TIDMAERS TIDMAERI
RNS Number : 3040Z
Aquila European Renewables Income
17 September 2020
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT
FOR PUBLICATION, RELEASE, OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN, INTO OR FROM, THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY
JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS FOR
INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE AN OFFER TO SELL
OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE OR
ACQUIRE ANY SECURITIES IN THE UNITED STATES, AUSTRALIA, CANADA,
JAPAN OR THE REPUBLIC OF SOUTH AFRICA (UNLESS AN EXEMPTION UNDER
THE RELEVANT SECURITIES LAWS IS AVAILABLE) OR IN ANY OTHER
JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE
UNLAWFUL.
This Announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014. Upon the publication of
this Announcement, this inside information is now considered to be
in the public domain.
This announcement is an advertisement for the purposes of the
Regulation (EU) 2017/1129 of the European Parliament and of the
Council of 14 June 2017 (the "Prospectus Regulation") and the
Prospectus Regulation Rules of the UK Financial Conduct Authority
("FCA") and not a prospectus. This announcement does not constitute
or form part of, and should not be construed as, an offer for sale
or subscription of, or solicitation of any offer to subscribe for
or to acquire, any ordinary shares in the Company in any
jurisdiction. Investors should not subscribe for or purchase any
ordinary shares referred to in this announcement except on the
basis of information in the prospectus published by Aquila European
Renewables Income Fund plc ("AERIF" or the "Company") in connection
with its proposed issue and placing programme. A copy of the
Prospectus will shortly be available for inspection on the
Company's website (www.aquila-european-renewables-income-fund.com).
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.
LEI: 213800UKH1TZIC9ZRP41
Aquila European Renewables Income Fund PLC
17 September 2020
Publication of prospectus in respect of issues of up to 693
million New Ordinary Shares by way of an Initial Placing and Offer
for Subscription and subsequent Placing Programme and Publication
of Circular
Aquila European Renewables Income Fund plc ("AERIF" or "the
Company"), the London-listed investment company advised by Aquila
Capital Investmentgesellschaft mbH (the "Investment Adviser"), is
pleased to announce, that subject to Shareholder approval, it
intends to put in place a new placing programme to enable the
Company to continue to acquire Renewable Energy Infrastructure
Investments, in accordance with the Company's investment
policy.
The Company has today published a prospectus (the "Prospectus")
in support of an Initial Placing and Offer for Subscription (the
"Issue") and a subsequent Placing Programme (the "Placing
Programme"). The Company has also published a Circular convening a
General Meeting to seek shareholder authority to issue new shares
on a non pre-emptive basis pursuant to the Issue and Placing
Programme.
The Company is targeting a fundraising of approximately EUR150
million (before expenses) pursuant to the Issue (in the event of
sufficient demand, the Directors may increase the size to EUR200
million).
Highlights
-- The target size of the Issue is approximately 145 million New
Ordinary Shares and Gross Issue Proceeds of EUR150 million.
-- As at the date of the Prospectus and Circular, the Company's
current portfolio comprises six renewable energy assets including
five onshore wind parks located in the Nordic region (Norway,
Denmark and Finland) and a portfolio of 21 hydro power plants
located in Portugal.
-- The Issue allows the Company to invest further capital in the
Company's identified pipeline of opportunities which should enable
the Group to further diversify its existing portfolio.
-- The Enhanced Pipeline consists of six target assets held in
Aquila Managed Funds with an aggregate capacity of 768 MW and eight
target assets with an aggregate capacity of 661 MW which are under
negotiation. The assets are across multiple technologies and
geographical locations including 7 wind assets, 4 solar assets and
3 hydro assets.
-- The Issue was announced today and will close on 8 October
2020. The Issue Price is 103.75 cents per New Ordinary Share, which
represents a premium of 5.2% to the Company's 30 June 2020 net
asset value and a discount of 3.9% to the share price as at close
of business on 16 September 2020 (being the latest practicable date
prior to the release of this announcement) .
Background to and Reasons for the Issue and Placing
Programme
As at the date of the Prospectus and Circular, the Company's
current portfolio comprises six renewable energy assets including
five onshore wind parks located in the Nordic region (Norway,
Denmark and Finland) and a portfolio of 21 hydro power plants
located in Portugal (the "Renewable Energy Infrastructure
Investments"). All the Renewable Energy Infrastructure Investments
are currently operational except for the newly acquired Renewable
Energy Infrastructure Investment, "The Rock", which is expected to
become operational at the end of 2021. In addition, on 13 September
2020, the Group entered into a share purchase agreement to acquire
a 100 per cent. interest in Benfica III, which is a portfolio of
three operational solar parks in Portugal. The share purchase
agreement is subject to conditions precedent, including that each
park has a PPA and in respect of two of the PPAs, covers at least
50% of production volumes over five years. The acquisition is
expected to complete in October 2020. Further details of the
Renewable Energy Infrastructure Investments and Benfica III are set
out in Part III of the Prospectus.
