REG - Renew Infra Grp Ld - Acquisition, Market Update, Proposed Equity Issue
17/03/2022 07:00
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RNS Number : 0586F Renewables Infrastructure Grp (The) 17 March 2022
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.
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 any of the Joint
Bookrunners under the Financial Services and Markets Act 2000 (FSMA) or the
regulatory regime established thereunder.
17 March 2022
The Renewables Infrastructure Group Limited
(TRIG" or the Company, a London-listed investment company advised by InfraRed
Capital Partners (InfraRed) as Investment Manager and RES (Renewable Energy
Systems) as Operations Manager)
Acquisition of interest in Hornsea One offshore wind farm, power prices and
production update, Revolving Credit Facility capacity increase and proposed
Issue of Equity
· Acquisition of 7.8% equity interest in Hornsea One, the world's
largest operational offshore wind farm
· Significant increase in near-term power prices and above budget
production in January and February 2022, with a positive impact on NAV
· Launch of placing of new ordinary shares on a bookbuild basis (with
a floor price of 130p per share), closing at midday on Thursday, 24 March 2022
· Revolving Credit Facility capacity increased to £600m
· Webcast at 9:30am UK time Thursday, 17 March 2022
Acquisition
The Board of TRIG announces that the Company has exchanged contracts to
acquire a 7.8% equity interest in the Hornsea One offshore wind farm in the UK
(the Project or Hornsea One) from Global Infrastructure Partners. Following
completion of the transaction, which is expected to take place at the end of
H1 2022, Hornsea One will represent approximately 8% of TRIG's portfolio, by
value.
Hornsea One benefits from an inflation-linked Contract-for-Difference ("CfD")
subsidy with 13 years remaining. It is the world's largest operational
offshore wind farm and covers an area of 407km(2). The wind farm is located
approximately 120km off the Yorkshire coast of England and has demonstrated
strong operational performance since operations commenced in 2020. The Project
generates enough clean electricity to power 1,000,000 homes.
Hornsea One was developed and built by Orsted, utilising 174 Siemens 7MW
turbines. Orsted operates the windfarm under a long-term operations and
maintenance agreement.
TRIG's investment in the Project is subject to regulatory and lender consents,
which are expected to be received in the coming months.
Power prices and generation update
The start of 2022 has seen strong wind levels and significantly elevated power
prices.
Production and captured power prices have been above budget in the two-month
period to 28 February 2022, with particularly strong wind resource in
February, and this is estimated to contribute an additional c. 1p/share above
budgeted performance to the Company's Net Asset Value since 31 December 2021.
Power price forwards for 2022 and 2023 (and their volatility) have increased
since those used in the valuation of the Company's portfolio as at 31 December
2021 (the "Portfolio Valuation"). Approximately 30% of the revenues for 2022
of the underlying investments across TRIG's portfolio are not fixed and
exposed to merchant power prices (consistent with the level as at 31 December
2021). It should be noted that power prices and their forwards are
particularly volatile at the present time and that the outturn prices may be
materially different to the forward prices at a particular point in time.
However, were the increase in power price forwards since 31 December 2021 to
15 March 2022 used in an assessment of the fair market value of the Company's
portfolio, and assuming on-budget generation for the remainder of 2022 and for
2023, the Company's Net Asset Value per share might increase by a further c. 2
to 4p/share.
The lower end of this range is based on the average of the 2022 and 2023 GB
power price forwards since 1 January 2022 to 15 March 2022 and the upper end
of this range is based on the average of the power price forwards since the
escalation of the conflict in Ukraine on 24 February 2022 to 15 March 2022.
The table below sets out these data points:
£/MWh 2022 2023
31 December 2021 £175/MWh £115/MWh
Approximate average forwards from 1 January 2022 to 15 March 2022 £200/MWh £145/MWh
Approximate average forwards from 24 February 2022 to 15 March 2022 £245/MWh £175/MWh
The indicated potential impact of the elevated power price forwards takes the
average forwards shown above and deducts c. 15% for cannibalisation and a
further c. 20% to recognise the risk of being able to capture these levels
given that the outturn of power prices could be lower, particularly as a lack
of liquidity in the power markets at these elevated levels makes it difficult
to fix at these prices. This is consistent with the approach that the Company
adopted in deriving the Portfolio Valuation used in the 31 December 2021
audited accounts.
The Company will next undertake a formal valuation exercise for the 30 June
2022 interim results.
