Publication of Supplementary Prospectus and Update
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 placing of New Ordinary Shares pursuant to the Company's share issuance programme announced on 24 June 2015 (the "Placing") and the admission of any New Ordinary Shares issued pursuant to the Placing to the premium segment of the Official List of the Financial Conduct Authority and to trading on London Stock Exchange plc's main market for listed securities. The prospectus published in connection with the Company's share issuance programme comprises the registration document, securities note and summary published by the Company on 1 December 2014, (as supplemented by the first supplementary prospectus dated 3 March 2015, the second supplementary prospectus dated 24 June 2015 and the Third Supplementary, as defined below) (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.
13 July 2015
The Renewables Infrastructure Group Limited
Publication of Supplementary Prospectus and Update on Proposed Placing
Following the announcement on 8 July 2015 by the Chancellor of the Exchequer in the Summer Budget 2015 (the "Budget") regarding the removal, effective 1 August 2015, of the exemption for renewably sourced electricity from the Climate Change Levy from which many renewables projects in the UK benefit by way of the sale of Levy Exemption Certificates ("LECs"), the Board of The Renewables Infrastructure Group Limited (the "Company") announces the publication of a supplementary prospectus giving details of the impact on the Company (the "Third Supplementary").
Impact of Budget changes on the Company
The Company's Investment Manager, InfraRed Capital Partners Limited, has undertaken an assessment of the impact on the Company of the removal of the benefits from the sale of LECs, together with the proposed future reductions in UK corporation tax, also announced in the Budget. Taking these factors into account, the Investment Manager estimates that the Company's net asset value ("NAV") per share as at 30 June 2015 is 98.6 pence. This NAV per share is unaudited and reflects an updated portfolio valuation as at 30 June 2015, including a reduction of approximately 4 pence per share as a result of the Budget. Significant assumptions that have been updated and factored into the estimated NAV include reductions in forecast power prices, a tightening of average valuation discount rates (reflecting continued demand for renewable infrastructure assets in the market) as well as the actual energy production performance in the six month period to 30 June 2015 which has been above the Company's long-term expectations as determined upon acquisition of the portfolio projects.
There is no change to the Company's target interim dividend in relation to the six months ended 30 June 2015 of 3.08 pence per share. In addition, there is no change to the Company's stated aim of increasing dividends progressively in line with inflation over the medium term. The Company's near-term cash dividend cover for its current portfolio is expected to be approximately 1.2x on average over the period to 31 December 2019 (assuming growth of the dividend at the targeted rate). Over the longer term, the average is expected to be higher at approximately 1.3x.
The Company continues to target an IRR in the region of 8 to 9% (net of expenses and fees) on the original IPO Issue Price of its Ordinary Shares in July 2013, to be achieved over the longer term via active management of the investment portfolio and reinvestment of excess cash flows. In considering the ability of the Company to achieve its long-term objectives, the Investment Manager uses its judgement to assess a number of factors such as the potential for recovery of forecast power prices in the longer term and further movements in discount rates, as well as the potential upside from repowering and/or extending the life of projects in the portfolio and from scale efficiencies across an expanding portfolio given the Company's growth strategy.
Update on Proposed Placing
The Proposed Placing announced on 24 June 2015 will now close on or around 16 July 2015 at a revised Placing Price of 101 pence per New Ordinary Share.
The Placing is expected to be net asset value accretive for existing shareholders (net of fees and expenses associated with the Placing).
The New Ordinary Shares will, when issued, rank pari passu with the existing ordinary shares, including the right to receive the target interim dividend of 3.08 pence per ordinary share for the six months ended 30 June 2015.
Expected Timetable
|
Latest time and date for receipt of Placing commitments |
3.00 p.m. on 16 July 2015 |
|
Announcement of the results of the Placing
|
17 July 2015 |
|
Admission and settlement of the Placing
|
21 July 2015 |
The summary, registration document and securities note published by the Company on 1 December 2014, together with the supplementary prospectus published on 3 March 2015 in relation to the publication by the Company of the 2014 Annual Report and Financial Statements, the second supplementary prospectus published on 24 June 2015 in relation to the acquisition of a portfolio of six UK wind projects alongside Fred. Olsen Renewables Limited and the Third Supplementary, comprise the Prospectus in relation to the share issuance programme of up to 250 million New Ordinary Shares and/or C Shares valid until 30 November 2015, of which 142.5 million Shares remain available for issuance.
A copy of the Third Supplementary has been submitted to the National Storage Mechanism and will be available for inspection at www.morningstar.co.uk/uk/NSM shortly as well as on the Company's website at www.trig-ltd.com.
Any capitalised terms not defined in this announcement have the meaning set out in the Prospectus as defined above.
Enquiries:
InfraRed Capital Partners Limited +44 (0) 20 7484 1800
Richard Crawford
Matt Dimond
Tulchan Communications +44 (0) 20 7353 4200
Martha Walsh
Camilla Cunningham
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 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) published in connection with the Company's share issuance programme 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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