Proposed issue of equity under the Company's SIP
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.
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 SIP Prospectus (as defined herein). 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 in which the same would be unlawful. 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.
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 either of the Joint Bookrunners under the Financial Services and Markets Act 2000 (FSMA) or the regulatory regime established thereunder.
The Renewables Infrastructure Group Limited (the "Company" or "TRIG")
Proposed issue of equity under the Company's Share Issuance Programme
31 August 2021
The Board of TRIG announces that it proposes to issue further New Ordinary Shares by way of a non-pre-emptive issue at a price of 124p (the Issue Price) under its Share Issuance Programme (the Issue).
The Issue Price represents a discount of 3.6 per cent. to the mid-market closing share price of 128.6p on 27 August 2021 and a discount of 5.9 per cent. to the 30 day volume weighted average price of 131.7p and a premium of 8.5 per cent. to the last reported NAV of 114.3p (as at 30 June 2021).
The Board believes that it is in the interests of the Company and Shareholders as a whole to issue further New Ordinary Shares with net proceeds used to repay amounts drawn under its RCF (the Revolving Credit Facility) and near-term funding requirements.
The RCF is currently approximately £141 million drawn following investments made earlier in the year.
Further attractive investment opportunities are under consideration, and the Company is at an advanced stage of negotiations to acquire a portfolio of Solar PV assets located on the Iberian Peninsula (the Iberian Solar Portfolio) although there can be no guarantee that this investment will be completed.
Further details of the Issue
The Issue is being made under the Share Issuance Programme put in place by the Company on 5 March 2021 pursuant to which, over a 12 month period, the Company is able to issue up to 600 million New Ordinary Shares and/or C Shares (the Share Issuance Programme). To date, 195 million New Ordinary Shares have been issued under the Share Issuance Programme, in March 2021.
The net proceeds of the Issue will be used to repay amounts drawn under the RCF and to meet near-term funding requirements.
The Directors, in consultation with the Joint Bookrunners and the Investment Manager, will take into account the near-term funding requirement of any acquisition in respect of which terms have been agreed before the closing of the Issue, including the Iberian Solar Portfolio, when determining the size of the Issue.
The Issue will be a Placing Only Issue for the purposes of the Share Issuance Programme and will be made pursuant to the prospectus published by the Company on 5 March 2021 (comprising the summary, registration document and securities note of that date) as supplemented by a supplementary prospectus dated 6 August 2021 in respect of publication of the Company's Interim Report for the six months ended 30 June 2021 (together, the SIP Prospectus). The New Ordinary Shares issued pursuant to the Issue will be issued on the terms and conditions set out in Appendix 1 (Terms and Conditions of the Initial Placing and each Placing Only Issue) to the securities note which forms part of the SIP Prospectus.
Investec Bank plc and Liberum Capital Limited are acting as Joint Bookrunners in respect of the Issue.
Applications for Admission
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 17 September 2021.
Expected Timetable
|
Latest time and date for receipt of orders under the Placing |
3:30pm on Tuesday, 14 September |
|
Announcement of results of the Issue |
Wednesday, 15 September |
|
New Ordinary Shares issued to investors on a T+2 basis |
Wednesday, 15 September |
|
Admission and commencement of dealings in New Ordinary Shares |
8.00am on Friday, 17 September |
Notes:
· All references are to London time unless otherwise indicated.
· The times and dates set out in the expected timetable and mentioned throughout this announcement may, in certain circumstances, be adjusted by the Company (with the prior approval of the Joint Bookrunners). In the event that such dates and/or times are changed, the Company will notify investors through a Regulatory Information Service provider to the London Stock Exchange.
Captalised terms shall have the meanings attributed to them in the SIP Prospectus unless otherwise defined in this announcement.
LEI: 213800N06Q7Q7HMOMT20
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
Neil Brierley (Sales)
Will Barnett (Sales)
Dominic Waters (Sales)
Liberum Capital Limited +44 (0) 20 3100 2000
Chris Clarke
Darren Vickers
Owen Matthews
Andrew Davies (Sales)
Jack Kershaw (Sales)
James Shields (Sales)
Maitland/AMO +44 (0) 20 7353 4200
Rhys Jones
Charles Withey
Notes
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 over 75 wind, solar and battery storage projects with aggregate net generating capacity of over 1.9GW, enough renewable power for over 1.5 million homes and displacing over 1.6 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 and real estate. It operates worldwide from offices in London, Hong Kong, New York, Seoul, Sydney and Mexico City. With over 190 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 100 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 Renewable Energy System ("RES"), one of the world's largest independent renewable energy companies.
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 19GW in capacity. RES supports over 7.5GW 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
The contents of this announcement, which has been prepared by and is the sole responsibility of the Company, have been approved by InfraRed Capital Partners Limited solely for the purposes of section 21(2)(b) of FSMA.
The New Ordinary Shares have not been and will not be registered under the United States 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 and may not be offered, sold, exercised, resold, transferred or delivered, directly or indirectly, in or into the United States or to or for the account or benefit of any U.S. Person (within the meaning of Regulation S under the U.S. Securities Act) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction in the United States. In addition, the Company has not been, and will not be, registered under the United States Investment Company Act of 1940, as amended, (the U.S. Investment Company Act), nor will InfraRed Capital Partners Limited be registered as an investment adviser under the United States Investment Advisers Act of 1940, as amended (the U.S. Investment Advisers Act), and investors will not be entitled to the benefits of the U.S. Investment Company Act or the U.S. Investment Advisers 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.
No application to market the New Ordinary Shares has been made by the Company under the relevant private placement regimes in any member state of the EEA other than in the Republic of Ireland, Sweden, the Netherlands, Norway and Finland. No marketing of New Ordinary Shares in any member state of the EEA other than the Republic of Ireland, Sweden, the Netherlands, Norway and Finland will be undertaken by the Company save to the extent that such marketing is permitted by the AIFM Directive as implemented in the Relevant Member State.
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 (other than the United Kingdom, the Republic of Ireland, the Netherlands, Norway and Finland). Persons receiving this Announcement are required to inform themselves about and to observe any such restrictions.
The Joint Bookrunners are acting for the Company and for no one else in connection with the Issue and the other matters referred to in this Announcement 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 Issue, or any other matters referred to herein.
Information for 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; and (c) local implementing measures, in the UK being 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 such 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 and (b) investors who meet the criteria of professional clients and eligible counterparties each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II for each type of investor (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 risk 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 Issue. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Bookrunners will only contact prospective investors through the 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 the 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.
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