Revolving Credit Facility
The Company's ESG-linked Revolving Credit Facility ("RCF") capacity, which
enables the Company to act as a cash buyer of investments, has been increased
from £500m to £600m. The RCF is £73m drawn and covers the existing
commitments relating to the construction of the Ranasjö, Salsjö and
Grönhult windfarms and the Cadiz solar projects of £231m which become due
over the next two years as well as the equity commitments to the Hornsea One
transaction announced today and due on the completion of that acquisition. The
RCF has an expiry date of 31 December 2023.
Proposed issue of equity and pipeline
Following the acquisition of the stake in Hornsea One and with the Investment
Manager continuing to see attractive opportunities across TRIG's core markets,
the Company is proposing to issue new ordinary shares ("New Ordinary Shares")
by way of a non-pre-emptive tap issuance (the "Issue").
Bookbuild
The Issue will be launched immediately following this announcement, when
Investec and Liberum (who are acting as Joint Bookrunners to the Issue) will
commence a bookbuilding process to determine the level of demand from
potential investors for participation in the Issue.
The New Ordinary Shares are not being offered at a fixed price. To bid in the
bookbuild, investors should communicate their bid (or bids) by telephone to
their usual sales contact at Investec or Liberum as the case may be. Each bid
should state the number of New Ordinary Shares for which the prospective
investor wishes to subscribe and the price or price range that the prospective
investor is offering to pay; any bid price must be for a full pence or half
pence amount.
The number of New Ordinary Shares to be issued and the price per New Ordinary
Share (the "Strike Price") will be agreed between Investec, Liberum and the
Company following close of the bookbuild at noon on Thursday, 24 March 2022,
and announced shortly thereafter.
Investors should note that the Strike Price will not be less than 130.0p.
Investec, Liberum and the Company reserve the right to set a maximum number of
New Ordinary Shares that may be allocated to any one investor.
The Issue will be made to relevant persons (as defined in the appendix to this
announcement (the "Appendix")) through the Joint Bookrunners and will be
subject to the terms and conditions set out in the Appendix.
Use of proceeds
The net proceeds of the Issue will be used to repay amounts drawn under the
RCF and to meet near-term funding requirements.
The New Ordinary Shares will be issued under the general authority to disapply
pre-emption rights over 10 per cent. of the Company's ordinary share capital
which was taken at the annual general meeting of the Company held on 5 May
2021.
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 28
March 2022.
Expected timetable
Latest time and date for receipt of orders under the Issue Midday on Thursday, 24 March 2022
Announcement of results of the Issue Thursday, 24 March 2022
New Ordinary Shares issued to investors on a T+2 basis Thursday, 24 March 2022
Admission and commencement of dealings in New Ordinary Shares 8.00am on Monday, 28 March 2022
The times and dates set out above in the Expected Timetable may be adjusted by
the Company in consultation with the Joint Bookrunners in which event a
further announcement will be made through an RIS. All references are to London
time.
Webcast
The Company will be hosting a short webcast to discuss this announcement at
9:30am UK time today.
To register for the call and to submit questions, please email
trig-maitlandamo@maitland.co.uk (mailto:trig-maitlandamo@maitland.co.uk)
Helen Mahy, CBE, Chairman of TRIG, said:
"We are only too conscious that these are extremely difficult times, and our
hearts go out to those so tragically affected by the fighting within Europe.
We believe that, against this uncertain geopolitical backdrop, it remains
important to continue to finance renewables projects and play our part not
only in the decarbonisation of the energy sector, but also contributing to
security of power supply for the UK and the EU. In these challenging times, we
are grateful for the continuing support of our shareholders."
Richard Crawford, of InfraRed Capital Partners, said:
"Hornsea One is a flagship project globally for the offshore wind sector. As
with each of TRIG's four UK offshore wind investments, Hornsea One's
inflation-indexed subsidy will contribute to the Company's strategy to balance
subsidised and unsubsidised revenues and to deliver sustainable returns to
shareholders.
This investment is coupled with an increase to the Company's Revolving Credit
Facility and an issue of equity. These financing arrangements will contribute
to funding the acquisition as well as the Company's construction projects, and
provide headroom to pursue an attractive pipeline of opportunities and further
progress our portfolio diversification strategy."
