TIDMSEIT
RNS Number : 9383N
SDCL Energy Efficiency Income Tst
04 February 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, TO US PERSONS OR INTO THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF
SOUTH AFRICA OR INTO ANY OTHER JURISDICTION WHERE TO DO SO MIGHT
CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW. PLEASE SEE
THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT HAS BEEN DETERMINED TO CONTAIN INSIDE
INFORMATION.
4 February 2021
SDCL Energy Efficiency Income Trust plc
(the "Company")
Proposed Placing
The Board of Directors (the "Board") of SDCL Energy Efficiency
Income Trust plc announces a proposed Placing to raise
approximately GBP100 million through an issue of new Ordinary
Shares in the capital of the Company ("New Ordinary Shares") at a
price of 106.0 pence per Ordinary Share (the "Placing").
Highlights:
-- Placing of approximately 94.3 million New Ordinary Shares at
106.0 pence per New Ordinary Share (the "Placing Price") by way of
a Placing pursuant to the Company's existing Share Issuance
Programme;
-- The Placing Price of 106.0 pence represents a 3.9 per cent
premium to the Company's 30 September 2020 Net Asset Value ("NAV")
of 102.0 pence per Ordinary Share and a discount of 1.4 per cent to
the Company's closing share price of 107.5 pence per Ordinary Share
on 3 February 2021 (being the last business day prior to this
Announcement);
-- Investors in the Placing will be entitled to receive the next
quarterly dividend declared by the Company for the three-month
period to 31 December 2020, which is expected to be declared in
March 2021;
-- The Company's portfolio continues to perform as expected,
with no material operational matters to report since the 30
September 2020 interim report and subsequent acquisitions improving
portfolio diversification;
-- The Company has several 'organic' opportunities to make
further investments into projects or frameworks within its existing
portfolio as well as specific asset management initiatives at an
individual project level, with a value of approximately GBP100
million. These include:
o investments into commercial and industrial solar projects
across the United States in conjunction with Onyx;
o investments into energy efficiency projects across the United
States in conjunction with Sparkfund;
o investments into electric vehicle charging infrastructure
projects across the UK in conjunction with EV Networks;
-- In addition, the Investment Manager is currently progressing
a number of new investment opportunities, with a combined value in
excess of GBP100 million, which are at advanced stages of
negotiation or due diligence, which, if acquired, would provide
further geographic and technological diversification to the
existing portfolio.
The Placing is being conducted under the Company's existing
Share Issuance Programme in accordance with the Prospectus dated 19
June 2020.
Tony Roper, Chairman of SDCL Energy Efficiency Income Trust plc
said:
"We have made significant progress since our IPO in December
2018. By employing a disciplined acquisition strategy and rigorous
asset management, we have grown our portfolio to approximately
GBP600 million and delivered total shareholder returns of 17 per
cent.
Our issuance programme has allowed us to carefully align our
investment pipeline with our ongoing equity requirements and we
were delighted to rapidly deploy the GBP105 million we raised in
our oversubscribed placing in October into three significant new
acquisitions.
The importance of energy efficiency in ensuring that climate
targets can be met is becoming ever clearer and as this market
develops and matures, we are excited by the pipeline of investment
opportunities which the Investment Manager has assembled which not
only meet our strict investment criteria, but will also enhance and
further diversify our portfolio."
Background to the Issue
S DCL Energy Efficiency Income Trust plc is the first UK listed
company of its kind to invest exclusively in the energy efficiency
sector and listed on the London Stock Exchange in December
2018.
The Company currently has a portfolio of approximately GBP600
million(1) , including 34 different projects , diversified across
several technologies, sectors and geographies and has proven to be
robust in the face of the wider challenges posed by the Covid-19
pandemic over the last 12 months.
The Company currently has a market capitalisation of
approximately GBP560 million and continues to target a total return
for shareholders of 7-8 per cent. per annum by reference to the IPO
Share Price of GBP1.00 per Ordinary Share. The Company remains
focused on providing its investors with stable and long-term
income, with a dividend target of 5.5 pence per Ordinary Share for
the financial year to 31 March 2021, which represents a dividend
yield of 5.2 per cent at the Placing Price.
