TIDMTRIG
RNS Number : 0916K
Renewables Infrastructure Grp (The)
31 August 2021
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN OR INTO, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE
REPUBLIC OF SOUTH AFRICA.
This announcement has been determined to contain inside
information for the purposes of the market abuse regulation (EU)
No.596/2014.
This announcement is an advertisement and not a prospectus.
Investors should not purchase or subscribe for any transferable
securities referred to in this announcement except on the basis of
information contained in the SIP Prospectus (as defined herein).
This announcement is not an offer to sell, or a solicitation of an
offer to acquire, securities in the United States or in any other
jurisdiction in which the same would be unlawful. 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.
Investec Bank plc (Investec Bank) is authorised in the United
Kingdom by the Prudential Regulation Authority and regulated by the
Financial Conduct Authority and the Prudential Regulation
Authority. Investec Europe Limited (trading as Investec Europe,
Investec Europe and together with Investec Bank, Investec) is
regulated in Ireland by the Central Bank of Ireland. Liberum
Capital Limited (Liberum and together with Investec, the Joint
Bookrunners) is authorised and regulated in the United Kingdom by
the Financial Conduct Authority. Investec and Liberum are acting
exclusively for the Company in connection with the matters
described in this announcement and are not acting for or advising
any other person, or treating any other person as their respective
client, in relation thereto and will not be responsible for
providing the regulatory protection afforded to their respective
clients or advice to any other person in relation to the matters
contained herein. This does not exclude any responsibilities or
liabilities of either of the Joint Bookrunners under the Financial
Services and Markets Act 2000 (FSMA) or the regulatory regime
established thereunder.
The Renewables Infrastructure Group Limited (the "Company" or
"TRIG")
Proposed issue of equity under the Company's Share Issuance
Programme
31 August 2021
The Board of TRIG announces that it proposes to issue further
New Ordinary Shares by way of a non-pre-emptive issue at a price of
124p (the Issue Price) under its Share Issuance Programme (the
Issue).
The Issue Price represents a discount of 3.6 per cent. to the
mid-market closing share price of 128.6p on 27 August 2021 and a
discount of 5.9 per cent. to the 30 day volume weighted average
price of 131.7p and a premium of 8.5 per cent. to the last reported
NAV of 114.3p (as at 30 June 2021).
The Board believes that it is in the interests of the Company
and Shareholders as a whole to issue further New Ordinary Shares
with net proceeds used to repay amounts drawn under its RCF (the
Revolving Credit Facility) and near-term funding requirements.
The RCF is currently approximately GBP141 million drawn
following investments made earlier in the year.
Further attractive investment opportunities are under
consideration, and the Company is at an advanced stage of
negotiations to acquire a portfolio of Solar PV assets located on
the Iberian Peninsula (the Iberian Solar Portfolio) although there
can be no guarantee that this investment will be completed.
Further details of the Issue
The Issue is being made under the Share Issuance Programme put
in place by the Company on 5 March 2021 pursuant to which, over a
12 month period, the Company is able to issue up to 600 million New
Ordinary Shares and/or C Shares (the Share Issuance Programme). To
date, 195 million New Ordinary Shares have been issued under the
Share Issuance Programme, in March 2021.
The net proceeds of the Issue will be used to repay amounts
drawn under the RCF and to meet near-term funding requirements.
The Directors, in consultation with the Joint Bookrunners and
the Investment Manager, will take into account the near-term
funding requirement of any acquisition in respect of which terms
have been agreed before the closing of the Issue, including the
Iberian Solar Portfolio, when determining the size of the
Issue.
The Issue will be a Placing Only Issue for the purposes of the
Share Issuance Programme and will be made pursuant to the
prospectus published by the Company on 5 March 2021 (comprising the
summary, registration document and securities note of that date) as
supplemented by a supplementary prospectus dated 6 August 2021 in
respect of publication of the Company's Interim Report for the six
months ended 30 June 2021 (together, the SIP Prospectus). The New
Ordinary Shares issued pursuant to the Issue will be issued on the
terms and conditions set out in Appendix 1 (Terms and Conditions of
the Initial Placing and each Placing Only Issue) to the securities
note which forms part of the SIP Prospectus.