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
Will Barnett (Sales)
Neil Brierley (Sales)
Alice Douglas (Sales)
Jack Kershaw (Sales)
Dominic Waters (Sales)
Liberum Capital
Limited
+44 (0) 20 3100 2000
Chris Clarke
Darren Vickers
Owen Matthews
Tom Biltcliffe (Sales)
Andrew Davies (Sales)
James Shields (Sales)
Maitland/AMO
+44 (0) 20 7379 5151
Rhys Jones
Charles Withey
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 wind, solar and battery storage projects
spread across the UK, Ireland, France, Germany, Spain and Sweden with
aggregate net generating capacity of over 2.2GW, enough renewable power for
over one million homes and displacing over 1.3 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
(http://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. It operates worldwide from offices in London, New York, Seoul
and Sydney. With 165 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 85 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
(http://www.ircp.com/) .
Operations Manager
TRIG's Operations Manager is RES ("Renewable Energy Systems"), the world's
largest independent renewable energy company.
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 22GW in capacity. RES supports over 9GW 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 (http://www.res-group.com/) .
IMPORTANT INFORMATION
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE TAP ISSUE. THIS
ANNOUNCEMENT (INCLUDING THE APPENDIX) IS DIRECTED ONLY AT PERSONS SELECTED BY
INVESTEC BANK PLC OR INVESTEC EUROPE LIMITED (TRADING AS INVESTEC EUROPE)
(ACTING ON BEHALF OF INVESTEC BANK PLC IN CERTAIN JURISDICTIONS IN THE EEA)
AND LIBERUM CAPITAL LIMITED (THE "JOINT BOOKRUNNERS") WHO ARE "INVESTMENT
PROFESSIONALS" FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "FPO") OR "HIGH NET
WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC" FALLING WITHIN ARTICLE 49(2)
OF THE FPO OR TO PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED
UNDER THE FPO (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS"). ONLY RELEVANT PERSONS MAY PARTICIPATE IN THE TAP ISSUE AND THE
TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY
PERSONS WHO ARE NOT RELEVANT PERSONS.
THE NEW ORDINARY SHARES THAT ARE THE SUBJECT OF THE TAP ISSUE ARE NOT BEING
OFFERED OR SOLD TO ANY PERSON IN THE UNITED KINGDOM OR THE EUROPEAN ECONOMIC
AREA ("EEA"), OTHER THAN TO PERSONS WHO ARE BOTH (I) "QUALIFIED INVESTORS" AS
DEFINED IN ARTICLE 2(E) OF THE UK PROSPECTUS REGULATION OR ARTICLE 2(E) OF THE
EU PROSPECTUS REGULATION (AS APPLICABLE), WHICH INCLUDES LEGAL ENTITIES WHICH
ARE REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (IN THE UK) OR ENTITIES WHICH
ARE NOT SO REGULATED WHOSE CORPORATE PURPOSE IS SOLELY TO INVEST IN SECURITIES
AND (II) PERSONS TO WHOM THE NEW ORDINARY SHARES MAY BE LAWFULLY MARKETED
UNDER THE UK AIFMD LAWS OR THE EU ALTERNATIVE INVESTMENT FUND MANAGERS
DIRECTIVE OR THE APPLICABLE IMPLEMENTING LEGISLATION (IF ANY) OF THE MEMBER
STATE OF THE EEA IN WHICH SUCH PERSON IS DOMICILED OR IN WHICH SUCH PERSON HAS
A REGISTERED OFFICE (AS APPLICABLE).
The New Ordinary Shares have not been and will not be registered under the
U.S. 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 (as defined below), and accordingly may not be offered, sold or
transferred within the United States of America, its territories or
possessions, any State of the United States or the District of Columbia (the
"United States") except pursuant to an exemption from, or in a transaction not
subject to, registration under the U.S. Securities Act. The Tap Issue is being
made (i) outside the United States in reliance on the exemption from the
registration requirements of the U.S. Securities Act provided by Regulation S
and (ii) to persons located inside the United States or to U.S. Persons that
are ''qualified institutional buyers'' (as the term is defined in Rule 144A
under the U.S. Securities Act) that are also ''qualified purchasers'' within
the meaning of section 2(A)(51) of the U.S. Investment Company Act in reliance
on an exemption from registration provided by section 4(A)(2) under the U.S.
Securities Act. The Company has not been and will not be registered under the
U.S. Investment Company Act of 1940, as amended (the "U.S. Investment Company
Act") and investors will not be entitled to the benefits of the U.S.
Investment Company 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.