Investors in the Placing will be entitled to receive the next
quarterly dividend declared by the Company for the three-month
period to 31 December 2020, which is expected to be declared in
March 2021.
Trading Update
As at 30 September 2020, the Company had a portfolio valued at
GBP319 million, diversified across technology, geography and credit
counterparty. In October 2020, the Company raised GBP105 million
via a placing of New Ordinary Shares pursuant its existing Share
Issuance Programme.
Since 30 September 2020, the Company has acquired, or committed
to acquiring:
1. a 100% interest in a portfolio of six operating energy
efficient assets installed at the premises of five leading
industrial counterparties in Singapore for a consideration of
approximately GBP2 million;
2. a 100% interest in Värtan Gas Stockholm AB, the owner of the
established, operational and regulated gas distribution network for
Stockholm, Sweden for a consideration of approximately GBP107
million;
3. a 100% interest in a series of portfolios of commercial and
industrial on-site solar and energy storage projects across the
United States, together with a 50% interest in the platform that
has created them, Onyx Renewable Partners, for a consideration of
approximately GBP112 million; and
4. an additional 15% interest in Primary Energy, a portfolio of
recycled energy and cogeneration projects located in Indiana, USA
for a consideration of approximately GBP26 million.
Following these acquisitions, the Company's pro forma portfolio
is currently valued at approximately GBP600 million(1) . The
Company's portfolio continues to perform as expected, with no
material operational matters to report since the interim report for
the period ending 30 September 2020. Cashflows remain in-line with
the Company's underlying financial models supporting both the
Company's dividend as well as providing funds for re-investment
into the portfolio and the pipeline. The Investment Manager
continues to monitor any impact resulting from the COVID-19
pandemic and government restrictions on a project-by-project basis
but notes that it expects the capital value of the Company's
portfolio to have remained stable since 30 September 2020,
notwithstanding the implications of the COVID-19 pandemic.
All of the Company's projects benefit from legally contracted
revenues with approximately 65 per cent (by pro-forma value(1) ,
excluding cash) of the Company's investments being in projects
associated with investment grade or equivalent client
counterparties. In addition to this, many of the portfolio's assets
benefit from protective features which help to further reduce
credit risk. These include the strategic importance of the asset to
the economy, community or industrial process in which it sits; the
portfolio's overarching diversification across sector,
technologies, counterparties and end users; and additional security
packages including performance covenants and revenue guarantees
that are typically embedded into individual asset contracts.
The portfolio has a weighted average contract term of 14 years
and, noting the estimated useful economic life of several of the
assets, opportunities exist to expand this over time through
contract renegotiations and extensions.
The Company currently has a conservative level of gearing. The
Company takes into account non-recourse borrowings at the portfolio
level, as well as borrowings at the Company level, when calculating
its gearing limits. As at 31 December 2020, the total borrowings
across the portfolio on a consolidated basis were approximately
GBP208 million, equivalent to approximately 40% of pro-forma NAV(2)
and a Loan to Value(3) ratio of approximately 30 per cent.
On 1 October 2020, the Company published its first ESG Report
for the year ended 31 March 2020. SEEIT is dedicated to
accelerating the global transition to a low carbon economy and over
the reporting period delivered energy solutions that saved 156,000
tonnes of CO(2) emissions and produced 113,000 MWh of renewable
energy, as well as saving another 44,500 MWh via demand side energy
efficiency measures. In total, SEEIT's portfolio projects provided
3.6 million 'negawatts' of demand side energy reduction capacity
and supported nearly 1,300 jobs in this crucial sector of the
economy. The Company was awarded the London Stock Exchange's Green
Economy Mark in 2019 which recognises companies which derive the
majority of their revenue from environmental solutions.
The Company also hopes to benefit from a supportive global
government policy backdrop, with significant policy tailwinds such
as The Biden Plan's $2 trillion commitment to boost clean energy
and rebuild infrastructure over the next four years in the U.S.,
including upgrading four million buildings to make them more energy
efficient. In addition, the European Green Deal's renovation wave
strategy seeks to achieve large scale energy efficiency in
buildings across all member States, with Europe already
representing approximately 40% (between EUR85 and EUR90 billion
annually) of worldwide investments in this area.
