REG - Downing Renew& Infra - Disclosure under Rule 2.10

Downing Renewables & Infrastructure TrustAnnouncement

Yesterday 14:45

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250702:nRSB4608Pa&default-theme=true

RNS Number : 4608P  Downing Renewables & Infrastructure  02 July 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

FOR IMMEDIATE RELEASE

 
 
 
                   2 July 2025

Disclosure under Rule 2.10(c) of the City Code on Takeovers and Mergers (the
"Code") in respect of the

 

RECOMMENDED CASH ACQUISITION

of

DOWNING RENEWABLES & INFRASTRUCTURE TRUST PLC

by

POLAR NIMROD TOPCO LIMITED

(a newly formed vehicle, wholly-owned by Bagnall Energy Limited)

to be implemented by means of a Court-sanctioned scheme of arrangement under
Part 26 of the Companies Act

 

Update on letter of intent given by Hawksmoor Investment Management Limited
("Hawksmoor")

On 20 June 2025, the boards of directors of Downing Renewables &
Infrastructure Trust plc ("DORE") and Bagnall Energy Limited ("Bagnall")
announced that they had reached agreement on the terms of a recommended cash
acquisition, pursuant to which Polar Nimrod Topco Limited ("Bidco"), a wholly
owned subsidiary of Bagnall, will acquire the entire issued and to be issued
ordinary share capital of DORE that the Bagnall Goup does not already own (the
"Acquisition") to be effected by means of a Court-sanctioned scheme of
arrangement under Part 26 of the Companies Act 2006 (the "Rule 2.7
Announcement") .

Unless otherwise defined in this announcement, capitalised words and phrases
used in this announcement shall have the same meanings given to them in the
Rule 2.7 Announcement.

As set out in the Rule 2.7 Announcement, Bidco and Bagnall had received
certain non-binding letters of intent to, inter alia, vote in favour of the
Scheme at the Court Meeting and in favour of the Resolutions to be proposed at
the General Meeting.

The non-binding a letter of intent given by Hawksmoor related to a total of
6,402,668 DORE Shares, representing approximately 3.76 per cent of DORE's
issued ordinary share capital (excluding any shares held in treasury) and
approximately 5.06 per cent of Scheme Voting Shares as at the Latest
Practicable Date (the "Hawksmoor Letter of Intent").

On 1 July 2025, Hawksmoor confirmed that it sold 2,930,000 DORE Shares that
were subject to the Hawksmoor Letter of Intent (the "Sold Shares") and that it
was, therefore, no longer in a position to vote the Sold Shares in favour of
the Scheme at the Court Meting and in favour of the Resolutions to be proposed
at the General Meeting.

As a result, following completion of the sale of the Sold Shares:

·    the total number of DORE Shares which are subject to the Hawksmoor
Letter of Intent has reduced to 3,472,668 DORE Shares, representing
approximately 2.04 per cent of DORE's issued ordinary share capital (excluding
any shares held in treasury) and 2.74 per cent of the Scheme Voting Shares, as
at close of business on 1 July 2025, being the last Business Day prior to
this announcement; and

 

·    the total number of DORE Shares which are subject to irrevocable
undertakings and  letters of intent has reduced to 25,596,111 DORE Shares,
representing approximately 15.04 per cent of DORE's issued ordinary share
capital (excluding any shares held in treasury) and 20.23 per cent of the
Scheme Voting Shares, as at close of business on 1 July 2025, being the last
Business Day prior to this announcement.

 

Enquiries:

 Dickson Minto Advisers (Financial Adviser to Bidco and Bagnall)

 Douglas Armstrong

 Andrew Manson                                                                   Tel: +44 (0) 20 7649 6823

                                                                                 Tel: +44 (0) 131 200 1605

 Bagnall                                                                         Tel: +44 (0) 20 7416 7780

 James Watson (Chair)

 Tony McGing

 Judith MacKenzie

 Camarco (PR Adviser to Bagnall)                                                 E: projectsnow@camarco.co.uk
 Jennifer Renwick                                                                Tel: +44 7928 471 013
 Rebecca Waterworth                                                              Tel: +44 7780 503 708

 DORE                                                                            via Singer Capital Markets

 Hugh Little (Chair)

 Singer Capital Markets (Financial Adviser, Rule 3 Adviser and Corporate Broker  Tel: +44 (0) 20 7496 3000
 to DORE)

 Alaina Wong

 Sam Butcher

 Jalini Kalaravy

 Cardew Group (PR Adviser to DORE)                                               E: DORE@cardewgroup.com

 Ed Orlebar                                                                      Tel: +44 (0) 20 7930 0777

 Tania Wild                                                                      +44 (0)7738 724630

 Henry Crane                                                                     +44 (0)7425 536903

                                                                                 +44 (0)7918 207157

 

Dickson Minto LLP is acting as legal adviser to Bidco and Bagnall.