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. Persons receiving this
Announcement are required to inform themselves about and to observe any such
restrictions. All offers of the New Ordinary Shares in Canada will be made
pursuant to an exemption to the prospectus requirement as set out in section
2.3 of National Instrument 45-106 - Prospectus Exemptions. The terms and
conditions set out in this Announcement are for information purposes only and,
in the cases of persons who are resident of Canada or otherwise subject to the
securities laws of Canada, this Announcement is intended only for persons that
are "permitted clients" as defined in National Instrument 31-103 -
Registration Requirements, Exemptions and Ongoing Registrant Obligations.
Investec Bank plc ("Investec Bank") which is authorised in the United Kingdom
by the Prudential Regulation Authority and regulated by the Financial Conduct
Authority (the "FCA") and the Prudential Regulation Authority, Investec Europe
Limited (trading as Investec Europe "Investec Europe") acting as agent on
behalf of Investec Bank in certain jurisdictions in the EEA (together Investec
Bank and Investec Europe hereinafter in this Appendix referred to as
"Investec") is regulated in Ireland by the Central Bank of Ireland, and
Liberum Capital Limited ("Liberum", and together with Investec, the "Joint
Bookrunners", is authorised and regulated in the United Kingdom by the FCA.
Each of Investec and Liberum are acting exclusively for the Company and for
no-one else in connection with the Tap Issue, will not regard any other person
as their respective clients in relation to the Tap Issue 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 Tap Issue or any of the other matters referred to herein. This
does not exclude any responsibilities or liabilities of any of the Joint
Bookrunners under FSMA or the regulatory regime established thereunder.
Information to 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; (c) local implementing measures; and/or
(d) (where applicable to UK investors or UK firms) the relevant provisions of
the UK MiFID Laws (including 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 the 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, (b) investors who meet the
criteria of professional clients and (c) eligible counterparties, each as
defined in MiFID II; and (ii) eligible for distribution through all
distribution channels as are permitted by MiFID II (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 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 Tap Issue. Furthermore, it is noted that,
notwithstanding the Target Market Assessment, the Joint Bookrunners will only
contact prospective Applicants for participation in the Tap 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 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.
Definitions of certain capitalised terms used in this section and in the
Appendix are contained in paragraph 13 of the Appendix.
Appendix
Terms and Conditions of the Tap Issue
1. General
1.1 By participating in the issue referred to in this
Announcement (the "Tap Issue") each applicant for New Ordinary Shares (an
"Applicant") is deemed to have read and understood this Announcement
(including this Appendix) in its entirety and to be providing the
representations, warranties, undertakings, agreements and acknowledgements
contained in this Appendix.
1.2 Each Applicant which confirms its agreement (whether
orally or in writing) to Investec and/or to Liberum to subscribe for New
Ordinary Shares under the Tap Issue will be bound by these terms and
conditions and will be deemed to have accepted them.
1.3 The Company and/or Investec and/or Liberum may require any
Applicant to agree to such further terms and/or conditions and/or give such
additional warranties and/or representations as it (in its absolute
discretion) sees fit and/or may require any such Applicant to execute a
separate letter (a "Tap Issue Letter"). The terms and conditions contained in
any Tap Issue Letter shall be supplemental and in addition to the terms and
conditions contained in this Appendix.
2. Agreement to Acquire New Ordinary Shares
2.1 Conditional upon:
(a) Admission occurring and becoming effective by 8.00
a.m. (London time) on the date indicated in this Announcement (or such later
time and/or date, not being later than 31 March 2022, as the Company and the
Joint Bookrunners may agree);
(b) the Tap Issue Agreement between the Company, Infrared
Capital Partners Limited (the "Investment Manager") and the Joint Bookrunners
dated 12 March 2018 (as amended) (the "Tap Issue Agreement") becoming
otherwise unconditional in all respects in relation to the Tap Issue, (save as
to the Admission of the New Ordinary Shares) and not having been terminated on
or before Admission; and
(c) Investec and/or Liberum confirming to the Applicants
their allocation of the relevant New Ordinary Shares,
an Applicant agrees to become a member of the Company and agrees to subscribe
for those New Ordinary Shares allocated to it by Investec and/or Liberum at
the Strike Price per New Ordinary Share (the "Issue Price"), provided that the
Applicant applied to acquire New Ordinary Shares under the Tap Issue at a
price equal to or greater than the Strike Price.
2.2 To the fullest extent permitted by law, each Applicant
acknowledges and agrees that it will not be entitled to exercise any remedy of
rescission at any time. This does not affect any other rights the Applicant
may have.
