TIDMSEIT
RNS Number : 8760O
SDCL Energy Efficiency Income Tst
12 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.
12 February 2021
SDCL Energy Efficiency Income Trust plc
(the "Company")
Result of Placing and Total Voting Rights
The Board is pleased to announce that the placing of New
Ordinary Shares pursuant to the Company's existing Share Issuance
Programme (the "Placing") announced on 4 February 2021 has received
a strong level of support from investors.
Taking into account the strength of the Company's near-term
acquisition pipeline, the Board has determined to increase the size
of the Placing to GBP160 million. Accordingly, the Placing will
result in the issue of 150.9 million New Ordinary Shares at the
Placing Price of 106 pence per share. Notwithstanding the increased
size of the Placing, applications for the New Ordinary Shares
exceeded the total number of shares to be issued and accordingly a
scaling back exercise has taken place.
Tony Roper, Chairman of SDCL Energy Efficiency Income Trust plc
said:
" We are grateful for the strong support we have once again
received from both new and existing investors in this
over-subscribed placing. The Company has a strong pipeline of both
organic investments and new acquisition opportunities, which in
total exceeds GBP200 million. In light of the strength of investor
demand and reflecting our confidence in both the depth and
near-term availability of the pipeline, we have increased the size
of the placing. We also intend to repay the existing debt
facilities of GBP65 million. Debt facilities can be drawn in the
future to make new investments.
We continue to focus on ensuring that we create value and
deliver stable returns for our shareholders through the expansion,
improvement and diversification of our portfolio. With global
commitments to achieving net zero from businesses and governments
and COP26 taking place at the end of the year, this is a very
exciting time to be investing in energy efficiency projects, which
play an essential role in reducing carbon emissions."
Admission of New Ordinary Shares and Total Voting Rights
Applications have been made for all of the New Ordinary Shares
to be admitted to the Premium Listing segment of the Official List
of the UK Financial Conduct Authority (the "FCA") and to trading on
the London Stock Exchange's Main Market for listed securities
("Admission"). It is expected that Admission will take effect, and
dealings in the Placing Shares will commence, at 8.00 a.m. (London
time) on 16 February 2021.
The New Ordinary Shares will be issued in registered form and
may be held in uncertificated form. The New Ordinary Shares
allocated will be issued to Placees through the CREST system unless
otherwise stated. The New Ordinary Shares will be eligible for
settlement through CREST with effect from Admission. The New
Ordinary Shares, when issued, will rank pari passu with the
existing Ordinary Shares including the right to receive all
dividends and other distributions declared, made or paid after the
date of issue.
Immediately following Admission, the Company will have
677,087,135 ordinary shares in issue and therefore the total voting
rights in the Company will be 677,087,135. This figure may be used
by shareholders as the denominator for the calculations by which
they may determine whether or not they are required to notify their
interest in, or a change to their interest in, the share capital of
the Company under the FCA's Disclosure Guidance and Transparency
Rules.
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. 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.
Dealing codes
Ticker SEIT
ISIN for the Ordinary Shares GB00BGHVZM47
SEDOL for the Ordinary Shares BGHVZM4
Legal Entity Identifier (LEI) 213800ZPSC7XUVD3NL94
For Further Information
Sustainable Development Capital T: +44 (0) 20 7287 7700
LLP
Jonathan Maxwell
Eugene Kinghorn
Purvi Sapre
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
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 addition, 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 by persons 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
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END
IOEUAUARAVUUAUR
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