 

Gowling WLG (UK) LLP is acting as legal adviser to DORE.

 

Important notices relating to financial advisers

 

Singer Capital Markets Advisory LLP ("Singer Capital Markets"), which is
authorised and regulated in the United Kingdom by the FCA, is acting as
Financial Adviser exclusively to DORE and no one else in connection with the
matters described in this announcement and will not regard any other person as
its client in respect thereof or be responsible to anyone other than DORE for
providing the protections afforded to clients of Singer Capital Markets or its
affiliates nor for providing advice in connection with any matter referred to
in this announcement. Neither Singer Capital Markets nor any of its affiliates
(nor their respective directors, officers, employees or agents) owes or
accepts any duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Singer Capital Markets or its affiliates in
connection with this announcement, any statement contained herein, the
Acquisition, the Scheme or otherwise. No representation or warranty, express
or implied, is made by Singer Capital Markets as to the contents of this
announcement.

 

Dickson Minto Advisers LLP ("Dickson Minto Advisers"), which is authorised and
regulated in the United Kingdom by the FCA, is acting as Financial Adviser
exclusively to Bidco and Bagnall and no-one else in connection with the
matters described in this announcement and will not regard any other person as
its client in respect thereof or be responsible to anyone other than Bidco or
Bagnall for providing the protections afforded to clients of Dickson Minto
Advisers or its affiliates nor for providing advice in connection with any
matter referred to in this announcement. Neither Dickson Minto Advisers nor
any of its affiliates (nor their respective directors, officers, employees or
agents) owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Dickson Minto Advisers or its
affiliates in connection with this announcement, any statement contained
herein, the Acquisition, the Scheme or otherwise. No representation or
warranty, express or implied, is made by Dickson Minto Advisers as to the
contents of this announcement.

 

Further information

 

This announcement is for information purposes only. It is not intended to, and
does not, constitute or form part of any offer, invitation or the solicitation
of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of any securities or the solicitation of any vote or approval in any
jurisdiction pursuant to the Acquisition or otherwise, nor shall there be any
sale, issuance or transfer of securities in DORE in any jurisdiction in
contravention of applicable law. The Acquisition will be made solely through
the Scheme Document (or, in the event that the Acquisition is to be
implemented by means of a Takeover Offer, the Offer Document), which will
contain the full terms and conditions of the Acquisition, including details of
how to vote in respect of the Scheme. Any voting decision or response in
relation to the Acquisition should be made solely on the basis of the Scheme
Document (or, in the event that the Acquisition is to be implemented by means
of a Takeover Offer, the Offer Document). DORE and Bidco urge DORE
Shareholders to read the Scheme Document carefully when it becomes available
because it will contain important information relating to the Acquisition.

 

The statements contained in this announcement are made as at the date of this
announcement, unless some other time is specified in relation to them, and the
release of this announcement shall not give rise to any implication that there
has been no change in the facts set out in this announcement since such date.
This announcement does not constitute a prospectus or a prospectus equivalent
document.

 

No person should construe the contents of this announcement as legal,
financial or tax advice. If you are in any doubt about the contents of this
announcement or the action you should take, you are recommended to seek your
own independent financial advice immediately from your stockbroker, bank
manager, solicitor, accountant, or independent financial adviser duly
authorised under FSMA if you are resident in the United Kingdom or, if not,
from another appropriately authorised independent financial adviser.

 

Overseas shareholders

 

This announcement has been prepared in accordance with, and for the purpose
of, complying with English law, the Code, MAR, the DTRs and the UK Listing
Rules, and the information disclosed may not be the same as that which would
have been disclosed if this announcement had been prepared in accordance with
the laws of jurisdictions outside England.

 

The release, publication or distribution of this announcement in, into or from
jurisdictions other than the United Kingdom may be restricted by law and/or
regulation and therefore any persons who are not resident in the United
Kingdom or who are subject to the laws of any jurisdiction other than the
United Kingdom (including Restricted Jurisdictions) should inform themselves
about, and observe any applicable legal or regulatory requirements. In
particular, the ability of persons who are not resident in the United Kingdom
or who are subject to the laws of any jurisdiction other than the United
Kingdom to participate in the Acquisition or to vote their Scheme Voting
Shares or DORE Shares (as applicable) in respect of the Scheme at the Court
Meeting or the Resolutions at the General Meeting, or to appoint another
person as proxy to vote at the Court Meeting or the General Meeting on their
behalf, may be affected by the laws of the jurisdictions in which they are
located or to which they are subject. Any failure to comply with the
applicable legal or regulatory requirements of any jurisdiction may constitute
a violation of the securities laws and regulations of any such jurisdiction.
To the fullest extent permitted by applicable law, the companies, advisers and
persons involved in the Acquisition disclaim any responsibility or liability
for the violation of such restrictions by any person.