3. Payment for New Ordinary Shares
3.1 Each Applicant must pay the Issue Price for the New
Ordinary Shares issued to or for the benefit of the Applicant in the manner
and by the time directed by Investec and/or Liberum. If any Applicant fails to
pay as so directed and/or by the time required, the relevant Applicant's
application for the New Ordinary Shares shall, at the Joint Bookrunners'
discretion, either be accepted or rejected in which case paragraphs 4.4 or 7.5
of these terms and conditions shall apply to such application respectively.
4. Participation in, and principal terms of, the Tap Issue
4.1 Prospective Applicants will be identified and contacted
by the Joint Bookrunners.
4.2 The latest time and date for receipt of commitments under
the Tap Issue is midday on 24 March 2022. The Joint Bookrunners reserve the
right to bring this date forward, or to extend the timetable at their
discretion, provided that the closing date will not be later than 31 March
2022.
4.3 The Joint Bookrunners will re‐contact and confirm
orally or in writing to Applicants the size of their respective allocations
and a trade confirmation will be dispatched as soon as possible thereafter.
The Joint Bookrunners' oral or written confirmation of the size of allocations
and each Applicant's oral commitment to accept the same or such lesser number
as determined in accordance with paragraph 4.4 below will constitute a legally
binding agreement pursuant to which each such Applicant will be required to
accept the number of New Ordinary Shares allocated to the Applicant at the
Issue Price and otherwise on the terms and subject to the conditions set out
in this Appendix.
4.4 The Company (after consultation with the Joint
Bookrunners, the Investment Manager and the Operations Manager) reserves the
right to scale back the number of New Ordinary Shares to be subscribed by any
Applicant in the event of an oversubscription in the Tap Issue. The Company
and the Joint Bookrunners also reserve the right not to accept offers to
subscribe for New Ordinary Shares or to accept such offers in part rather than
in whole. The Joint Bookrunners shall be entitled to effect the Tap Issue by
such method as they shall in their sole discretion jointly determine. To the
fullest extent permissible by law, neither the Joint Bookrunners, nor any
holding company of the Joint Bookrunners, nor any subsidiary, branch or
affiliate of the Joint Bookrunners (each an "Affiliate") nor any person acting
on behalf of any of the foregoing shall have any liability to Applicants (or
to any other person whether acting on behalf of an Applicant or otherwise). In
particular, none of the Joint Bookrunners, nor any Affiliate thereof nor any
person acting on their behalf shall have any liability to Applicants in
respect of their conduct of the Tap Issue. No commissions will be paid to
Applicants or directly by Applicants in respect of the New Ordinary Shares.
4.5 Each Applicant's obligations will be owed to the Company and to
the Joint Bookrunners. Following the oral or written confirmation(s) referred
to above, each Applicant will have an immediate, separate, irrevocable and
binding obligation, owed to the Joint Bookrunners, to pay to the Joint
Bookrunners (or as the Joint Bookrunners may direct) in cleared funds an
amount equal to the product of the Issue Price and the number of New Ordinary
Shares which such Applicant has agreed to acquire under the Tap Issue.
Commitments under the Tap Issue, once made, cannot be withdrawn without the
consent of the Directors. The Company shall allot such New Ordinary Shares to
each Applicant (or to any of the Joint Bookrunners for onward transmission to
the relevant Applicant) following each Applicant's payment to the Joint
Bookrunners of such amount.
4.6 Each Applicant agrees to indemnify on demand and hold
each of the Joint Bookrunners, the Company, the Investment Manager and the
Operations Manager and its and their respective Affiliates harmless from any
and all costs, claims, liabilities and expenses (including legal fees and
expenses) arising out of or in connection with any breach of the
acknowledgements, undertakings, representations, warranties and agreements set
forth in these terms and conditions as supplemented by any Tap Issue Letter.
4.7 All obligations of the Joint Bookrunners under the Tap
Issue will be subject to fulfilment of the conditions referred to below under
"Conditions".
5. Conditions
5.1 The Tap Issue is conditional upon the Tap Issue Agreement
becoming unconditional in relation to the Tap Issue and not having been
terminated in accordance with its terms. The conditions in the Tap Issue
Agreement are customary for an agreement of this nature and include (inter
alia) Admission occurring in relation of the New Ordinary Shares and none of
the representations and warranties given by the Company and the Investment
Manager being breached or untrue in any material respect.