The Issue
The Board intends that the Net Issue Proceeds will be used by
the Company to acquire new assets to add to the Company's existing
portfolio of Renewable Energy Infrastructure Investments, which may
or may not be sourced from the Enhanced Pipeline and provide
sufficient funds for the working capital of the Company.
The Investment Adviser has identified a number of assets that,
as at the date of the Prospectus and the Circular, are either held
in Aquila Managed Funds or are pending targets for acquisition by
the Aquila investment team. The Investment Adviser considers that
these opportunities would comply with the Investment Policy and
therefore would potentially be suitable for acquisition by the
Company. Details of these potential target assets are set out in
the Prospectus. The Directors have confidence that the Net Issue
Proceeds can be deployed to acquire suitable assets within six to
twelve months of Admission
The Enhanced Pipeline consists of six target assets held in
Aquila Managed Funds with an aggregate capacity of 768 MW and eight
target assets with an aggregate capacity of 661 MW which are under
negotiation. The assets are across multiple technologies and
geographical locations including 7 wind assets, 4 solar assets and
3 hydro assets.
Shareholders should note that no assets from the Enhanced
Pipeline have been contracted to be acquired by the Company, there
are no binding commitments or agreements to acquire any of these
assets and the Company does not have a right of first refusal over
any of the assets in the Enhanced Pipeline. The Investment Adviser
is under no obligation to make the assets in the Enhanced Pipeline
available to the Company and will apply its Allocation Policy (as
set out in Part V of the Prospectus) in respect of the allocation
of assets among Aquila Managed Funds. Therefore, there can be no
assurance that any of these investments will remain available for
purchase after Admission or, if available, at what price (if a
price can be agreed at all) the investments could be acquired by
the Company.
The assets in the Enhanced Pipeline are indicative of the type
and size of investment that may be made by the Company. To the
extent assets in the Enhanced Pipeline remain available for
investment by the Company following Admission, the Investment
Adviser will advise the AIFM, who may recommend to the Board that
the Company acquire one or more such assets. Any decision to
acquire any assets within the Enhanced Pipeline is a matter
reserved for the Board and no decision will be taken until after
Admission. Investments not comprised in the Enhanced Pipeline may
also become available.
The Placing Programme
The Placing Programme is intended to be a mechanism to provide
cash to allow the Company to continue to invest in new assets in
accordance with the Investment Policy, satisfy market demand for
Ordinary Shares and to raise further funds after the Issue to
increase the size of the Company.
Benefits of the Issue and the Placing Programme
The Directors believe that the Issue and the Placing Programme
will confer the following bene ts for Shareholders and the
Company:
-- The Issue allows the Company to invest further capital in the
Company's identified pipeline of opportunities which should enable
the Group to further diversify its existing portfolio.
-- the Placing Programme enables the Company to raise additional
capital quickly through an equity issuance in order to invest in
opportunities identified in the future with the aim of keeping the
Company in a position where it has available cash to invest in
investment opportunities as and when they become available allowing
the Company to further diversify the Company's portfolio by
acquiring new assets during the course of the Placing
Programme;
-- creating the potential to enhance NAV per Ordinary Share of
the existing Ordinary Shares through the issuance of Ordinary
Shares at the Issue Price which represents a modest premium to NAV
per Ordinary Share, after the related costs have been deducted;
-- the Issue and the Placing Programme are expected to spread
the Company's fixed running costs across a wider equity base, and
benefitting from the reducing scale of charges for the Investment
Adviser, thereby reducing the Company's ongoing charges on a per
share basis; and
-- the Issue and the Placing Programme together provide a larger
equity base which is expected by the Directors to:
o increase the scope for institutional and retail investment in
the Company; and
o improve the secondary market liquidity of the Ordinary
Shares.
The Issue
The Issue was announced today and will close on 8 October 2020.
The Issue Price is 103.75 cents per New Ordinary Share, which
represents a premium of 5.2% to the Company's 30 June 2020 net
asset value and a discount of 3.9% to the share price as at close
of business on 16 September 2020 (being the latest practicable date
prior to the release of this announcement) . For the avoidance of
doubt, any shares issued pursuant to the initial Issue will not be
entitled to the yet to be declared, third interim dividend in
respect of the year ending 31 December 2020. The target size of the
Issue is approximately 145 million New Ordinary Shares and Gross
Issue Proceeds of EUR150 million.
If commitments and applications are received for more than
144,578,313 New Ordinary Shares pursuant to the Issue, the
Directors reserve the right to increase the maximum number of New
Ordinary Shares that may be issued pursuant to the Issue, provided
that the maximum number of New Ordinary Shares that may be issued
is 192,771,084 million New Ordinary Shares. If Gross Issue Proceeds
are not raised such that the Net Issue Proceeds does not equal or
exceed the Minimum Net Proceeds by 12 p.m. on 8 October 2020 or
such later date as the Company, the Investment Adviser, Numis and
Kempen & Co may agree, the Issue will not proceed.