Investec Bank plc and Liberum Capital Limited are acting as
Joint Bookrunners in respect of the Issue.
Applications for Admission
Applications will be made to the Financial Conduct Authority for
admission of the New Ordinary Shares to the premium segment of the
Official List and to London Stock Exchange plc for admission to
trading of the New Ordinary Shares on its main market for listed
securities (the Main Market), (together, Admission). It is expected
that Admission will become effective, and that dealings in the New
Ordinary Shares on the Main Market will commence, on 17 September
2021.
Expected Timetable
Latest time and date for receipt 3:30pm on Tuesday, 14 September
of orders under the Placing
Announcement of results of the Wednesday, 15 September
Issue
--------------------------------
New Ordinary Shares issued to Wednesday, 15 September
investors on a T+2 basis
--------------------------------
Admission and commencement of 8.00am on Friday, 17 September
dealings in New Ordinary Shares
--------------------------------
Notes:
-- All references are to London time unless otherwise indicated.
-- The times and dates set out in the expected timetable and
mentioned throughout this announcement may, in certain
circumstances, be adjusted by the Company (with the prior approval
of the Joint Bookrunners). In the event that such dates and/or
times are changed, the Company will notify investors through a
Regulatory Information Service provider to the London Stock
Exchange.
Captalised terms shall have the meanings attributed to them in
the SIP Prospectus unless otherwise defined in this
announcement.
LEI: 213800N06Q7Q7HMOMT20
Enquiries:
InfraRed Capital Partners Limited +44 (0) 20 7484 1800
Richard Crawford
Phil George
Minesh Shah
Mohammed Zaheer
Investec Bank plc +44 (0) 20 7597 4000
Lucy Lewis
Denis Flanagan
Tom Skinner
Neil Brierley (Sales)
Will Barnett (Sales)
Dominic Waters (Sales)
Liberum Capital Limited +44 (0) 20 3100 2000
Chris Clarke
Darren Vickers
Owen Matthews
Andrew Davies (Sales)
Jack Kershaw (Sales)
James Shields (Sales)
Maitland/AMO +44 (0) 20 7353 4200
Rhys Jones
Charles Withey
Notes
The Company
The Renewables Infrastructure Group ("TRIG" or the "Company") is
a leading London-listed renewable energy infrastructure investment
company. The Company seeks to provide shareholders with an
attractive long-term, income-based return with a positive
correlation to inflation by focusing on strong cash generation
across a diversified portfolio of predominantly operating
projects.
TRIG is invested in a portfolio of over 75 wind, solar and
battery storage projects with aggregate net generating capacity of
over 1.9GW, enough renewable power for over 1.5 million homes and
displacing over 1.6 million tonnes of carbon emissions per annum.
TRIG is seeking further suitable investment opportunities which fit
its stated Investment Policy.
Further details can be found on TRIG's website at
www.trig-ltd.com .
Investment Manager
TRIG's Investment Manager is InfraRed Capital Partners Limited
("InfraRed") which has successfully invested in over 200
infrastructure projects since 1997. InfraRed is a leading
international investment manager focused on infrastructure and real
estate. It operates worldwide from offices in London, Hong Kong,
New York, Seoul, Sydney and Mexico City. With over 190
professionals it manages in excess of USD 12 billion of equity
capital in multiple private and listed funds, primarily for
institutional investors across the globe. InfraRed is authorised
and regulated by the Financial Conduct Authority.
The infrastructure investment team at InfraRed consists of over
100 investment professionals, all with an infrastructure investment
background and a broad range of relevant skills, including private
equity, structured finance, construction, renewable energy and
facilities management.
InfraRed implements best-in-class practices to underpin asset
management and investment decisions, promotes ethical behaviour and
has established community engagement initiatives to support good
causes in the wider community. InfraRed is a signatory of the
Principles of Responsible Investment.
Further details can be found on InfraRed's website at
www.ircp.com .
Operations Manager
TRIG's Operations Manager is Renewable Energy System ("RES"),
one of the world's largest independent renewable energy
companies.
