REG - Downing Renew& Infra - Scheme of Arrangement becomes Effective

Downing Renewables & Infrastructure TrustAnnouncement

04/11/2025 07:00

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RNS Number : 0867G  Downing Renewables & Infrastructure  04 November 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

 
 
                 4 November 2025

 

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 2006

 

SCHEME OF ARRANGEMENT BECOMES EFFECTIVE

 

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 Group 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 "Scheme"). A circular
in relation to the Scheme was published and posted to DORE Shareholders on 10
July 2025 (the "Scheme Document").

Further to the announcement made on 31 October 2025 that the Court has
sanctioned the Scheme, the Court Order has now been delivered to the Registrar
of Companies and, accordingly, the recommended cash acquisition for DORE by
Bidco has now become effective in accordance with its terms. Pursuant to the
Scheme, the entire issued and to be issued share capital of DORE is now owned
by the Bagnall Group.

Scheme Shareholders on the register of members of DORE at the Scheme Record
Time, being 6.00 p.m. on 3 November 2025, will receive 102.6016 pence in cash
for each Scheme Share held. Settlement of the cash consideration due to Scheme
Shareholders will occur within 14 days.

Dealings in DORE Shares will be suspended with effect from 7.30 a.m. (London
time) today, 4 November 2025. The cancellation of admission to trading of DORE
Shares on the London Stock Exchange's main market for listed securities and
delisting of DORE Shares from the Financial Conduct Authority's Official List
is expected to take effect at 8.00 a.m. on 5 November 2025.

As a result of the Scheme having become Effective, share certificates in
respect of DORE Shares have ceased to be valid documents of title and
entitlements to DORE Shares held in uncertificated form in CREST are being
cancelled.

Director changes

DORE announces that, as a result of the Scheme becoming Effective, Hugh
Little, Joanna Holt, Astrid Skarheim Onsum and Ashley Paxton, have resigned
from the DORE Board. Sean Moore, Ingrid Edmund and Thames Street Services
Limited have been appointed to the DORE Board as of the Scheme becoming
Effective earlier today.

General

DORE is no longer in an "Offer Period" as defined in the Code and accordingly
the dealing disclosure requirements previously notified to investors no longer
apply.

Full details of the Acquisition are set out in the Scheme Document. Unless
otherwise defined, all capitalised terms in this announcement shall have the
same meaning given to them in the Scheme Document, a copy of which is
available on DORE's website at https://www.doretrust.com/announcement
(https://www.doretrust.com/announcement) .

All references in this announcement to times are to times in London.

 

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

 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 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 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.

 

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.

 

 

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 are
contained in the Scheme Document.

 

The Acquisition is 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 has been made
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 in the Scheme Document has 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.

 

 

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.

 

 

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

 

 

Publication on websites

 

A copy of this announcement (as well as 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. 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.

 

 

 

 

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