TIDMSEIT
RNS Number : 4695K
SDCL Energy Efficiency Income Tst
02 September 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.
2 September 2021
SDCL Energy Efficiency Income Trust plc
(the "Company")
Proposed Open Offer, Placing, Offer for Subscription and
Intermediaries Offer
The Board of Directors (the "Board") of SDCL Energy Efficiency
Income Trust plc announces a proposed Open Offer, Placing, Offer
for Subscription and Intermediaries Offer to raise approximately
GBP175 million through an issue of new Ordinary Shares in the
capital of the Company at a price of 110.5 pence per share (the
"Initial Issue").
Highlights:
-- Initial Issue of approximately of 158,371,040 New Ordinary
Shares at 110.5 pence per New Ordinary Shares (the "Issue Price")
by way of an Open Offer, Placing, Offer for Subscription and
Intermediaries Offer pursuant to the Share Issuance Programme.
-- The Issue Price of 110.5 pence represents a 7.8 per cent
premium to the Company's 31 March 2021 Net Asset Value (" NAV ") of
102.5 pence per Ordinary Share and a discount of 6.0 per cent to
the Company's closing share price of 117.5 pence per Ordinary Share
on 1 September 2021 (being the last business day prior to this
Announcement);
-- Shareholders who qualify for the Open Offer ("Qualifying
Shareholders") will be offered the opportunity to participate in
the Open Offer on the basis of 1 New Ordinary Share for every 6
Existing Ordinary Shares. Qualifying Shareholders will also be
offered the opportunity to subscribe for New Ordinary Shares in
addition to their Open Offer Entitlement under an excess
application facility.
-- Investors in the Initial Issue will be entitled to receive
the next quarterly dividend declared by the Company for the
three-month period to 31 September 2021, which is expected to be
declared in December 2021.
-- Sustainable Development Capital LLP (" SDCL " or the "
Investment Manager ") has identified an extensive pipeline of
investment opportunities with a value of over GBP600 million. The
pipeline includes a number of organic opportunities which are
either committed, have a right of first refusal, or are in
exclusivity. These pipeline projects have an aggregate value in
excess of GBP200 million.
-- The Company's portfolio continues to perform as expected,
with no material operational matters to report since the 31 March
2021 Annual Report and subsequent acquisitions improving portfolio
diversification.
The Company will shortly be publishing a prospectus (the "
Prospectus ") in connection with the Initial Issue as well as a
proposed Share Issuance Programme which is described in detail
below.
Tony Roper, Chairman of SDCL Energy Efficiency Income Trust plc
said:
"2021 has been an active period for SEEIT, with the Company
continuing to invest in exciting energy efficiency opportunities,
further diversifying and expanding our portfolio. To date, the
Company has delivered a total shareholder return of 32 per cent
since IPO. With more investment opportunities being evaluated by
our Manager, we are pleased to announce a further share issuance
programme with an Open Offer as part of the Initial Issue in
recognition of the support we have from our shareholders, and a
retail offer to ensure all investors can participate in the
fundraise.
In the context of the climate debate, the importance and
prominence of energy efficiency has never been greater and we are
well-placed to contribute by investing in energy efficiency
projects that support this."
Jonathan Maxwell, CEO of Sustainable Development Capital LLP,
commented:
" We thank our shareholders for their continued support of SEEIT
and are pleased that this fundraise will be available to both
existing and new shareholders via the Placing, Open Offer and
Retail Offer structure.
The GBP160 million raised in February 2021 has financed four
investments into projects that deliver cheaper, cleaner and more
reliable energy solutions to clients. The energy efficiency market
is continuing to grow, with new and exciting investment
opportunities continuously being identified and we have an
extensive pipeline of further investment opportunities that will
meet SEEIT's target returns while also further diversifying the
portfolio in terms of geography, technology and counterparty."
Background to the Issue
SDCL 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 GBP720
million(1) , including 41 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 18 months.