Use of Proceeds
As the Company grows in size, it is seeing an increasing number
of 'organic' investment opportunities to make further or follow-on
investments into projects or frameworks within its existing
portfolio as well as specific asset management initiatives at an
individual project level. In assessing these opportunities, the
Company benefits from the increased visibility and access to the
projects that it enjoys as an existing owner, as well as
potentially transacting through existing pre-emption rights and/or
options which may allow the Company to profit from pre-determined
prices and increase the value of its investment. The Investment
Manager has identified approximately GBP100 million of follow-on
opportunities which it believes will be available over the coming
months including:
-- investments into commercial and industrial solar projects
across the United States in conjunction with Onyx;
-- investments into energy efficiency projects across the United
States in conjunction with Sparkfund;
-- investments into electric vehicle charging infrastructure
projects across the UK in conjunction with EV Networks.
The Investment Manager is also progressing a number of new
investment opportunities, with a combined value in excess of GBP100
million, which are at advanced stages of negotiation or due
diligence. The majority of these opportunities have been negotiated
either privately or on a bilateral basis and hence outside of a
competitive process, which helps ensure ongoing price discipline.
These include potential investments in energy efficiency, smart
metering, CHP/microgrid, renewable natural gas, hydrogen,
commercial and industrial solar and other solutions in the UK,
Europe, North America and in Asia which will enable further
technological and geographic diversification to the portfolio.
As part of its ongoing treasury management, the Company also
expects to repay its existing short term debt facilities (being an
acquisition debt facility of GBP30 million, which is fully drawn
and a revolving credit facility of GBP40 million, of which
approximately GBP35 million is drawn) post Admission and then
re-draw on the facilities in conjunction with new investments.
The Company has established a proven track record of sourcing
assets in advance of a fundraise and efficiently executing on
subsequent acquisitions. As with prior fundraise pipelines, the
Company does not intend to invest in all the opportunities it has
identified. However, the size and diversification of the pipeline
allows it to exercise pricing discipline when negotiating with
vendors as well as helping to minimize the potentially negative
effect of cash drag on financial returns.
Given the size and compelling nature of the current pipeline,
the Board and the Investment Manager believe that it is now an
appropriate time for the Company to issue new equity in order to
take advantage of these opportunities.
Benefits of the Placing
The Board believes that proceeding with the Placing will have
the following benefits for the Company:
-- Allow the Company to invest further capital in the Company's
identified pipeline opportunities to enable it to further diversify
its existing portfolio and secure value from new and organic
follow-on investments;
-- Provide the Company with immediate capital to allow it to act
quickly in securing existing investment opportunities as well as
having sufficient capital to fund new opportunities;
-- Create the potential to enhance the NAV per share of the
existing Ordinary Shares through the issuance of New Ordinary
Shares at a premium to NAV, after the related costs have been
deducted;
-- Spread the Company's fixed running costs across a wider base
of shareholders, and benefit from the reducing scale of charges for
the Investment Manager, thereby reducing the total expense ratio;
and
-- Increase the size of the Company which should help make the
Company more attractive to a wider base of investors and improve
market liquidity in the Ordinary Shares.
Further details
Jefferies International Limited ("Jefferies") is acting as sole
sponsor, global co-ordinator and bookrunner to the Company in
connection with the Placing. Jefferies will today commence a
bookbuild process in respect of the Placing at the Placing Price.
The Placing will be non-pre-emptive pursuant to the terms set out
in the Prospectus and is expected to close no later than 11.00 a.m.
on 11 February 2021 but may be closed earlier or later at the
absolute discretion of Jefferies and the Company.
The Placing is conditional, inter alia, on the Ordinary Shares
being admitted to listing on the premium listing segment of the
Official List of the FCA, and to trading on the main market for
listed securities of the London Stock Exchange (together,
"Admission"). Subject to Admission becoming effective, it is
expected that settlement of subscriptions by placees in respect of
the Ordinary Shares and trading in the Ordinary Shares will
commence at 8.00 a.m. GMT on 16 February 2021, or such later time
and/or date as may be announced by the Company after the close of
the Placing.