The New Ordinary Shares will have the rights attaching to the
Ordinary Shares and will rank pari passu with the outstanding
Ordinary Shares in issue on the date the New Ordinary Shares are
issued. In line with its dividend target for the year ending 31
December 2020 the Company expects to announce in early October 2020
a dividend of 1.25 cents in relation to the quarter ended 30
September 2020. It is expected that the record date for this third
interim dividend will fall before Admission of any New Ordinary
Shares issued pursuant to the Issue and therefore any such New
Ordinary Shares will not be entitled to this third interim
dividend. Fractions of New Ordinary Shares will not be issued.
These are targets only and not forecasts. There can be no assurance
that these targets can or will be met and they should not be seen
as an indication of the Company's expected or actual results or
returns. Accordingly, investors should not place any reliance on
these targets in deciding whether to invest in Ordinary Shares or
assume that the Company will make any distributions at all.
It is anticipated that dealings in New Ordinary Shares will
commence on 13 October 2020. Whilst it is expected that all New
Ordinary Shares issued pursuant to the Issue will be issued in
uncerti cated form, if any New Ordinary Shares are issued in certi
cated form it is expected that share certi cates would be
despatched approximately two weeks after Admission. No temporary
documents of title will be issued.
On the basis that approximately 145 million New Ordinary Shares
are to be issued, it is estimated that the Company will receive
approximately EUR147 million from the Issue, net of associated
fees, costs and expenses payable by the Company.
The Issue is being made by way of the Placing and Offer for
Subscription.
The Placing
The Company, Numis, Kempen & Co and the Investment Adviser
have entered into the Placing Agreement, pursuant to which Numis
and Kempen & Co have severally (and not jointly or jointly and
severally) agreed, subject to certain conditions, to act as joint
bookrunners to the Issue and to use their respective reasonable
endeavours to procure subscribers for the New Ordinary Shares made
available in the Placing. Under the Placing Agreement, Numis has
also agreed to act as sponsor to the Issue. The Placing is not
underwritten.
The terms and conditions of the Placing are set out in Part XIII
of the Prospectus.
The Offer for Subscription
New Ordinary Shares will also be made available to the public
under the Offer for Subscription. The Offer for Subscription is
only being made in the UK but, subject to applicable law, the
Company may allot New Ordinary Shares on a private placement basis
to applicants in other jurisdictions.
The terms and conditions of application under the Offer for
Subscription are set out in Part XIV of the Prospectus. The Offer
for Subscription is not underwritten.
Further details of the Issue are included in the Prospectus.
Conditions
The Issue is conditional upon, inter alia:
-- Admission occurring;
-- the resolutions to allot the New Ordinary Shares and disapply
pre-emption rights to be proposed at the General Meeting being
passed by the requisite majorities and not having been revoked or
substituted;
-- the Placing Agreement having become unconditional in all
respects and not having been terminated in accordance with its
terms before Admission; and
-- Gross Issue Proceeds being raised such that the Net Issue
Proceeds equal or exceed the Minimum Net Proceeds by 12.00 p.m. on
8 October 2020 or such later date as the Company, the Investment
Adviser, Numis and Kempen & Co may agree.
If any of these conditions is not met, the Issue will not
proceed.
The Placing Programme
The Placing Programme will open on 13 October 2020 and will
close on 16 September 2021 (or any earlier date on which it is
fully subscribed). The maximum number of Ordinary Shares to be
issued pursuant to the Placing Programme is 500 million. The
Placing Agreement also covers the Placing Programme pursuant to
which Numis and Kempen & Co have severally (and not jointly or
jointly and severally) agreed, subject to certain conditions, to
act as joint bookrunners in connection with any Subsequent Placing
and to use their respective reasonable endeavours to procure
subscribers for any Ordinary Shares issued pursuant to the Placing
Programme. Under the Placing Agreement, Numis has also agreed to
act as sponsor to the Placing Programme.
The issue of Ordinary Shares under the Placing Programme is not
being underwritten. The issue of Ordinary Shares under the Placing
Programme is at the discretion of the Directors. Issuance may take
place at any time prior to: (i) the nal closing date of 16
September 2021; or (ii) such earlier date as all the Ordinary
Shares the subject of the Placing Programme are issued.
An announcement of each Subsequent Placing under the Placing
Programme will be released via a Regulatory Information Service,
including details of the number of Ordinary Shares to be issued and
the issue price for the Subsequent Placing. There is no minimum
subscription.
It is intended that any Ordinary Shares issued pursuant to the
Placing Programme will be allocated so that applications from
existing eligible Shareholders are given priority over other
applicants, with a view to existing eligible Shareholders being
allocated such percentage of Ordinary Shares as is as close as
possible to their existing percentage holding of Ordinary Shares.
Shareholders will be eligible if they meet the terms and conditions
of the Placing Programme as set out Part XIII of the Prospectus.
Shareholders will not, however, be entitled to any minimum
allocation of new Ordinary Shares in any Subsequent Placing and
there will be no guarantee that Shareholders wishing to participate
in the Placing Programme will receive all or some of the Ordinary
Shares for which they have applied.