5.2 If the Tap Issue does not become unconditional and/or
the Tap Issue Agreement is terminated, the Tap Issue will lapse and each
Applicant's rights and obligations under the Tap Issue shall cease and
determine at such time and no claim may be made by an Applicant in respect
thereof. The Joint Bookrunners shall have no liability to any Applicant (or to
any other person whether acting on behalf of an Applicant or otherwise) in
respect of any decision they may make as to whether or not to waive or to
extend the time and/or date for the satisfaction of any condition relating to
the Tap Issue in the Tap Issue Agreement or in respect of the Tap Issue
generally.
5.3 By participating in the Tap Issue, each Applicant agrees that its
rights and obligations hereunder terminate only in the circumstances described
above and will not be capable of rescission or termination by the Applicant.
5.4 By participating in the Tap Issue, each Applicant agrees
with the Joint Bookrunners that the exercise by the Joint Bookrunners of any
right of termination or other discretion under the Tap Issue Agreement shall
be within the absolute discretion of the Joint Bookrunners and that the Joint
Bookrunners need not make any reference to the Applicant in this regard and
that, to the fullest extent permitted by law, the Joint Bookrunners shall not
have any liability whatsoever to the Applicant in connection with any such
exercise.
6. No Prospectus
6.1 The Tap Issue is only available to Relevant Persons that are
identified and contacted by the Joint Bookrunners and the New Ordinary Shares
will only be offered in such a way as to not require a prospectus in Guernsey,
the United Kingdom or elsewhere. No offering document or prospectus has been
or will be submitted to be approved by the Guernsey Financial Services
Commission nor the States of Guernsey Policy Council nor the FCA in relation
to the Tap Issue and Applicants' commitments will be made solely on the basis
of the information contained in this Announcement (including this Appendix)
and information that has been published by the Company in accordance with the
Disclosure Guidance and Transparency Rules, UK MAR and the Company's
pre-investment disclosure document prepared in accordance with the UK AIFMD
Laws and the EU AIFM Directive (the "Disclosure Document" and collectively
"Regulatory Information").
6.2 Each Applicant, by accepting a participation in the Tap Issue,
agrees that the content of this Announcement, including this Appendix, is
exclusively the responsibility of the Company and confirms to the Joint
Bookrunners, the Company, the Investment Manager and the Operations Manager
that it has neither received nor relied on any other information (other than
the Regulatory Information), representation, warranty, or statement made by or
on behalf of the Company or the Joint Bookrunners (other than the amount of
the relevant Applicant participation in the oral or written confirmation given
to Applicants and the trade confirmation referred to elsewhere in this
Appendix), any of their respective Affiliates, any person acting on behalf of
the Company, the Investment Manager or the Operations Manager and neither the
Joint Bookrunners, nor any of their Affiliates, nor any person acting on their
behalf, nor the Company, nor the Investment Manager or the Operations Manager
will be liable for any Applicant's decision to participate in the Tap Issue
based on any other information, representation, warranty or statement which
the Applicant may have obtained or received (regardless of whether or not such
information, representation, warranty or statement was given or made by or on
behalf of such persons). By participating in the Tap Issue, each Applicant
acknowledges to and agrees with the Joint Bookrunners for itself and as agents
for the Company, that it has relied on its own investigation of the business,
financial or other position of the Company in accepting a participation in the
Tap Issue, and confirms that it has understood the risks of investing in the
Company and acquiring New Ordinary Shares and has read the risk factors
detailed in the Company's latest annual report and financial statements, in
the Company's most recently published prospectus and in the Disclosure
Document, each of which are available on the Company's website
www.trig-ltd.com/. Each Applicant also acknowledges that it has had an
opportunity to review and access the information on the Company's ongoing
charges detailed in the Regulatory Information. Nothing in this paragraph
shall exclude the liability of any person for fraudulent misrepresentation.
7. Registration and settlement
7.1 Settlement of transactions in the relevant New Ordinary
Shares following their Admission will take place within the CREST system,
using the DVP mechanism, subject to certain exceptions. The Joint Bookrunners
reserve the right to require settlement for and delivery of the relevant New
Ordinary Shares to Applicants by such other means as they may deem necessary,
if delivery or settlement is not possible or practicable within the CREST
system within the timetable set out in this Announcement (including this
Appendix) or would not be consistent with the regulatory requirements in the
Applicant's jurisdiction.