The new Ordinary Shares issued pursuant to the Placing will rank
pari passu in all respects with the existing Ordinary Shares,
including the right to receive all dividends and other
distributions declared, made or paid after the date of issue. For
the avoidance of doubt, investors who acquire Ordinary Shares in
the Placing will be entitled to receive the next quarterly dividend
which relates to the period 30 September 2020 to 31 December 2020
and is expected to be declared in March 2021.
The target number of Ordinary Shares to be issued pursuant to
the Placing is approximately 94.3 million but the Board may
increase the number of Ordinary Shares to be issued under the
Placing if it, in consultation with Jefferies and the Investment
Manager, believes there is sufficient investor demand for those
shares and suitable assets available for investment in which to
deploy the Placing proceeds in a timely and efficient manner.
The Placing is not underwritten. The Placing may be scaled back
by the Company for any reason, including where it is necessary to
scale back allocations to ensure the Placing proceeds align with
the Company's post fundraise acquisition targets. Details of the
number of Ordinary Shares to be issued pursuant to the Placing will
be determined by the Board (following consultation with Jefferies
and the Investment Manager) and will be announced as soon as
practicable after the close of the Placing.
The Placing Price is 106.0 pence per New Ordinary Share. The
Placing Price has been set by the Board following their assessment
of market conditions.
The New Ordinary Shares acquired in the Placing should be
eligible to be held in a stocks and shares ISA, subject to
applicable annual subscription limits. In addition, the New
Ordinary Shares should be eligible for inclusion in a self-invested
personal pension ("SIPP") or a small self-administered scheme
("SSAS"), subject to the discretion of the trustees of the SIPP or
the SSAS, as the case may be. Individuals wishing to invest in New
Ordinary Shares through an ISA, SSAS or SIPP should contact their
professional advisers regarding their eligibility.
By choosing to participate in the Placing and by making an oral
and legally binding offer to subscribe for Ordinary Shares,
investors will be deemed to have read and understood this
Announcement and the Prospectus in their entirety and to be making
such offer on the terms and subject to the conditions in the
Prospectus, and to be providing the representations, warranties and
acknowledgements contained therein.
A copy of the Prospectus is available on National Storage
Mechanism at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism as well as
on the Company's website at www.sdcleeit.com. Full details of the
Terms and Conditions of the Placing are available in the
Prospectus.
Expected Timetable
Placing opens 4 February 2021
Latest time and date for applications 11.00 a.m. 11 February 2021
under the Placing
Results of the Placing announced 7 .00 a.m. GMT on 12 February
2021
Admission of the Ordinary Shares 8.00 a.m. GMT on 16 February
to the Official List and commencement 2021
of dealings on the London Stock
Exchange's main market for listed
securities
The dates and times specified above are subject to change. In
particular, the Directors may (with the prior approval of
Jefferies) bring forward or postpone the closing time and date for
the Placing. In the event that a date or time is changed, the
Company will notify persons who have applied for Ordinary Shares by
post, by electronic mail or by the publication of a notice through
a Regulatory Information Service.
References to all times are to London times unless otherwise
stated.
Dealing codes
Ticker SEIT
ISIN for the Ordinary Shares GB00BGHVZM47
SEDOL for the Ordinary Shares BGHVZM4
Legal Entity Identifier (LEI) 213800ZPSC7XUVD3NL94
Unless otherwise defined, capitalised terms used in this
announcement shall have the same meaning as set out in the
Prospectus published on 19 June 2020.
