Update on Acquisition Pipeline & Proposed Placing
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
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 OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE INCLUDING IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR TO U.S. PERSONS.
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 ("TRIG" or the "Company") in connection with the placing of New Ordinary Shares pursuant to the Company's share issuance programme announced on 27 April 2016 (the "Share Issuance Programme") 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 27 April 2016, (as supplemented by the supplementary prospectuses dated 18 August 2016 and 23 February 2017) (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.
23 March 2017
The Renewables Infrastructure Group Limited
Update on Acquisition Pipeline and Proposed Placing
Acquisition Pipeline
The Board of TRIG is pleased to announce that it is in advanced discussions with a view to acquiring a number of projects in the UK. These include two projects under exclusivity agreements with TRIG's Operations Manager, Renewable Energy Systems ("RES") with an aggregate consideration in the region of £100 million, (the "Proposed Transactions"). The two investments, which are expected to be completed in Q2 2017, are as follows:-
o A 100% interest in Garreg Lwyd Hill, an onshore wind farm in Powys, Wales with 30.6MW of generating capacity. The project has no debt financing. Garreg Lwyd includes 17 Vestas 1.8MW turbines, has been developed and built by RES and will be eligible for 0.9 ROCs per MWh under the UK Government's support scheme.
o A 100% interest in Broxburn, a battery storage project in West Lothian, Scotland with 20MW of output capacity. The project has been developed by RES and will shortly commence construction which is expected to be completed by January 2018 with an operational life of 15 years. Broxburn has no debt financing and benefits from a bespoke bilateral contract with National Grid Electricity Transmission plc to provide dynamic grid balancing services. For the initial four years of operations under the contract, revenues are substantially based on pre-determined, RPI-indexed availability payments.
The Placing
As a result of the funding requirements of this pending transaction activity, the Board of TRIG announces that the Company is targeting the raising of £50 million through an issue of New Ordinary Shares by way of a placing pursuant to its Share Issuance Programme (the "Placing"). The proceeds will be applied to the Proposed Transactions with any residual consideration to be settled utilising funds available under the Company's £150 million acquisition facility with the Royal Bank of Scotland plc and National Australia Bank Limited.
The Directors reserve the right to increase the size of the Placing in the event of material excess demand for the New Ordinary Shares or to reduce the amount to be raised pursuant to the Placing. Any additional proceeds would be applied to the consideration for the Proposed Transactions or to other projects to be acquired from the Company's pipeline of projects under consideration.
The Placing of New Ordinary Shares, which will be non-pre-emptive, will be at a fixed price of 103.0 pence per share.
The Placing will be made to qualifying investors (as defined in section 86(7) of the Financial Services and Markets Act 2000 (as amended)) through Canaccord Genuity Limited and Liberum Capital Limited (the "Joint Bookrunners") subject to the Terms and Conditions of the Placing set out in Appendix 1 of the Securities Note of the Prospectus.
Application for Admission
Application 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 (together, "Admission"). It is expected that Admission will become effective on or around Monday 3 April 2017 and that dealings in the New Ordinary Shares on the London Stock Exchange's Main Market for listed securities will commence at that time.
The New Ordinary Shares will, when issued, rank pari passu with the existing Ordinary Shares.
Expected Timetable
|
Placing opens |
Thursday, 23 March 2017 |
|
Latest time and date for receipt of placing commitments * |
10 a.m. on Thursday, 30 March 2017 |
|
Announcement of the Results of the Placing * |
Thursday, 30 March 2017 |
|
New Ordinary Shares issued to investors pursuant to the Placing on a T + 2 basis * |
Thursday, 30 March 2017 |
|
Admission and commencement of dealings in New Ordinary Shares * |
8 a.m. on Monday, 3 April 2017 |
* In the event of material demand for the New Ordinary Shares under the Placing, the Directors, in consultation with the Joint Bookrunners and the Investment Manager, reserve the right to close the Placing early and bring forward the Expected Timetable.
Capitalised terms not otherwise defined in this announcement shall 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
Canaccord Genuity Limited +44 (0) 20 7523 8360
Andrew Zychowski
Lucy Lewis
Robbie Robertson
Dominic Waters
Will Barnett
Neil Brierley
Gavin Tooke
Liberum Capital Limited +44 (0) 20 3100 2000
Steve Pearce
Chris Clarke
Henry Freeman
James Bouverat
Andrew Davies
Anastasia Mikhailova
Tulchan Communications +44 (0) 20 7353 4200
Doug Campbell
Latika Shah
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 and 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, 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 or the New 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 Liberum Capital Limited ("Liberum") is authorised and regulated by the UK Financial Conduct Authority. None of InfraRed, Canaccord Genuity or Liberum 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 announcement 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.
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