7.2 Each Applicant allocated New Ordinary Shares in the Tap Issue
will be sent a trade confirmation stating the number of New Ordinary Shares
allocated to it, the aggregate amount owed by such Applicant to the Joint
Bookrunners and settlement instructions. Applicants should settle against
CREST Participant ID: 331 for Investec or CREST Participant ID: 7BUAG for
Liberum, depending on which of the Joint Bookrunners has sent the Applicant
the trade confirmation. Each Applicant agrees that it will do all things
necessary to ensure that delivery and payment is completed in accordance with
either the standing CREST or certificated settlement instructions which it has
in place with the relevant Joint Bookrunner.
7.3 It is expected that settlement will be on a T+2 basis in
accordance with the instructions set out in the trade confirmation. Trade
confirmations will be despatched on or around 23 March 2022 and this will also
be the trade date in respect thereof.
7.4 Interest is chargeable daily on payments not received
from Applicants on the due date in accordance with the arrangements set out
above at the rate of 2 percentage points above the base rate of Barclays Bank
Plc.
7.5 Each Applicant is deemed to agree that if it does not
comply with these obligations, the Joint Bookrunners may sell any or all of
the New Ordinary Shares allocated to the Applicant on such Applicant's behalf
and retain from the proceeds, for their own account and profit, an amount
equal to the aggregate amount owed by the Applicant plus any interest due. The
Applicant will, however, remain liable for any shortfall below the aggregate
amount owed by such Applicant and it may be required to bear any tax or other
charges (together with any interest or penalties) which may arise upon the
sale of such New Ordinary Shares on such Applicant's behalf.
7.6 If New Ordinary Shares are to be delivered to a custodian or
settlement agent, the Applicant should ensure that the trade confirmation is
copied and delivered immediately to the relevant person within that
organisation.
7.7 Insofar as New Ordinary Shares are registered in the
Applicant's name or that of its nominee or in the name of any person for whom
the Applicant is contracting as agent or that of a nominee for such person,
such New Ordinary Shares will, subject as provided below, be so registered
free from any liability to PTM levy, stamp duty or stamp duty reserve tax. If
there are any circumstances in which any other stamp duty or stamp duty
reserve tax is payable in respect of the issue of the New Ordinary Shares,
neither the Joint Bookrunners nor the Company shall be responsible for the
payment thereof. Applicants will not be entitled to receive any fee or
commission in connection with the Tap Issue.
8. Representations and Warranties
By participating in the Tap Issue, each Applicant will (for itself and any
person(s) procured by it to acquire New Ordinary Shares and any nominee(s) for
any such person(s)) be deemed to acknowledge, agree, represent and warrant to
each of the Company, the Investment Manager, the Operations Manager and the
Joint Bookrunners that:
8.1 it has carried out its own investigation of the Company and
the New Ordinary Shares and has read this Announcement, including this
Appendix, in its entirety and acknowledges that its acquisition of New
Ordinary Shares is subject to and based upon all the terms, conditions,
representations, warranties, indemnities, acknowledgements, agreements and
undertakings and other information contained herein and undertakes not to
redistribute or duplicate this Announcement (including this Appendix);
8.2 no offering document or prospectus has been prepared in
connection with the New Ordinary Shares and represents and warrants that it
has not received a prospectus or other offering document in connection
therewith (provided that the investor presentation prepared in connection with
the Tap Issue may, under applicable Canadian securities laws, be considered an
"offering memorandum" for the purposes of those securities laws);
8.3 the Ordinary Shares are listed on the premium listing
segment of the Official List of the Financial Conduct Authority, and the
Company is therefore required to publish Regulatory Information, which
includes a description of the nature of the Company's business and the
Company's most recent balance sheet and profit and loss account and that the
Applicant is able to obtain or access such information without undue
difficulty, and is able to obtain access to such information or comparable
information concerning any other publicly traded company, without undue
difficulty;
8.4 it is relying solely on this Announcement (including
this Appendix) and the Regulatory Information published by the Company prior
to Admission of the New Ordinary Shares issued pursuant to the Tap Issue and
not on any other information given, or representation or statement made at any
time, by any person concerning the Company or the Tap Issue. It agrees that
none of the Company, the Investment Manager, the Operations Manager and the
Joint Bookrunners, nor any of their respective officers, agents or employees,
will have any liability for any other information or representation. It
irrevocably and unconditionally waives any rights it may have in respect of
any other information or representation;
8.5 the content of this Announcement and the Regulatory