It is anticipated that dealings in the Ordinary Shares issued
under the Placing Programme will commence no more than two Business
Days after the trade date for each issue of Ordinary Shares. Whilst
it is expected that all Ordinary Shares issued pursuant to a
particular Subsequent Placing will be issued in uncerti cated form,
if any Ordinary Shares are issued in certi cated form it is
expected that share certi cates would be despatched approximately
two weeks after the relevant Future Admission of the relevant
Subsequent Placing. No temporary documents of title will be
issued.
Ordinary Shares issued pursuant to the Placing Programme will
rank pari passu with the existing Ordinary Shares then in issue
(save for any dividends or other distributions declared, made or
paid on the Ordinary Shares by reference to a record date prior to
the allotment of the relevant Ordinary Shares). No fractions of
Ordinary Shares will be issued under the Placing Programme.
All new Ordinary Shares issued pursuant to the Placing Programme
on a non-pre-emptive basis will be issued at a premium to the Net
Asset Value per Ordinary Share at least suf cient to cover the
costs and expenses of the relevant Subsequent Placing. No
additional expenses will be charged to investors.
Conditions
Each issue of Ordinary Shares pursuant to a placing under the
Placing Programme is conditional, inter alia, on:
-- Admission of the relevant Ordinary Shares occurring by no
later than 8.00 a.m. on such date as the Company, Numis and Kempen
& Co may agree from time to time in relation to that Admission,
not being later than 16 September 2021;
-- the resolutions to allot and disapply pre-emption rights in
relation to the Ordinary Shares to be issued in connection with the
Placing Programme to be proposed at the General Meeting having been
passed by the requisite majorities and not having been revoked or
substituted;
-- a valid supplementary prospectus being published by the
Company if such is required by the Prospectus Regulation Rules;
-- the Placing Programme Price being determined by the Directors
as described within the prospectus; and
-- the Placing Agreement being wholly unconditional as regards
the relevant Subsequent Placing (save as to the Future Admission)
and not having been terminated in accordance with its terms prior
to the relevant Future Admission.
Use of proceeds
The Directors intend that the net issue proceeds from the Issue
will be used by the Company to acquire Renewable Energy
Infrastructure Investments, in accordance with the Company's
investment policy and to provide sufficient funds for the working
capital of the Company. The Directors have confidence that the net
issue proceeds can be deployed to acquire suitable assets within
six to twelve months of Admission (subject to market
conditions).
Dilution
If 500 million Ordinary Shares were to be issued pursuant to
Subsequent Placings, and assuming the Issue had been subscribed as
to 145 million Ordinary Shares, there would be a dilution of
approximately 77 per cent. in Shareholders' voting control of the
Company immediately after the Subsequent Placings assuming that the
Shareholders did not participate in the Subsequent Placings.
However, it is not anticipated that there would be any dilution in
the Net Asset Value per Ordinary Share as a result of the Placing
Programme.
Circular and General Meeting
The Issue and Placing Programme are conditional on the approval
by Shareholders of the Resolutions to be put to Shareholders at the
General Meeting, which has been convened for 6 October 2020 at
10.00 a.m. The Notice convening the General Meeting is set out in
the Circular.
Recommendation
The Board considers that the Proposals are in the best interests
of Shareholders as a whole. Accordingly, the Board unanimously
recommends that Shareholders vote in favour of the Resolutions to
be proposed at the General Meeting. The Board intends to vote in
favour of the Resolutions in respect of its own bene cial holdings
of Ordinary Shares which amount in aggregate to 275,000 Ordinary
Shares, constituting 0.14 per cent of the issued Ordinary Share
capital.
Expected timetable
All references to times in the Prospectus are to London times,
unless otherwise stated.
Expected Issue Timetable
Placing and Offer for Subscription 17 September 2020
open
General Meeting 10.00 a.m. on 6 October 2020
Latest time and date for receipt 11.00 a.m. on 8 October 2020
of Application Forms and payment
in full under the Offer for
Subscription
Latest time and date for receipt 12.00 p.m. on 8 October 2020
of Placing commitments
Announcement of the results 9 October 2020
of the Issue
Admission to the premium segment 13 October 2020
of the Official List and commencement
of dealings on the London Stock
Exchange
CREST accounts credited 13 October 2020
Dispatch of definitive share Week commencing 19 October 2020
certificates (where applicable)
Expected Placing Programme
Timetable
Placing Programme opens 13 October 2020
Publication of Issue Price on, or as soon as practicable
in respect of each Subsequent after, the announcement of each
Placing Subsequent Placing
Admission to the premium segment 08:00 a.m. on each day on which
of the Official List and commencement Ordinary Shares are issued pursuant
of dealings on the London Stock to the Placing Programme
Exchange
CREST accounts credited as soon as practicable after
the issue of Ordinary Shares
pursuant to the Placing Programme
Dispatch of definitive share by no later than 14 business
certificates (where applicable) days after Admission of the relevant
Ordinary Shares
Latest date for Ordinary Shares 16 September 2021
to be issued pursuant to the
Placing Programme
The dates and times specified above and mentioned throughout
this Prospectus are subject to change. In particular the Directors
may, with the prior approval of Numis and Kempen & Co, postpone
the closing time and date for the Placing and Offer for
Subscription. In the event that such date is changed, the Company
will notify investors who have applied for Ordinary Shares of
changes to the timetable by the publication of an announcement
through a Regulatory Information Service.
