrangement that is subject to Section 4975 of the Code; or (iii) an entity which is deemed to hold the assets of any of the foregoing types of plans, accounts or arrangements that is subject to Title I of ERISA or Section 4975 of the Code. In addition, if an investor is a governmental, church, non-U.S. or other employee benefit plan that is subject to any federal, state, local or non-U.S. law that is substantially similar to the provisions of Title I of ERISA or Section 4975 of the Code, its purchase, holding, and disposition of the New Ordinary Shares must not constitute or result in a non-exempt violation of any such substantially similar law;
9.7 that if any New Ordinary Shares offered and sold pursuant to Regulation S are issued in certificated form (or if a request to rematerialize uncertificated New Ordinary Shares into certificated form), then such certificates evidencing ownership will contain a legend substantially to the following effect unless otherwise determined by the Company in accordance with applicable law:
"THE RENEWABLES INFRASTRUCTURE GROUP LIMITED (THE "COMPANY") HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE "U.S. INVESTMENT COMPANY ACT"). IN ADDITION, THE SECURITIES OF THE COMPANY REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT"), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. ACCORDINGLY, THIS SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED, EXERCISED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE U.S. SECURITIES ACT OR AN EXEMPTION THEREFROM AND UNDER CIRCUMSTANCES WHICH WILL NOT REQUIRE THE COMPANY TO REGISTER UNDER THE U.S. INVESTMENT COMPANY ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS."
provided, that if any New Ordinary Shares are being sold pursuant to paragraph 9.9 below, and if the Company is a "foreign issuer" within the meaning of Regulation S at the time of sale, any such legend may be removed upon delivery of the certification described in paragraph 9.9 below, and provided further, that, if any New Ordinary Shares are being sold pursuant to paragraph 9.9 below, the legend may be removed by delivery to the Company of an opinion of counsel of recognised standing in form and substance reasonably satisfactory to the Company, to the effect that such legend is no longer required under applicable requirements of the U.S. Securities Act, the U.S. Investment Company Act or State securities laws;
9.8 if in the future, the investor decides to offer, sell, transfer, assign or otherwise dispose of the New Ordinary Shares, it will do so only in compliance with an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and under circumstances which will not require the Company to register under the U.S. Investment Company Act. It acknowledges that any sale, transfer, assignment, pledge or other disposal made other than in compliance with such laws and the above stated restrictions will be subject to the compulsory transfer provisions as provided in the Company's articles of incorporation (the "Articles");
9.9 if it is a person described in paragraph 9.2 above and, if in the future it decides to offer, resell, pledge or otherwise transfer any of the New Ordinary Shares, it understands and acknowledges that the New Ordinary Shares are "restricted securities" within the meaning of Rule 144 under the U.S. Securities Act and such New Ordinary Shares may be offered, resold, pledged or otherwise transferred only (i) outside the United States to non-U.S. Persons in an offshore transaction in accordance with Rule 904 of Regulation S (including, for example, an ordinary trade over the London Stock Exchange), provided that the Company is a "foreign issuer" within the meaning of Regulation S at the time of sale, upon delivery to the Company of an exit certificate executed by the transferor in a form reasonably satisfactory to the Company, (ii) in a transaction that does not require registration under the U.S. Securities Act or any applicable United States securities laws and regulations or require the Company to register under the U.S. Investment Company Act, subject to delivery to the Company of a US investor representation letter executed by the transferee in a form reasonably satisfactory to the Company, or (iii) to the Company;
9.10 it is purchasing the New Ordinary Shares for its own account or for one or more investment accounts for which it is acting as a fiduciary or agent, in each case for investment only, and not with a view to or for sale or other transfer in connection with any distribution of the New Ordinary Shares in any manner that would violate the U.S. Securities Act, the U.S. Investment Company Act or any other applicable securities laws;
9.11 it acknowledges that the Company reserves the right to make inquiries of any holder of the New Ordinary Shares or interests therein at any time as to such person's status under the U.S. federal securities laws and to require any such person that has not satisfied the Company that holding by such person will not violate or require registration under the U.S. securities laws to transfer such New Ordinary Shares or interests in accordance with the Articles;