 

Unless otherwise determined by Bidco or required by the Code, and permitted by
applicable law and regulation, the Acquisition shall not be made available,
directly or indirectly, in, into or from a Restricted Jurisdiction or any
other jurisdiction where to do so would violate the laws or regulations in
that jurisdiction and no person may vote in favour of the Acquisition by use
of the mails or any other means or instrumentality (including, without
limitation, facsimile, e-mail or other electronic transmission, telex or
telephone) of interstate or foreign commerce of, or any facility of a
national, state or other securities exchange of, any Restricted Jurisdiction
or from within any Restricted Jurisdiction or any other jurisdiction if to do
so would constitute a violation of the laws of that jurisdiction.

 

Copies of this announcement and any formal documentation relating to the
Acquisition are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in, into or from any Restricted
Jurisdiction or any other jurisdiction where to do so would constitute a
violation of the laws or regulations of such  jurisdiction and persons
receiving such documents (including custodians, nominees and trustees) must
not mail or otherwise forward, distribute or send them in, into or from any
Restricted Jurisdiction or any other jurisdiction where to do so would
constitute a violation of the laws or regulations of such jurisdiction. Doing
so may render invalid any related purported vote in respect of, or acceptance
of, the Acquisition.

 

If the Acquisition is implemented by way of a Takeover Offer (unless otherwise
permitted by applicable law or regulation), the Takeover Offer may not be
made, directly or indirectly, in or into, or by use of the mails or any other
means or instrumentality (including, without limitation, facsimile, e-mail or
other electronic transmission, telex or telephone) of interstate or foreign
commerce of, or any facility of a national, state or other securities exchange
of, any Restricted Jurisdiction and the Takeover Offer will not be capable of
acceptance by any such use, means, instrumentality or facility or from or
within any Restricted Jurisdiction.

 

The availability of the Acquisition to DORE Shareholders who are not resident
in the United Kingdom may be affected by the laws of the jurisdiction in which
they are resident. Persons who are not resident in the United Kingdom should
inform themselves of, and observe, any applicable requirements.

 

Further details in relation to DORE Shareholders in overseas jurisdictions
will be contained in the Scheme Document.

 

The Acquisition will be subject to the applicable requirements of the
Companies Act, the Court, the Code, the Panel, the FCA, the London Stock
Exchange and the Registrar of Companies.

 

Additional information for US investors

 

The Acquisition relates to the shares of an English company and is expected to
be implemented by means of a scheme of arrangement provided for under the
Companies Act. A transaction implemented by means of a scheme of arrangement
is not subject to the tender offer rules or the proxy solicitation rules under
the US Exchange Act. The Acquisition is subject to the disclosure requirements
and practices applicable to a scheme of arrangement involving a target company
in England whose shares are traded on the main market of the London Stock
Exchange, which differ from the disclosure requirements of the US tender offer
and proxy solicitation rules.

 

The financial information with respect to DORE included in this announcement
or that may be included in the Scheme Document (or, if the Acquisition is
implemented by way of a Takeover Offer, the Offer Document) has been or will
have been prepared in accordance with accounting standards applicable in the
UK and may not therefore be comparable to the financial information of US
companies or companies whose financial statements are prepared in accordance
with generally accepted accounting principles in the US. Generally accepted
accounting principles in the US differ in certain significant respects from
accounting standards applicable in the UK.

 

If, in the future, Bidco exercises its right to implement the Acquisition by
way of a Takeover Offer

and determines to extend the Takeover Offer into the US, the Acquisition will
be made in compliance with applicable US laws and regulations, including
Section 14(e) of the US Exchange Act and Regulation 14E thereunder.

 

The receipt of cash pursuant to the Acquisition by US DORE Shareholders as
consideration for the transfer of DORE Shares pursuant to the Scheme may be a
taxable transaction for US federal income tax purposes and under applicable US
state and local, as well as foreign and other, tax laws. Each DORE Shareholder
(including each US DORE Shareholder) is urged to consult their own
independent professional adviser immediately regarding the legal and tax
consequences of the Acquisition applicable to them.

 

Neither the SEC nor any US state securities commission has approved or
disapproved or passed judgment upon the fairness or the merits of the
Acquisition or determined if this announcement is adequate, accurate or
complete. Any representation to the contrary is a criminal offence in the US.

 

Each of DORE and Bidco is incorporated under the laws of England and Wales. In
addition, some or all of their respective officers and directors reside
outside the US, and some or all of their respective assets are or may be
located in jurisdictions outside the US. Therefore, investors may have
difficulty effecting service of process within the US upon those persons or
recovering against DORE or Bidco or their respective officers or directors on
judgments of US courts, including judgments based upon the civil liability
provisions of US federal securities laws. Further, it may be difficult to
compel a non-US company and its affiliates to subject themselves to a US
court's judgment. It may not be possible to sue DORE or Bidco or their
respective officers or directors in a non-US court for violations of US
securities laws.