A copy of the Prospectus has been submitted to the National
Storage Mechanism and will shortly be available for inspection at
www.morningstar.co.uk/uk/NSM. The Prospectus will also shortly be
available on the Company's website at
www.aquila-european-renewables-income-fund.com/ where further
information on the Company can also be found.
Capitalised terms used but not defined in this announcement will
have the same meaning as set out in the Prospectus dated 17
September 2020.
Enquiries:
Media contacts:
Smithfield Consultants | +44 (0) 20 3047 2527 |
aquila@smithfieldgroup.com
Ged Brumby
John Kiely
Andrew McLagan
Sponsor, Broker and Joint Bookrunner in the UK
Numis Securities (UK Investors) | +44 (0) 20 7260 1000
Tod Davis
David Benda
Vicki Paine
Joint Bookrunner
Kempen & Co (EU Investors in the Target Jurisdictions) | +31
(0) 20 348 8000
Thomas ten Hoedt
Maarten de Zeeuw
IMPORTANT NOTICE
This announcement has been prepared by, and is the sole
responsibility of, Aquila European Renewables Income Fund plc.
This is a financial promotion and is not intended to be
investment advice. The content of this announcement, which has been
prepared by and is the sole responsibility of the Company, has been
approved by Numis solely for the purposes of section 21(2)(b) of
the Financial Services and Markets Act 2000 (as amended)
("FSMA").
The information in this announcement is for background purposes
only and does not purport to be full or complete. No reliance may
be placed for any purpose on the information contained in this
announcement or its accuracy or completeness. The material
contained in this announcement is for information purposes only, is
given as at the date of its publication (unless otherwise marked)
and is subject to updating, revision and amendment. In particular,
any proposals referred to herein are subject to revision and
amendment.
This announcement is not for publication or distribution,
directly or indirectly, in any jurisdiction other than the United
Kingdom. The distribution of this announcement may be restricted by
law in certain jurisdictions and persons into whose possession any
document or other information referred to herein comes should
inform themselves about and observe any such restriction. Any
failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction.
In member states of the European Economic Area ("EEA") other
than the United Kingdom, this announcement is only addressed to and
directed at persons who are "qualified investors" within the
meaning of Article 2(e) of the Prospectus Regulation (Regulation
(EU) 2017/1129). Further, in relation to the United Kingdom and
each member state in the EEA that has implemented the AIFM
Directive (each a "Relevant State"), no New Ordinary Shares or
Ordinary Shares have been or will be directly or indirectly offered
to or placed with investors in that member state at the initiative
of or on behalf of the Company, the AIFM or the Investment Adviser
other than in accordance with the methods permitted in that
Relevant State.
This announcement does not contain or constitute an offer for
sale of, or the solicitation of an offer or an invitation to buy or
subscribe for, New Ordinary Shares or Ordinary Shares to any person
in any jurisdiction to whom or in which such offer or solicitation
is unlawful.
Neither the New Ordinary Shares nor the 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 under the
securities laws of any state or other jurisdiction in the United
States. The New Ordinary Shares and the Ordinary Shares may not be
offered or sold, directly or indirectly, in, into or within the
United States, or to, or for the account or benefit of, a "U.S.
person" ("U.S. Person") (as defined in Regulation S under the
Securities Act ("Regulation S")). The New Ordinary Shares and the
Ordinary Shares are being offered and sold only outside the United
States to non-U.S. Persons in "offshore transactions" within the
meaning of, and in reliance on, Regulation S.
The New Ordinary Shares and the Ordinary Shares have not been
approved or disapproved by the U.S. Securities and Exchange
Commission, any state securities commission in the United States or
any other United States regulatory authority, nor have any of the
foregoing authorities passed upon or endorsed the merits of the
offering of New Ordinary Shares and the Ordinary Shares or the
accuracy of adequacy of the Prospectus. Any representation to the
contrary is an offence in the United States and any re-offer or
resale of any of the New Ordinary Shares or the Ordinary Shares in
the United States or to U.S. Persons may constitute a violation of
United States law or regulation. Any person in the United States
who obtains a copy of the Prospectus is requested to disregard
it.