9.12 it acknowledges and understands that the Company is required to comply with the U.S. Foreign Account Tax Compliance Act ("FATCA") and the CRS and that the Company will follow FATCA's and CRS's extensive reporting and FATCA's withholding requirements from their effective date. The Applicant agrees to furnish any information and documents the Company may from time to time request, including but not limited to information required under FATCA or the CRS;
9.13 it is entitled to acquire the New Ordinary Shares under the laws of all relevant jurisdictions which apply to it, it has fully observed all such laws and obtained all governmental and other consents which may be required thereunder and complied with all necessary formalities and it has paid all issue, transfer or other taxes due in connection with its acceptance in any jurisdiction of the New Ordinary Shares and that it has not taken any action, or omitted to take any action, which may result in the Company, the Investment Manager, the Operations Manager or the Joint Bookrunners, or their respective Affiliates, directors, officers, agents, employees and advisers being in breach of the laws of any jurisdiction in connection with the Tap Issue or its acceptance of participation in the Tap Issue;
9.14 it has received, carefully read and understands this Announcement (including this Appendix), and has not, directly or indirectly, distributed, forwarded, transferred or otherwise transmitted this Announcement (including this Appendix) or any other materials concerning the Company or the New Ordinary Shares to within the United States or to any U.S. Persons, nor will it do any of the foregoing;
9.15 if it is acquiring any New Ordinary Shares as a fiduciary or agent for one or more accounts, the investor has sole investment discretion with respect to each such account and full power and authority to make such foregoing representations, warranties, acknowledgements and agreements on behalf of each such account.; and
9.16 the Company, the Investment Manager, the Operations Manager, the Joint Bookrunners and their respective, directors, officers, agents, employees, advisers and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgments and agreements.
If any of the representations, warranties, acknowledgments or agreements made by the Applicant are no longer accurate or have not been complied with, the Applicant will immediately notify the Company in writing.
10. Supply and Disclosure of Information
If any of the Joint Bookrunners, the Company or any of their agents requests any information in connection with an Applicant's agreement to subscribe for New Ordinary Shares under the Tap Issue or to comply with any relevant legislation, such Applicant must promptly disclose it to them.
11. Data Protection
11.1 Each Applicant acknowledges that it has been informed that, pursuant to applicable data protection legislation (including the UK GDPR, the EU GDPR and the DP Law) and regulatory requirements in Guernsey and/or the EEA, as appropriate (the "DP Legislation") the Company, the Administrator and/or the Registrar hold their personal data.
11.2 The Company, the Administrator and the Registrar will process such personal data at all times in compliance with DP Legislation and shall only process such information for the purposes set out in the Company's privacy notice (the "Purpose") which is available for consultation on the Company's website: https://www.trig-ltd.com/investor-relations/corporate-documents (the "Privacy Notice").
11.3 Any sharing of personal data between parties will be carried out in compliance with DP Legislation and as set out in the Company's Privacy Notice.
11.4 In providing the Company, the Administrator or the Registrar with personal data, the Applicant hereby represents and warrants to the Company, , the Administrator and the Registrar that:
(a) it complies in all material aspects with its data controller obligations under DP Legislation, and in particular, it has notified any data subject of the purposes for which personal data will be used and by which parties it will be used and it has provided a copy of the Privacy Notice to such relevant data subjects; and
(b) where consent is legally competent and/or required under DP Legislation, the Applicant has obtained the consent of any data subject to the Company, the Administrator and the Registrar and their respective affiliates and group companies, holding and using their personal data for the purposes (including the explicit consent of the data subjects for the processing of any sensitive personal data for the purposes).
11.5 Each Applicant acknowledges that by submitting personal data to the Company, the Administrator or Registrar (acting for and on behalf of the Company) where the Applicant is a natural person, he or she (as the case may be) represents and warrants that (as applicable) he or she has read and understood the terms of the Privacy Notice.
