Proposed equity fund-raising
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA.
This announcement is an advertisement and not a prospectus. Investors should not purchase or subscribe for any transferable securities referred to in this announcement except on the basis of information contained in the prospectus published by The Renewables Infrastructure Group Limited (the "Company") in connection with the Company's share issuance programme (the "Share Issuance Programme"). The prospectus published in connection with the Share Issuance Programme comprises the registration document, securities note and summary published by the Company on 1 December 2014, (as supplemented by supplementary prospectuses respectively dated 3 March 2015, 24 June 2015, 13 July 2015 and 27 August 2015) (the "Prospectus"). This announcement is not an offer to sell, or a solicitation of an offer to acquire, securities in the United States or in any other jurisdiction. Neither this announcement nor any part of it shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever.
27 October 2015
The Renewables Infrastructure Group Limited
Proposed equity fund-raising
The Board of The Renewables Infrastructure Group Limited announces that it is proposing to undertake an issue of equity pursuant to its Share Issuance Programme which it anticipates will complete the programme. The Share Issuance Programme, which was launched on 1 December 2014 for up to 250 million shares to be issued within 12 months of launch, has approximately 16 million shares remaining available for issue. In addition the Company has tap authority to issue up to approximately 10% of its issued share capital. The proposed fund-raising (the "Issue") is currently expected to take the form of a placing of New Ordinary Shares to close in early November. An announcement giving further details of the Issue will be made in due course.
Potential impact of BEPS reform
The OECD presented on 5 October 2015 a final package of measures for a reform of the international tax rules regarding the OECD/G20 Base Erosion and Profit Shifting (BEPS) project that was then endorsed by G20 Finance Ministers on 8 October 2015. The UK's HM Treasury issued a consultation document on tax deductibility of corporate interest expense on 22 October 2015 which comments on the potential amendments to UK tax arrangements and opens a consultation period.
A preliminary assessment has been made by InfraRed Capital Partners, the Company's Investment Manager, having taken advice from the Company's tax advisers. InfraRed's initial assessment, should the BEPS proposals be incorporated into UK tax law within the range of expected outcomes, is that the impact, if any, on the Company's net asset value is not expected to be material.
It is not expected that the new rules arising from the BEPS project will be introduced in the UK to take effect before April 2017. There can be no certainty that the effect of such rules will be in accordance with the Investment Manager's assessment of the information published to date. The Company and its advisers will continue to monitor the potential impact of the BEPS project and will make further announcements, if required, in due course.
Judicial review of the notice period for the removal of CCL exemption
The Company has initiated proceedings, along with other participants within the renewables industry, for a judicial review regarding the insufficiency of the notice period given by HM Treasury when removing Levy Exemption Certificates (LECs) with effect from 1 August 2015 in respect of the Climate Change Levy for electricity generated from renewable sources. Adjustment for this removal has already been fully reflected in the Company's net asset value as set out in the Company's interim report published in August 2015. A decision on the case is not expected until February 2016 at the earliest and the Company expects to be able to report further on this in its 2015 annual report.
Enquiries:
InfraRed Capital Partners Limited +44 (0) 20 7484 1800
Richard Crawford
Matt Dimond
Phil George
Tulchan Communications +44 (0) 20 7353 4200
Martha Walsh
Canaccord Genuity Limited +44 (0) 20 7523 8000
Andrew Zychowski
Lucy Lewis
Jefferies International Limited +44 (0) 20 7029 8000
Gary Gould
Stuart Klein
Important Information
This document is not for release, publication or distribution (directly or indirectly) in or into the United States, Canada, Australia, Japan, the Republic of South Africa or to any "US person" as defined in Regulation S under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or into any other jurisdiction where applicable laws prohibit its release, distribution or publication. It does not constitute an offer of securities for sale anywhere in the world, including in or into the United States, Canada, Australia, Japan or the Republic of South Africa. No recipient may distribute, or make available, this document (directly or indirectly) to any other person. Recipients of this document in jurisdictions outside the UK should inform themselves about and observe any applicable legal requirements in their jurisdictions. In particular, the distribution of this document may in certain jurisdictions be restricted by law.
The Company's 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, subject to certain exceptions, may not be offered or sold within the United States or to, or for the account or benefit of, U.S. Persons. The Company will not be registered as an "investment company" under the U.S. Investment Company Act of 1940, as amended, and investors will not be entitled to the benefits of that Act. In addition, relevant clearances have not been, and will not be, obtained from the securities commission (or equivalent) of any province of Australia, Canada, Japan or the Republic of South Africa and, accordingly, unless an exemption under any relevant legislation or regulations is applicable, none of the Ordinary Shares may be offered, sold, renounced, transferred or delivered, directly or indirectly, in Australia, Canada, Japan or the Republic of South Africa.
Each of InfraRed Capital Partners Limited ("InfraRed"), Canaccord Genuity Limited ("Canaccord Genuity") and Jefferies International Limited ("Jefferies") is authorised and regulated by the UK Financial Conduct Authority. None of InfraRed, Canaccord Genuity or Jefferies is acting as adviser to any recipient of this document or will be responsible to any recipient of the document for providing the protections afforded to clients of any of them or for providing advice in connection with this document or any of the matters referred to herein.
This document is an advertisement and not a prospectus and investors must only subscribe for or purchase the securities referred to in this document on the basis of information contained in the Prospectus (as defined above) and not in reliance on this document. This document does not contain sufficient information to support an investment decision and investors should ensure that they obtain all available relevant information before making any investment. This document does not constitute and may not be construed as an offer to sell, or an invitation to purchase, investments of any description, nor as a recommendation regarding the possible offering or the provision of investment advice by any party.
This information is provided by RNS
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