The Company's Portfolio is characterised by assets with
predominantly long-term contracted cash flows which are based on
availability or capacity (or a combination of both), with any
offtake agreements typically structured on pre-determined terms.
The majority of the Company's assets are operational with only 14
per cent currently in construction or development.
The Company currently has a market capitalisation of
approximately GBP796 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 5.62 pence per Ordinary Share for
the financial year to 31 March 2022, which represents a dividend
yield of 5.1 per cent at the Issue Price.
Pipeline and 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 in excess of GBP200 million of organic
follow-on opportunities which it believes will be available over
the coming months including:
-- investments in solar and storage projects across the United States via Onyx;
-- investments in on-site generation and energy efficiency at RED;
-- the opportunity to acquire the remaining 35% of Primary
Energy that the Company does not yet own;
-- investments into energy efficiency projects across the United
States in conjunction with Spark US Energy Efficiency;
-- investments into electric vehicle charging infrastructure
projects across the UK in conjunction with EV Network.
The Investment Manager is also undertaking due diligence on, or
is in discussions for the Company to participate in, a number of
new Energy Efficiency Projects for investment in the medium-term
with an aggregate value in excess of GBP400 million. These other
pipeline opportunities, together with the more near-term organic
follow-on, exclusive or right of first refusal investment
opportunities have an aggregate value exceeding GBP600 million
(collectively, the "Pipeline Projects"). The degree of progress for
each of the Pipeline Projects varies and there can be no guarantee
that the Company will be able to invest in, or commit to, these
Pipeline Projects, either shortly after Initial Admission or at
all. In addition, the Company continues to be highly selective with
its acquisitions, demonstrated by the fact that only approximately
15 per cent. of opportunities reviewed by the Investment Manager
over the last 12 months have been given final approval to proceed
to signing.
The pipeline includes a wide range of lower carbon and energy
efficiency technologies, including but not limited to onsite solar,
storage, local area network solutions, lighting, heating, cooling,
EV infrastructure, waste gas recycling to power and other
solutions. The Company is seeking to build a balanced Portfolio,
diversified by technology as well as by counterparty, geography,
and suppliers. The Company keeps its investments under constant
review, not just to ensure compliance with investment limits but
also to ensure that all the Company's assets remain appropriate for
the Company as markets develop. In addition, the Investment Manager
undertakes extensive diligence to ensure that all pipeline projects
fall within the Company's ESG principles.
The Company intends to use the Net Initial Proceeds to deploy
into the pipeline of investment opportunities which it expects to
see in the near term. However, the Net Initial Proceeds (and any
Net Issue Proceeds) will also provide the Company with the
flexibility to advance negotiations on other longer-term
opportunities that may arise. The Company may also elect to use a
proportion of the Net Initial Proceeds (or any Net Issue Proceeds)
to reduce the Company's leverage, noting that as at 31 August 2021,
the Company had drawn an amount of GBP68 million from its revolving
credit facility. The Company's objective is to have substantially
invested all the Net Initial Proceeds within approximately 6 months
following Initial Admission.
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.
Benefits of the Issue
The Board believes that proceeding with the Issue will have the
following benefits for SEEIT:
-- 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;
-- Provide the Company with the funds to repay the RCF if
appropriate, which will allow the Company to re-draw funds under
the RCF as and when investment opportunities arise without
incurring cash drag;
-- 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 a reduced incremental Investment
Management fee at the point where NAV exceeds GBP750 million,
thereby reducing the total expense ratio; and
-- Increase the size of the Company which the Investment Manager
believes will help make the Company more attractive to: (i) a wider
base of counterparties and, therefore, improve the Company's
pipeline of opportunities; and (ii) a wider base of investors and,
therefore, improve market liquidity in the Ordinary Shares.