The Republic of Ireland. The New Ordinary Shares and the
Ordinary Shares to be issued pursuant to a Subsequent Placing will
not be offered, sold, placed or underwritten in Ireland; (a) except
in circumstances which do not require the publication of a
prospectus pursuant to the Prospectus Regulation (Regulation (EU)
2017/1129) as implemented in Ireland pursuant to the European Union
(Prospectus) Regulations 2019 of Ireland and any rules issued by
the Central Bank of Ireland pursuant thereto; (b) otherwise than in
compliance with the provisions of the Irish Companies Act 2014 (as
amended); (c) otherwise than in compliance with the provisions of
the European Union (Markets in Financial Instruments) Regulations
2017 (S.I. No. 614/2017) (as amended), and the bookrunner and any
introducer appointed by the Company will conduct themselves in
accordance with any codes or rules of conduct and any conditions or
requirements, or any other enactment, imposed or approved by the
Central Bank of Ireland with respect to anything done by them in
relation to the Company; (d) otherwise than in compliance with the
provisions of the Irish European Union (Market Abuse) Regulations
2016 (as amended) and any rules issued by the Central Bank of
Ireland pursuant thereto; and (e) except to professional investors
as defined in AIFMD and otherwise in accordance with AIFMD,
Commission Delegated Regulation 231/2013, the Irish European Union
(Alternative Investment Fund Managers) Regulations 2013 (S.I. no
257 of 2013), as amended, and any rules issued by the Central Bank
of Ireland pursuant thereto.
Luxembourg. No offer of Ordinary Shares to the public will be
made in Luxembourg pursuant to the Prospectus, except that an offer
of Ordinary Shares in Luxembourg may be made at any time: (a) to
any person or legal entity which is a professional client within
the meaning of Annex II of MiFID; or (b)in any circumstances which
do not fall under specific offer limitations under the AIFM Law and
at the same time do not constitute an Offer of Shares to the public
requiring the publication by the Company of a prospectus pursuant
to Article 3 of the Prospectus Regulation and the Prospectus Law,
provided that in both cases (a) and (b) above the AIFM fulfils the
requirements set out in the AIFM Law (in particular the
notification obligation set out in Article 45 of the AIFM Law
(Article 42 of the AIFMD) and the potentially applicable ongoing
requirements). For the purposes of this provision, the expression
"Offer of Shares to the public" in relation to any Ordinary Shares
in Luxembourg means the communication to persons in any form and by
any means presenting sufficient information on the terms of the
offer and the Ordinary Shares to be offered so as to enable an
investor to decide to purchase or subscribe the Ordinary Shares,
the expression "Prospectus Law" means the Luxembourg law of 16 July
2019 on prospectuses for securities and the expression "Prospectus
Regulation" means the Regulation (EU) 2017/1129 on the prospectus
to be published when securities are offered to the public or
admitted to trading on a regulated market, as amended. "AIFM Law"
means the Luxembourg Law of 12 July 2013 on alternative investment
fund managers, as amended. Neither the Company nor its AIFM have
been authorised or registered under the AIFM Law or are otherwise
supervised by the Luxembourg Commission de Surveillance du Secteur
Financier.
Norway. The Company is an alternative investment fund and the
AIFM of the Company is an AIFM for purposes of the AIFMD. The AIFM
is authorised by the Financial Supervisory Authority of Norway
pursuant to Section 6-5 of the Norwegian Act on Alternative
Investment Funds of 20 June 2014 no. 28 to market the Company to
professional investors in Norway. The Company may only be marketed
to professional investors as defined in Section 10-6 of the
Norwegian Securities Act of 2 June 2007 no. 75 (the "Securities
Trading Act"). The Prospectus may only be distributed to
professional investors and the Prospectus may not be distributed to
or made available to non-professional investors in Norway.
Furthermore, the Prospectus has not been, nor will it be,
registered with or authorised by any regulatory or governmental
body in Norway. Accordingly, the Prospectus may not be made
available, nor may the interests in the Company offered hereunder
be marketed and offered for sale in Norway, other than under
circumstances which do not require a prospectus (Nw. prospekt) to
be prepared under the Securities Trading Act.
Finland . The Company is an alternative investment fund for
purposes of the Finnish Act on Alternative Investment Fund Managers
(Fi: laki vaihtoehtorahastojen hoitajista, 162/2014, as amended,
the "AIFMA"). In Finland, the Ordinary Shares may only be offered
to investors qualifying as "professional clients" (Fi:
ammattimainen asiakas) as defined in the AIFMA. Accordingly, the
Prospectus may only be distributed to professional clients in
Finland and the Prospectus may not be distributed to or made
available other than to professional clients in Finland. The
Prospectus has been prepared for private information purposes only
and it may not be used for, and shall not be deemed, a public
offering of the Ordinary Shares in Finland.