For Further Information
Sustainable Development Capital T: +44 (0) 20 7287 7700
LLP
Jonathan Maxwell
Purvi Sapre
Eugene Kinghorn
Keith Driver
Jefferies International Limited T: +44 (0) 20 7029 8000
Tom Yeadon
Gaudi Le Roux
Neil Winward
TB Cardew T: +44 (0) 20 7930 0777
Ed Orlebar M: +44 (0) 7738 724 630
Joe McGregor E: seeit@tbcardew.com
(1) Pro forma portfolio value is as at the latest published
valuation date (30 September 2020) with post period investments
held at cost. Includes cash and undrawn commitment for Onyx for
which the Purchase and Sale Agreement was executed on 23 December
2020 and completion expected in February 2021. FX rates as at 31
December 2020
(2) Pro forma NAV based on 30 September 2020 NAV adjusted for
capital raising in October 2020, subsequent acquisitions at cost
and working capital movements (all in GBPm)
(3) Loan to value ("LTV") calculated by total debt divided by
total assets (grossed up for the same debt)
Important Information
This announcement is not an offer to sell or a solicitation of
any offer to buy the Shares in the Company in the United States,
Australia, Canada, New Zealand or the Republic of South Africa,
Japan, or in any other jurisdiction where such offer or sale would
be unlawful.
This communication is not for publication or distribution,
directly or indirectly, in or into the United States of America.
This communication is not an offer of securities for sale into the
United States. The securities referred to herein have not been and
will not be registered under the U.S. Securities Act of 1933, as
amended, and may not be offered or sold in the United States,
except pursuant to an applicable exemption from registration. No
public offering of securities is being made in the United
States.
The Company has not been and will not be registered under the US
Investment Company Act of 1940 (the "Investment Company Act") and,
as such, holders of the Shares will not be entitled to the benefits
of the Investment Company Act. No offer, sale, resale, pledge,
delivery, distribution or transfer of the Shares may be made except
under circumstances that will not result in the Company being
required to register as an investment company under the Investment
Company Act.
This communication is only addressed to, and directed at,
persons in member states of the European Economic Area who are
"qualified investors" within the meaning of Article 2(e) of the
Prospectus Regulation ("Qualified Investors"). For the purposes of
this provision, the expression "Prospectus Regulation" means
Regulation (EU) 2017/1129. In the United Kingdom, this
communication is being distributed only to, and is directed only
at, "qualified investors" (as defined in the UK version of the
Prospectus Regulation, which forms part of UK law by virtue of the
European Union (Withdrawal) Act 2018 (as amended from time to
time)): (i) who have professional experience in matters relating to
investments who fall within the definition of "investment
professional" in Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (the
"Order"), or (ii) who are high net worth companies, unincorporated
associations and partnerships and trustees of high value trusts as
described in Article 49(2) of the Order, and (iii) other persons to
whom it may otherwise lawfully be communicated (all such persons
together being referred to as "relevant persons"). Any investment
or investment activity to which this communication relates is
available only to and will only be engaged in with such persons.
This communication must not be acted on or relied on in any member
state of the European Economic Area who are not Qualified Investors
or in the United Kingdom by persons who are not relevant
persons.
The merits or suitability of any securities must be
independently determined by the recipient on the basis of its own
investigation and evaluation of the proposed investment trust. Any
such determination should involve, among other things, an
assessment of the legal, tax, accounting, regulatory, financial,
credit and other related aspects of the securities.
This announcement may not be used in making any investment
decision. This announcement 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 announcement does not constitute and may not be
construed as an offer to sell, or an invitation to purchase or
otherwise acquire, investments of any description, nor as a
recommendation regarding the possible offering or the provision of
investment advice by any party. No information in this announcement
should be construed as providing financial, investment or other
professional advice and each prospective investor should consult
its own legal, business, tax and other advisers in evaluating the
investment opportunity. No reliance may be placed for any purposes
whatsoever on this announcement or its completeness.
Nothing in this announcement constitutes investment advice and
any recommendations that may be contained herein have not been
based upon a consideration of the investment objectives, financial
situation or particular needs of any specific recipient.
The information and opinions contained in this announcement are
provided as at the date of the document and are subject to change
and no representation or warranty, express or implied, is or will
be made in relation to the accuracy or completeness of the
information contained herein and no responsibility, obligation or
liability or duty (whether direct or indirect, in contract, tort or
otherwise) is or will be accepted by the Company, SDCL, Jefferies
or any of their affiliates or by any of their respective officers,
employees or agents in relation to it. No reliance may be placed
for any purpose whatsoever on the information or opinions contained
in this announcement or on its completeness, accuracy or fairness.