The Issue and the Share Issuance Programme
The Initial Issue is being implemented by way of an Open Offer,
Placing, Offer for Subscription and Intermediaries Offer. The
target size of the Initial Issue is approximately GBP175 million
before expenses. The target number of New Ordinary Shares to be
issued pursuant to the Initial Issue is 158,371,040 at the Issue
Price of 110.5 pence per New Ordinary Share. The Issue Price of
110.5 pence represents a premium of approximately 7.8 per cent. to
the NAV per Ordinary Share as at 31 March 2021 of 102.5 pence and a
discount of approximately 6.0 per cent. to the closing price of
117.5 pence per existing ordinary share on 1 September 2021, the
latest practicable date prior to the Company's announcement of the
Initial Issue.
Investors in the Initial Issue will be entitled to receive the
next quarterly dividend declared by the Company for the three-month
period to 30 September 2021, which is expected to be declared in
December 2021. For the avoidance of doubt, investors will not be
entitled to receive the dividend for the three-month period to 30
June 2021, with an ex-dividend date of 9 September 2021.
The Directors recognise the importance of pre-emption rights to
Ordinary Shareholders. Accordingly, a substantial proportion of the
New Ordinary Shares are being initially offered to Qualifying
Shareholders by way of the Open Offer pursuant to which they will
be entitled to apply for 1 New Ordinary Share for every 6 existing
Ordinary Shares held on the Record Date (being up to 112,847,855
New Ordinary Shares).
The balance of the New Ordinary Shares (being 45,523,185 New
Ordinary Shares), together with any New Ordinary Shares not taken
up by Qualifying Shareholders under the Open Offer (including under
the Excess Application Facility), may be made available, at the
discretion of the Directors, under the Placing and/or Offer for
Subscription of New Ordinary Shares and/or Intermediaries
Offer.
Due to restrictions under the securities laws of the relevant
jurisdiction, and subject to certain exemptions, Shareholders who
have registered addresses in, or who are resident or ordinarily
resident in, or citizens of, any of the United States, Australia,
Canada, Japan, New Zealand or the Republic of South Africa will not
qualify to participate in the Open Offer.
The Company proposes to implement a Share Issuance Programme
(being a programme of issues of Shares in the form of Ordinary
Shares and/or C Shares), of which the Initial Issue forms part. The
Company proposes to issue up to 650 million Shares pursuant to the
Share Issuance Programme, out of which, the Company intends to
issue approximately 158.3 million Ordinary Shares pursuant to the
Initial Issue.
General Meeting ("GM")
The Company will hold the General Meeting on 20 September 2021
at which it will propose that: (i) the Directors be authorised to
allot up to 650 million Ordinary Shares in the Company, which will
enable the Company to issue all the Shares comprised in the Initial
Issue and the Share Issuance Programme ("Resolution 1"); and (ii)
pre-emption rights be disapplied in respect of any allotment
pursuant to the authority conferred by Resolution 1 ("Resolution
2"). Any authorities granted at the General Meeting will be in
addition to the Existing Authority. The Company intends to use the
authorities granted at the General Meeting to allot and issue
Shares under the Initial Issue and any Subsequent Placing, instead
of using its Existing Authority.
If Resolutions 1 and 2 are not passed at the General Meeting,
any issuances of Shares pursuant to the Initial Issue will be made
pursuant to the Existing Authority and any Subsequent Placing, in
excess of the remaining Existing Authority after the completion of
the Initial Issue, will be conditional upon the Shareholders
resolving to disapply pre-emption rights in respect of such
issuance at a subsequent general meeting of the Company.
The Share Issuance Programme is being created to provide the
Company with the flexibility, should it wish, to raise further
capital over the 12 months from the date of publication of the
Prospectus which it may use to either repay debt or deploy into new
investment opportunities in accordance with its investment
policy.