Sweden . The AIFM has been approved by the Swedish Financial
Supervisory Authority pursuant to Chapter 5 Section 10 of the
Swedish Act on Alternative Investment Fund Managers (2013:561) (the
"Swedish AIFM Act") to market the Company to professional investors
in Sweden. Professional investor is defined in the Swedish AIFM Act
by referring to chapter 9 section 4 and 5 in the Swedish Securities
Market Act (2007:528) (the "Swedish Securities Market Act". The
provisions in the Swedish Securities Market Act are partly
implementing Appendix II to the Directive 2014/65/EU (the
"Directive". Every investor who is considered to be a professional
investor as defined in Appendix II to the Directive, or who can be
treated as a professional investor upon submitting an application,
is also considered a professional investor according to the Swedish
regulation. The Company may be marketed to professional investors
within the meaning of the Swedish AIFM Act only. The Prospectus may
only be distributed to professional investors and the Prospectus
may not be distributed to or made available to non-professional
investors in Sweden. Furthermore, the Prospectus has not been, nor
will it be, registered with or approved by the Swedish Financial
Supervisory Authority under the Swedish Financial Instruments
Trading Act (1991:980) (the "Swedish Trading Act"). Accordingly,
the Prospectus may not be made available, nor may the interests in
the Company offered hereunder be marketed and offered for sale in
Sweden, other than under circumstances which do not require a
prospectus (Sw. prospekt) to be prepared under the Swedish Trading
Act. Please be aware that past performance is not a reliable
indicator of future results.
The Netherlands . The Ordinary Shares are being marketed in the
Netherlands under Section 1:13b of the Dutch Financial Supervision
Act (Wet op het financieel toezicht, or the "Wft"). In accordance
with this provision the AIFM; has notified the Dutch Authority for
Financial Markets of its intention to offer these Ordinary Shares
in the Netherlands. The Ordinary Shares will not, directly or
indirectly, be offered, sold, transferred or delivered in the
Netherlands, except to or by individuals or entities that are
qualified investors (gekwalificeerde beleggers) within the meaning
of Article 1:1 of the Wft, as amended from time to time, and as a
consequence neither the AIFM nor the Company is subject to the
license requirement pursuant to the Wft. Consequently, neither the
AIFM nor the Company is subject to supervision of the Dutch Central
Bank or the Dutch Authority for Financial Markets.
Switzerland . The Ordinary Shares have not been and will not be
publicly offered, directly or indirectly, in Switzerland within the
meaning of the Swiss Financial Services Act ("FinSA") except (i) to
investors that qualify as professional clients within the meaning
of the FinSA or (ii) in any other circumstances falling within
article 36 para. 1 of the FinSA, and in any case only subject to
the restrictions provided for in the last paragraph of this notice
concerning Switzerland. The Ordinary Shares have not been and will
not be admitted to any trading venue (exchange or multilateral
trading facility) in Switzerland. Neither the Prospectus nor any
other offering or marketing material relating to the Ordinary
Shares constitutes a prospectus within the meaning of the FinSA.
The Prospectus has not been and will not be reviewed or approved by
a Swiss review body and does not comply with the disclosure
requirements applicable to a prospectus within the meaning of the
FinSA. Neither the Prospectus nor any other offering or marketing
material relating to the Ordinary Shares may be publicly
distributed or otherwise made publicly available in Switzerland.
The Company has neither been and will neither be registered with
the Swiss Financial Supervisory Authority ("FINMA") as a foreign
collective investment for distribution to non-qualified investors
pursuant to the Swiss Collective Investment Schemes Act ("CISA"),
nor has the Company appointed or will the Company appoint a
Swiss
representative and paying agent, required for distribution to
non-qualified investors and to high-net-worth retail clients and
private investment structures created for them, having declared
that they wish to be treated as professional clients ("Opting Out
HNWI") (as further defined in the FinSA (cf. art. 5 paras. 1 and 2
of the FinSA) and its implementing ordinance). Accordingly,
interests in the Company, including the Ordinary Shares may not be
offered to non-qualified investors or to Opting Out HNWI in or from
Switzerland.
Belgium . The Ordinary Shares described herein may not, directly
or indirectly, be offered or acquired in Belgium, and the
Prospectus may not be circulated in Belgium as part of initial
distribution or at any time thereafter, except: (a) to qualified
investors within the meaning of Article 2(e) of the Prospectus
Regulation; (b) to a maximum of 149 individuals who are not
qualified investors within the meaning of Article 2(e) of the
Prospectus Regulation; or (c) to investors who acquire Ordinary
Shares for a minimum consideration of EUR 100,000 or the equivalent
thereof in another currency. Neither the Company nor its AIFM have
been authorised or registered under the Belgian AIFM Law of 19
April 2014 or are otherwise supervised by the Belgian Financial
Services and Markets Authority.