 

In accordance with normal United Kingdom practice and pursuant to Rule
14e-5(b) of the US Exchange Act, to the extent applicable, Bidco or its
nominees or brokers (acting as agents) may from time to time make certain
purchases of, or arrangements to purchase, DORE Shares outside of the US,
other than pursuant to the Acquisition, until the date on which the
Acquisition becomes Effective, lapses or is otherwise withdrawn in compliance
with applicable law, including the US Exchange Act. These purchases may occur
either in the open market at prevailing prices or in private transactions at
negotiated prices. Any information about such purchases or arrangements to
purchase will be disclosed as required in the United Kingdom, will be reported
via a Regulatory Information Service and will be available on the London Stock
Exchange website at www.londonstockexchange.com.

 

Further details in relation to US investors in DORE will be contained in the
Scheme Document.

 

Disclosure requirements of the Code

 

Under Rule 8.3(a) of the Code, any person who is interested in one per cent.
or more of any class of relevant securities of an offeree company or of any
securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the
commencement of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified. An Opening Position
Disclosure must contain details of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no
later than 3.30 p.m. (London time) on the 10th Business Day following the
commencement of the offer period and, if appropriate, by no later than 3.30
p.m. (London time) on the 10th Business Day following the announcement in
which any securities exchange offeror is first identified. Relevant persons
who deal in the relevant securities of the offeree company or of a securities
exchange offeror prior to the deadline for making an Opening Position
Disclosure must instead make a Dealing Disclosure.

 

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in
one per cent. or more of any class of relevant securities of the offeree
company or of any securities exchange offeror must make a Dealing Disclosure
if the person deals in any relevant securities of the offeree company or of
any securities exchange offeror. A Dealing Disclosure must contain details of
the dealing concerned and of the person's interests and short positions in,
and rights to subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any securities exchange offeror(s), save to the
extent that these details have previously been disclosed under Rule 8. A
Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no
later than 3.30 p.m. (London time) on the Business Day following the date of
the relevant dealing.

 

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.

 

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).

 

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. You should contact the Panel's Market Surveillance Unit on
+44 (0)20 7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.

 

Publication on websites

 

A copy of this announcement, the Scheme Document and the documents required to
be published pursuant to Rule 26 of the Code will be made available (subject
to certain restrictions relating to persons resident in Restricted
Jurisdictions), free of charge, on DORE's website at
https://www.doretrust.com/announcement and on Bagnall's website at
https://www.downing.co.uk/offer by no later than 12 noon (London time) on the
first Business Day following the date of this announcement.

 

Neither the contents of these websites nor any website accessible from
hyperlinks is incorporated into or forms part of this announcement.

 

Requesting hard copy documents

 

In accordance with Rule 30.3 of the Code, DORE Shareholders and persons with
information rights may request a hard copy of this announcement, free of
charge, by contacting DORE's registrar, MUFG Corporate Markets (UK) Limited
("MUFG Corporate Markets") in accordance with the procedure set out
below. DORE Shareholders and persons with information rights may also request
that all future documents, announcements and information to be sent to them in
relation to the Acquisition be sent in hard copy form. For persons who have
received a copy of this announcement in electronic form or via a website
notification, a hard copy of this announcement will not be sent to you unless
you have previously notified DORE's registrar, MUFG Corporate Markets, that
you wish to receive all documents in hard copy form or unless requested in
accordance with the procedure set out below.

 

If calling from within the United Kingdom, you should contact MUFG Corporate
Markets on 0371 664 0300, or if calling from outside the United Kingdom, you
should call +44 (0) 371 664 0300 or by submitting a request in writing by post
to MUFG Corporate Markets, Central Square, 29 Wellington Street, Leeds LS1 4DL
or by email to shareholderenquiries@cm.mpms.mufg.com. Calls are charged at
the standard geographic rate and will vary by provider. Calls from outside the
United Kingdom will be charged at the applicable international rate. Lines are
open between 09:00 -17:30, Monday to Friday excluding public holidays in
England and Wales.

 

Rounding

 

Certain figures included in this announcement and the Scheme Document have
been subjected to rounding adjustments. Accordingly, figures shown for the
same category presented in different tables may vary slightly and figures
shown as totals in certain tables may not be an arithmetic aggregation of the
figures that precede them.

 

 

 

 

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 (mailto:rns@lseg.com)
 or visit
www.rns.com (http://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 (https://www.lseg.com/privacy-and-cookie-policy)
.   END  MSCBXGDRBXGDGUD