The Board believe that instituting the Share Issuance Programme
will:
-- Enable the Company to raise additional capital quickly
through an equity issuance, in order to: i) invest in opportunities
identified in the future; and/or ii) repay debt;
-- Create the potential to enhance the NAV per Ordinary Share of
existing Ordinary Shares through new share issuance at a premium to
NAV per Ordinary Share;
-- Grow the Company, thereby spreading operating costs over a
larger capital base, and benefit from the reducing scale of charges
for the Investment Manager, which should reduce the total expense
ratio; and
-- Partially satisfy market demand from time to time for
Ordinary Shares and improve liquidity in the market for 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 Initial Issue and the Share Issuance Programme.
The Initial Issue will be partially-pre-emptive pursuant to the
terms set out in the Prospectus and is expected to close no later
than Thursday 16 September 2021 at the times specified in the
expected timetable below but may be closed earlier or later at the
absolute discretion of Jefferies and the Company. Details of the
number of Ordinary Shares to be issued pursuant to the Initial
Issue 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 Initial Issue.
The Initial Issue 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 ").
Applications will be made for the shares to be issued pursuant
to the Initial Issue to be admitted to listing on the premium
listing category of the Official List and to be admitted to trading
on the premium segment of the Main Market. 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. on 21 September 2021, or
such later time and/or date as may be announced by the Company
after the close of the Placing.
The target number of Ordinary Shares to be issued pursuant to
the Initial Issue is 158,371,040, but the Board may increase the
number of Ordinary Shares to be issued under the Initial Issue 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 Net
Issue Proceeds. The maximum size of the Initial Issue is GBP250
million. If the number of Ordinary Shares to be issued under the
Initial Issue is increased, the maximum number of Ordinary Shares
available for issuance under the remainder of the Share Issuance
Programme will be reduced accordingly. The Initial Issue is not
underwritten. The Placing may be scaled back in order to satisfy
valid applications under the Open Offer, Offer for Subscription,
and the Intermediaries Offer, and Offer for Subscription and
Intermediaries Offer may be scaled back in favour of the Placing.
The Open Offer will not be scaled back. The Initial Issue may be
scaled back by the Company for any reason, including where it is
necessary to scale back allocations to ensure the Initial Issue
proceeds align with the Company's post fundraise acquisition and
leverage targets.
Any future issues under the Share Issuance Programme are
dependent on the Company's pipeline of investment opportunities,
drawings on the Company's debt facilities and market conditions and
accordingly there is no certainty that there will be any future
issues of shares under the Share Issuance Programme before its
expiry.
The Issue Price is 110.5 pence per New Ordinary Share. The Issue
Price has been set by the Board following their assessment of
market conditions and following discussions with a small number of
institutional investors.
The Offer for Subscription is only being made in the UK, but
subject to applicable law, the Company may allot and issue New
Ordinary Shares on a private placement basis to applicants in other
jurisdictions.
By choosing to participate in the Initial Issue 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 and Circular, when published, will be
submitted to the National Storage Mechanism and will shortly
thereafter be available for inspection at:
https://www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storage-mechanism
as well as on the Company's website at www.sdcleeit.com. Full
details of the Terms and Conditions of the Placing will be made
available in the Prospectus.