This announcement may include statements that are, or may be
deemed to be, "forward-looking statements". These forward-looking
statements can be identified by the use of forward-looking
terminology, including the terms "believes", "estimates",
"anticipates", "expects", "intends", "may", "will" or "should" or,
in each case, their negative or other variations or comparable
terminology. All statements other than statements of historical
facts included in this announcement, including, without limitation,
those regarding the Company's financial position, strategy, plans,
proposed acquisitions and objectives, are forward-looking
statements. Forward-looking statements are subject to risks and
uncertainties and, accordingly, the Company's actual future
financial results and operational performance may differ materially
from the results and performance expressed in, or implied by, the
statements. These factors include but are not limited to those
described in the Prospectus. These forward-looking statements speak
only as at the date of this announcement and cannot be relied upon
as a guide to future performance. The Company, the Investment
Adviser, the AIFM, Numis and Kempen & Co expressly disclaim any
obligation or undertaking to update or revise any forward-looking
statements contained herein to reflect actual results or any change
in the assumptions, conditions or circumstances on which any such
statements are based unless required to do so by the Financial
Services and Markets Act 2000, the Prospectus Regulation Rules of
the Financial Conduct Authority, the EU Market Abuse Regulation or
other applicable laws, regulations or rules.
Prospective investors should be aware that any investment in the
Company should not be regarded as short term in nature, involves a
degree of risk, and could result in the loss of all or
substantially all of their investment. Results can be positively or
negatively affected by market conditions beyond the control of the
Company, the AIFM or the Investment Adviser which may be different
in many respects from those that prevail at present or in the
future, with the result that the performance of investment
portfolios originated now may be significantly different from those
originated in the past. Persons considering making such an
investment should consult an authorised person specialising in
advising on such investments.
Numis, which is authorised and regulated in the United Kingdom
by the FCA, is acting exclusively for the Company and no-one else
in connection with any issue or placing programme of the Company or
in relation to the matters referred to in this announcement and
will not regard any other person (whether or not a recipient of
information in this announcement) as its client in relation to any
issue or placing programme and will not be responsible to anyone
other than the Company for providing the protections afforded to
its clients or for providing advice in relation to any issue or the
placing programme, the contents of this announcement or any
transaction or arrangement referred to in this announcement or any
other website which may be linked to or from this announcement.
Kempen & Co, which is authorised by the Dutch Central Bank
and regulated in the Netherlands by the Dutch Authority for
Financial Markets and the Dutch Central Bank, is acting exclusively
for the Company and no-one else in connection with any issue,
placing or placing programme and certain matters referred to in
this announcement, will not regard any other person (whether or not
a recipient of information in this announcement) as its client in
relation to the any placing or placing programme and will not be
responsible to anyone other than the Company for providing the
protections afforded to its clients or for providing advice in
relation to any placing or placing programme, the contents of this
announcement or any transaction or arrangement referred to in this
announcement. Kempen & Co is not acting for or providing
services to the Company or any other person in respect of any offer
for subscription and will not be responsible to any person in
respect of any claim or any other matter arising from any offer for
subscription.
None of Numis, Kempen & Co, the Company, the AIFM or the
Investment Adviser, or any of their respective parents or
subsidiary undertakings, or the subsidiary undertakings of any such
parent undertakings, or any of such person's respective directors,
officers, employees, agents, affiliates or advisers or any other
person ("their respective affiliates") accepts (save where required
by law) any responsibility or liability whatsoever for/or makes any
representation or warranty, express or implied, as to this
announcement, including the truth, accuracy or completeness of the
information in this announcement (or whether any information has
been omitted from the announcement) or any other information
relating to the Company, whether written, oral or in a visual or
electronic form, and howsoever transmitted or made available or for
any loss howsoever arising from any use of this announcement or its
contents or otherwise arising in connection therewith.
This announcement does not constitute a recommendation
concerning the proposed Issue and/or the Placing Programme. Past
performance is not a guide to future performance. Before purchasing
any Ordinary Shares, persons viewing this announcement should
ensure that they fully understand and accept the risks that are set
out in the Prospectus. Information in this announcement or any of
the documents relating to the Issue cannot be relied upon as a
guide to future performance. The Issue timetable may be influenced
by a range of circumstances such as market conditions. There is no
guarantee that the Issue will occur, and you should not base your
financial decisions on the Company's intentions in relation to the
Issue or the information contained in this announcement. The
contents of this announcement are not to be construed as legal,
business or tax advice. Each prospective investor should consult
his, her or its own legal adviser, financial adviser or tax adviser
for legal, financial or tax advice.
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; and (c) local implementing measures (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 and the Ordinary Shares have been subject
to a product approval process, which has determined that such
shares are: (i) compatible with an end target market of retail
investors and 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 (the "Target Market
Assessment"). Notwithstanding the Target Market Assessment, it is
expected that the New Ordinary Shares and the Ordinary Shares will
only be marketed with respect to retail investors to
professionally-advised and financially sophisticated non-advised
retail investors, and further distributors should note that: the
price of the New Ordinary Shares and the Ordinary Shares may
decline and investors could lose all or part of their investment;
the New Ordinary Shares and the Ordinary Shares offer no guaranteed
income and no capital protection; and an investment in the New
Ordinary Shares and 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 Issue or the Placing Programme.
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
and the Ordinary Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the New Ordinary Shares and the
Ordinary Shares and determining appropriate distribution
channels.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
PDIEAPNXFSPEEEA
(END) Dow Jones Newswires
September 17, 2020 05:01 ET (09:01 GMT)
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