RES has been at the forefront of wind energy development for
over 40 years, with the expertise to develop, engineer, construct,
finance and operate projects around the globe. RES has developed or
constructed onshore and offshore wind, solar, energy storage and
transmission projects totalling more than 19GW in capacity. RES
supports over 7.5GW of operational assets worldwide for a large
client base. Headquartered in Hertfordshire, UK, RES is active in
10 countries and has over 3,000 employees engaged in renewables
globally.
RES is an expert at optimising energy yields, with a strong
focus on safety and sustainability. Further details can be found on
the website at www.res-group.com .
Important Information
The contents of this announcement, which has been prepared by
and is the sole responsibility of the Company, have been approved
by InfraRed Capital Partners Limited solely for the purposes of
section 21(2)(b) of FSMA.
The New 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 with any securities regulatory authority
of any state or other jurisdiction of the United States and may not
be offered, sold, exercised, resold, transferred or delivered,
directly or indirectly, in or into the United States or to or for
the account or benefit of any U.S. Person (within the meaning of
Regulation S under the U.S. Securities Act) except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the U.S. Securities Act and in
compliance with any applicable securities laws of any state or
other jurisdiction in the United States. In addition, the Company
has not been, and will not be, registered under the United States
Investment Company Act of 1940, as amended, (the U.S. Investment
Company Act), nor will InfraRed Capital Partners Limited be
registered as an investment adviser under the United States
Investment Advisers Act of 1940, as amended (the U.S. Investment
Advisers Act), and investors will not be entitled to the benefits
of the U.S. Investment Company Act or the U.S. Investment Advisers
Act.
This Announcement does not constitute an offer to sell or issue
or a solicitation of an offer to buy or subscribe for New Ordinary
Shares in any jurisdiction including, without limitation, the
United States, Australia, Canada, Japan or South Africa or any
other jurisdiction in which such offer or solicitation is or may be
unlawful (an Excluded Territory). This Announcement and the
information contained therein are not for publication or
distribution, directly or indirectly, to persons in an Excluded
Territory unless permitted pursuant to an exemption under the
relevant local law or regulation in any such jurisdiction.
No application to market the New Ordinary Shares has been made
by the Company under the relevant private placement regimes in any
member state of the EEA other than in the Republic of Ireland,
Sweden, the Netherlands, Norway and Finland. No marketing of New
Ordinary Shares in any member state of the EEA other than the
Republic of Ireland, Sweden, the Netherlands, Norway and Finland
will be undertaken by the Company save to the extent that such
marketing is permitted by the AIFM Directive as implemented in the
Relevant Member State.
The distribution of this Announcement, and/or the issue of New
Ordinary Shares in certain jurisdictions may be restricted by law
and/or regulation. No action has been taken by the Company, the
Joint Bookrunners or any of their respective affiliates as defined
in Rule 501(b) under the U.S. Securities Act (as applicable in the
context used, Affiliates) that would permit an offer of the New
Ordinary Shares or possession or distribution of this Announcement
or any other publicity material relating to the New Ordinary Shares
in any jurisdiction where action for that purpose is required
(other than the United Kingdom, the Republic of Ireland, the
Netherlands, Norway and Finland). Persons receiving this
Announcement are required to inform themselves about and to observe
any such restrictions.
The Joint Bookrunners are acting for the Company and for no one
else in connection with the Issue and the other matters referred to
in this Announcement and will not be responsible to anyone other
than the Company for providing the protections afforded to clients
of the Joint Bookrunners or for providing advice in relation to the
Issue, or any other matters referred to herein.
Information for 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, in the UK being the FCA's
Product Intervention and Governance Sourcebook (PROD) (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 have been subject to a product approval
process, which has determined that such New Ordinary Shares are:
(i) compatible with an end target market of (a) retail 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 and (b) 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 for each type of investor (the Target Market
Assessment).
Notwithstanding the Target Market Assessment, distributors
should note that: the price of the New Ordinary Shares may decline
and investors could lose all or part of their investment; the New
Ordinary Shares offer no guaranteed income and no capital
protection; and an investment in the New 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 risk 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. Furthermore, it is noted
that, notwithstanding the Target Market Assessment, the Joint
Bookrunners will only contact prospective investors through the
Issue 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 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.
Each distributor is responsible for undertaking its own target
market assessment in respect of the New Ordinary Shares and
determining appropriate distribution channels.
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END
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