11.6 Each Applicant acknowledges that by submitting personal data to the Company, the Administrator or the Registrar (acting for and on behalf of the Company) where the Applicant is not a natural person, it represents and warrants that:
(a) it has brought the Privacy Notice to the attention of any underlying data subjects on whose behalf or account the Applicant may act or whose personal data will be disclosed to the Company as a result of the Applicant agreeing to subscribe for New Ordinary Shares under the Tap Issue; and
(b) the Applicant has complied in all other respects with all applicable data protection legislation in respect of disclosure and provision of personal data to the Company.
11.7 Where the Applicant acts for or on account of an underlying data subject or otherwise discloses the personal data of an underlying data subject, he/she/it shall, in respect of the personal data it processes in relation to or arising in relation to the Tap Issue:
(a) comply with all applicable data protection legislation;
(b) take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data and against accidental loss or destruction of, or damage to the personal data;
(c) if required, agree with the Company, the Administrator and the Registrar (as applicable), the responsibilities of each such entity as regards relevant data subjects' rights and notice requirements; and
(d) immediately on demand, fully indemnify the Company, the Administrator and the Registrar (as applicable) and keep them fully and effectively indemnified against all costs, demands, claims, expenses (including legal costs and disbursements on a full indemnity basis), losses (including indirect losses and loss of profits, business and reputation), actions, proceedings and liabilities of whatsoever nature arising from or incurred by the Company, the Administrator and/or the Registrar in connection with any failure by the Applicant to comply with the provisions set out above.
12. Miscellaneous
12.1 The rights and remedies of the Joint Bookrunners and the Company under these terms and conditions are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise of one will not prevent the exercise of others.
12.2 On application, if an Applicant is a discretionary fund manager, that Applicant may be asked to disclose in writing or orally the jurisdiction in which its funds are managed or owned. All documents provided in connection with the Tap Issue will be sent at the Applicant's risk. They may be returned by post to such Applicant at the address notified by such Applicant.
12.3 Each Applicant agrees to be bound by the Articles (as amended from time to time) once the relevant New Ordinary Shares, which the Applicant has agreed to subscribe for have been acquired by the Applicant.The contract to acquire New Ordinary Shares under the Tap Issue will be governed by, and construed in accordance with, the laws of England and Wales. For the exclusive benefit of the Joint Bookrunners, the Company, the Investment Manager and the Operations Manager, each Applicant irrevocably submits to the jurisdiction of the courts of England and Wales and waives any objection to proceedings in any such court on the ground of venue or on the ground that proceedings have been brought in an inconvenient forum. This does not prevent an action being taken against an Applicant in any other jurisdiction.
12.4 In the case of a joint agreement to apply for New Ordinary Shares under the Tap Issue, references to an "Applicant" in these terms and conditions are to each of the Applicants who are a party to that joint agreement and their liability is joint and several.
12.5 The Joint Bookrunners and the Company expressly reserve the right to modify the Tap Issue (including, without limitation, the timetable and settlement) at any time before allocations are determined.
13. DEFINITIONS
For the purposes of this Appendix:
"Administrator" | Aztec Financial Services (Guernsey) Limited in its capacity as the Company's administrator |
"CRS" | the OECD's Common Reporting Standard |
"Disclosure Guidance and Transparency Rules" | the disclosure guidance rules and the transparency rules made by the FCA under Part VII of FSMA, as amended from time to time |
"DP Law" | the Data Protection (Bailiwick of Guernsey) Law 2017, as such may be varied, amended or replaced from time to time |
"EEA" | European Economic Area |
"EU AIFM Delegated Regulation" | the Commission Delegated Regulation (EU) No 231/2013 of 19 December 2012 supplementing Directive 2011/61/EU of the European Parliament and of the Council with regard to exemptions, general operating conditions, depositaries, leverage, transparency and supervision |
"EU Alternative Investment Fund Managers Directive" or "EU AIFM Directive" | Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and amending Directives 2003/41/EC and 2009/65/EC and Regulations (EC) No 1060/2009 and (EU) No 1095/2010, and the EU AIFM Delegated Regulation |