Expected Timetable
Initial Issue
Record Date for entitlement under 31 August 2021
the Open Offer
Open Offer, Placing, Offer for On or around 2 September
Subscription and Intermediaries 2021
Offer open
Ex-entitlement Date of the Open On or around 2 September
Offer 2021
Distribution to Qualifying Non-Crest 2 September 2021
Shareholders of the Open Offer
Application Form
Open Offer Entitlements and Excess As soon as possible after
Open Offer Entitlements credited 8:00 a.m. on 3 September
to stock accounts in CREST of 2021
Qualifying CREST Shareholders
Latest recommended time and date 4.30 p.m. on 10 September
for requested withdrawal of Open 2021
Offer Entitlements and Excess
CREST Open Offer Entitlements
from CREST
Latest time and date for depositing 3.00 p.m. on 13 September
Open Offer Entitlements and Excess 2021
CREST Open Offer Entitlements
in CREST
Latest time and date for splitting 3.00 p.m. on 14 September
of Open Offer Application Forms 2021
Latest time and date for receipt 11.00 a.m. on 16 September
of Open Offer Application Forms 2021
and payments in full under the
Open Offer and settlement of relevant
CREST instructions (as appropriate)
Latest time and date for applications 11.00 a.m. on 16 September
under the Offer For Subscription 2021
Latest time and date for placing 3.00 p.m. on 16 September
commitments under the Initial 2021
Placing
Initial Admission and dealings 8.00 a.m. on 21 September
in the Issue Shares commence 2021
CREST Accounts credited with uncertificated As soon as practicable after
Issue Shares 8.00 a.m. on 21 September
2021
Where applicable, definitive share Week commencing 6 October
certificates dispatched by post 2021
in the week commencing
Other Key Dates
Results of the Initial Issue announced 17 September 2021
General Meeting ("GM") 20 September 2021
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
ISIN of existing Ordinary Shares GB00BGHVZM47
SEDOL of Ordinary Shares BGHVZM4
ISIN of the Open Offer Entitlements GB00BMW3XZ61
SEDOL of the Open Offer Entitlements BMW3XZ6
ISIN of the Excess Open Offer Entitlements GB00BMW3Y088
SEDOL of the Excess Open Offer Entitlements BMW3Y08
Ticker SEIT
Unless otherwise defined, capitalised terms used in this
announcement shall have the same meaning as set out in the
Prospectus published on 2 September 2021.
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
Harry Spooner
TB Cardew T: +44 (0) 20 7930 0777
Ed Orlebar M: +44 (0) 7738 724 630
Joe McGregor E: seeit@tbcardew.com
(1) Based on a Portfolio Value as at the latest published
valuation date (31 March 2021) with subsequent investments included
at cost.
Important Information
This announcement is an advertisement only and is being made in
connection with the Prospectus, which will be submitted to the
National Storage Mechanism and will shortly thereafter be available
for inspection at:
https://www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storage-mechanism
, as well as on the Company's website at www.sdcleeit.com . The
Prospectus will be approved by the FCA, but such approval should
not be understood as an endorsement by the FCA of the Ordinary
Shares offered or admitted to trading on a regulated market. The
Company urges potential investors to read the Prospectus in full
before making an investment decision in order to fully understand
the potential risks and rewards associated with the decision to
invest in the Ordinary Shares.
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. 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.
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 Company. 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
announcement are targets only. There is no guarantee that any
returns set out in this announcement 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 Initial Issue and
the Share Issuance Programme, 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 .
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: the FCA's PROD3 Rules on product governance
within the FCA Handbook (the "FCA PROD3 Rules"), and disclaiming
all and any liability, whether arising in tort, contract or
otherwise, which any "manufacturer" (for the purposes of the FCA
PROD3 Rules) may otherwise have with respect thereto, the Ordinary
Shares the subject of the Initial Issue or the Share Issuance
Programme (or any class of C Shares the subject of a Subsequent
Placing) have been subject to a product approval process, which has
determined that such Ordinary Shares or any class of C 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 FCA Glossary; and (ii)
eligible for distribution through all distribution channels as are
permitted by PROD3 (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, Distributors
should note that: the price of the Ordinary Shares or any class of
C Shares may decline and investors could lose all or part of their
investment; the Ordinary Shares or any class of C Shares offer no
guaranteed income and no capital protection; and an investment in
the Ordinary Shares or any class of C 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 Initial Issue or any Subsequent Placing. Furthermore, it is
noted that, notwithstanding the Target Market Assessment, Jefferies
will only procure investors who meet the criteria of professional
clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of the FCA PROD3 Rules; 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 Ordinary
Shares or any class of C Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Ordinary Shares or any class of
C 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
IOEFFFILAEILIIL
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