The document has not been approved by any competent regulatory or
supervisory authority.
The Company has a limited trading history. Potential investors
should be aware that any investment in the Company is speculative,
involves a high 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 or any other person. The returns set out in this
document are targets only. There is no guarantee that any returns
set out in this document can be achieved or can be continued if
achieved, nor that the Company will make any distributions
whatsoever. There may be other additional risks, uncertainties and
factors that could cause the returns generated by the Company to be
materially lower than the returns set out in this announcement.
Past performance cannot be relied on as a guide to future
performance.
The information in this announcement may include forward-looking
statements, which are based on the current expectations and
projections about future events and in certain cases can be
identified by the use of terms such as "may", "will", "should",
"expect", "anticipate", "project", "estimate", "intend",
"continue", "target", "believe" (or the negatives thereon) or other
variations thereon or comparable terminology. These forward-looking
statements, as well as those included in any related materials, are
subject to risks, uncertainties and assumptions about the Company,
including, among other things, the development of its business,
trends in its operating industry, and future capital expenditures
and acquisitions. In light of these risks, uncertainties and
assumptions, the events in the forward-looking statements may not
occur.
Each of the Company, SDCL, Jefferies and their affiliates and
their respective officers, employees and agents expressly disclaim
any and all liability which may be based on this announcement and
any errors therein or omissions therefrom.
No representation or warranty is given to the achievement or
reasonableness of future projections, management targets,
estimates, prospects or returns, if any. Any views contained herein
are based on financial, economic, market and other conditions
prevailing as at the date of this announcement. The information
contained in this announcement will not be updated.
This announcement does not constitute or form part of, and
should not be construed as, any offer or invitation or inducement
for sale, transfer or subscription of, or any solicitation of any
offer or invitation to buy or subscribe for or to underwrite, any
share in the Company or to engage in investment activity (as
defined by the Financial Services and Markets Act 2000) in any
jurisdiction nor shall it, or any part of it, or the fact of its
distribution form the basis of, or be relied on in connection with,
any contract or investment decision whatsoever, in any
jurisdiction. This announcement does not constitute a
recommendation regarding any securities.
Prospective investors should take note that the Company's Shares
may not be acquired by: (i) investors using assets of: (A) an
"employee benefit plan" as defined in Section 3(3) of US Employee
Retirement Income Security Act of 1974, as amended ("ERISA") that
is subject to Title I of ERISA; (B) a "plan" as defined in Section
4975 of the US Internal Revenue Code of 1986, as amended (the "US
Tax Code"), including an individual retirement account or other
arrangement that is subject to Section 4975 of the US Tax Code; or
(C) an entity which is deemed to hold the assets of any of the
foregoing types of plans, accounts or arrangements that is subject
to Title I of ERISA or Section 4975 of the US Tax Code; or (ii) a
governmental, church, non-US or other employee benefit plan that is
subject to any federal, state, local or non-US law that is
substantially similar to the provisions of Title I of ERISA or
Section 4975 of the US Tax Code.
Jefferies is authorised and regulated in the United Kingdom by
the Financial Conduct Authority. Jefferies is acting for the
Company and no one else in connection with the Placing, and will
not be responsible to anyone other than the Company for providing
the protections afforded to clients of Jefferies or for affording
advice in relation to any transaction or arrangement referred to in
this announcement. This announcement does not constitute any form
of financial opinion or recommendation on the part of Jefferies or
any of its affiliates and is not intended to be an offer, or the
solicitation of any offer, to buy or sell any securities. Regulated
services with respect to EU27 countries and EU27 investors shall be
undertaken by such of Jefferies International Limited's affiliates
as Jefferies acting in good faith thinks fit and references to
Jefferies International Limited shall be read as references to such
affiliate(s).
In accordance with the UK version of the Packaged Retail and
Insurance-based Investment Products Regulation (EU) No 1286/2014
which forms part of UK law by virtue of the European Union
(Withdrawal) Act 2018 (as amended from time to time), the Key
Information Document relating to the Company is available to
investors at www.seeitplc.com .
This information is provided by RNS, the news service of the
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