"EU GDPR" | the General Data Protection Regulation (EU) 2016/679 |
"EU Market Abuse Regulation | (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse and repealing the Directive of the European Parliament and of the Council of 28 January 2003 and Commission Directives 2003/124/EC, 2003/ 125/EC and 2004/72/EC |
"EU Money Laundering Directive" | Directive (2005/60/EC of the European Parliament and of the EC Council of 26 October 2005 on the prevention of the use of the financial system for the purpose of money laundering and terrorist financing) |
"EU PRIIPs Regulation" | Regulation (EU) No 1286/2014 of the European Parliament and of the Council of 26 November 2014 on key information documents for packaged retail and insurance-based investment products (PRIIPs) and its implementing and delegated acts |
"EU Prospectus Regulation" | Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC |
"FCA" | the United Kingdom Financial Conduct Authority (or any successor entity or entities) and, where applicable, acting as the competent authority for the purposes of admission to the Official List |
"FSMA" | the Financial Services and Markets Act 2000, as amended from time to time |
"Guernsey AML Requirements" | the Criminal Justice (Proceeds of Crime) (Bailiwick of Guernsey) Law, 1999 (as amended or replaced from time to time), ordinances, rules and regulations made thereunder, and the Commission's Handbook on Countering Financial Crime and Terrorist Financing (as amended, supplemented and/or replaced from time to time) |
"Investment Manager" | InfraRed Capital Partners Limited |
"Member State" | each Member State of the European Economic Area |
"MiFID II" | EU Directive 2014/65/EU on markets in financial instruments, as amended |
"OECD" | the Organisation for Economic Co-operation and Development |
"Official List" | the official list maintained by the Financial Conduct Authority |
"Operations Manager" | Renewable Energy Systems Limited |
"Registrar" "Strike Price" | Link Market Services (Guernsey) Limited the price per New Ordinary Share to be agreed between the Joint Bookrunners and the Company following the close of the bookbuild at midday on Thursday 24 March 2022, being not less than 130 pence |
"UK AIFMD Laws" | (i) the Alternative Investment Fund Managers Regulations 2013 (SI 2013/1773) and any other implementing measure which operated to transpose EU AIFM Directive in to UK law before 31 January 2020 (as amended from time to time including by the Alternative Investment Fund Managers (Amendment) (EU Exit) Regulations 2019 (SI 2019/328)); and (ii) the UK versions of the EU AIFM Delegated Regulation and any other delegated regulations in respect of the EU AIFM Directive, each being part of UK law by virtue of the European Union (Withdrawal) Act 2018, as further amended and supplemented from time to time including by the Alternative Investment Fund Managers (Amendment) (EU Exit) Regulations 2019 (SI 2019/328), the Technical Standards (Alternative Investment Funds Management Directive) (EU Exit) Instrument 2019 (FCA 2019/37) and the Exiting the European Union: Specialist Sourcebooks (Amendments) Instrument 2019 (FCA 2019/25) |
"UK GDPR" | the UK version of the EU GDPR which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended and supplemented from time to time including by the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019 (SI 2019/419) |
"UK MAR" | the UK version of the EU Market Abuse Regulation which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended and supplemented from time to time including by the Market Abuse (Amendment) (EU Exit) Regulations 2019 (SI 2019/ 310) |
"UK MiFID Laws" | the regulations implementing MiFID II and the UK version of Regulation (EU) No 600/2014 of the European Parliament, which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, in each case as amended and supplemented from time to time |
"UK Money Laundering Regulations 2017" | the UK The Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (SI 2017/692) as amended and supplemented from time to time including by the Money Laundering and Transfer of Funds (Information) (Amendment) (EU Exit) Regulations 2019 (SI 2019/253) |
"UK PRIIPs Laws" | the UK version of the EU PRIIPs Regulation which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended and supplemented from time to time including by the Packaged Retail and Insurance-based Investment Products (Amendment) (EU Exit) Regulations 2019 (SI 2019/403) |
"UK Prospectus Regulation" | the UK version of the EU Prospectus Regulation which is part of UK law by virtue of the European Union (Withdrawal) Act 2018 (as amended and supplemented from time to time (including but, not limited to, by the UK Prospectus Amendment Regulations 2019 and The Financial Services and Markets Act 2000 (Prospectus) Regulations 2019) (SI 2019/1043)) |
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