Information is exclusively the responsibility of the Company and (in respect
of the Regulatory Information) in addition to the Company, the persons stated
therein as accepting responsibility, and apart from the liabilities and
responsibilities, if any, which may be imposed on any of the Joint Bookrunners
under any regulatory regime, none of the Joint Bookrunners nor any person
acting on their behalf nor any of their Affiliates makes any representation,
express or implied, nor accepts any responsibility whatsoever for the contents
of this Announcement and the Regulatory Information nor for any other
statement made or purported to be made by them or on its or their behalf in
connection with the Company, the New Ordinary Shares or the Tap Issue,
including but without limitation any Key Information Document published by the
Company in accordance with UK PRIIPs Laws (and/or the EU PRIIPs Regulation);
8.6 if the laws of any territory or jurisdiction outside the
United Kingdom are applicable to its agreement to acquire New Ordinary Shares
under the Tap Issue, it warrants that it has complied with all such laws,
obtained all governmental and other consents which may be required, complied
with all requisite formalities and paid any issue, transfer or other taxes due
in connection with its application in any territory and that it has not taken
any action or omitted to take any action which will result in the Company, the
Investment Manager, the Operations Manager, or any of the Joint Bookrunners or
any of their respective Affiliates, officers, agents or employees acting in
breach of the regulatory or legal requirements, directly or indirectly, of any
territory or jurisdiction outside the United Kingdom in connection with the
Tap Issue;
8.7 it does not have a registered address in, and is not a
citizen, resident or national of, any jurisdiction in which it is unlawful to
make or accept an offer of the New Ordinary Shares and it is not acting on a
non-discretionary basis for any such person;
8.8 it acknowledges that no person is authorised in connection
with the Tap Issue to give any information or make any representation other
than as contained in this Appendix or the Regulatory Information and, if given
or made, any information or representation must not be relied upon as having
been authorised by any of the Joint Bookrunners, the Company, the Investment
Manager or the Operations Manager;
8.9 it is not applying as, nor is it applying as nominee or
agent for, a person who is or may be liable to notify and account for tax
under the Stamp Duty Reserve Tax Regulations 1986 at any of the increased
rates referred to in section 67, 70, 93 or 96 (depository receipts and
clearance services) of the Finance Act 1986;
8.10 it accepts that none of the New Ordinary Shares have been or
will be registered in any jurisdiction other than the United Kingdom and that
the New Ordinary Shares may not be offered, sold or delivered, directly or
indirectly, within any Excluded Territory;
8.11 if it is applying for New Ordinary Shares in circumstances
under which the laws or regulations of a jurisdiction other than the United
Kingdom would apply, that it is a person to whom the New Ordinary Shares may
be lawfully offered under that other jurisdiction's laws and regulations;
8.12 it has not been engaged to acquire the New Ordinary Shares
(a) on behalf of any other person in the UK who is not a qualified investor
(within the meaning of Article 2(e) of the UK Prospectus Regulation) unless
the terms on which it is engaged enable it to make decisions concerning the
acceptance of offers of transferable securities on the client's behalf without
reference to the client as described in section 86(2) of FSMA or (b) where it
has been engaged to acquire New Ordinary Shares on behalf of any other person
in the EEA who is not a qualified investor (within the meaning of Article 2(e)
of the EU Prospectus Regulation) unless the offer of the New Ordinary Shares
is not treated under the EU Prospectus Regulation as having been made to such
other person;
8.13 if it is resident in the UK, (a) it is a qualified investor
within the meaning of Article 2(e) of the UK Prospectus Regulation and also a
person (i) who has professional experience in matters relating to investments
falling with Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Order"); or (ii) falling within Article
49(2)(a) to (d) ("High Net Worth Companies, Unincorporated Associations, etc")
of the Order; or (iii) to whom this Announcement (including this Appendix) may
otherwise be lawfully communicated, and (b) if it is a financial intermediary,
as that term is used in Article 5 of the UK Prospectus Regulation, that the
New Ordinary Shares acquired by it in the Tap Issue will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired with a view to
their offer or resale to, persons in the UK other than qualified investors
(within the meaning of Article 2(e) of the UK Prospectus Regulation), or in
circumstances in which the prior consent of the Joint Bookrunners has been
given to the offer or resale;
8.14 if it is a resident in the EEA:
(a) it is a qualified investor within the meaning of
Article 2(e) of the EU Prospectus Regulation; and
(b) if the relevant Member State has implemented the EU AIFM
Directive, that it is a person to whom the New Ordinary Shares may be lawfully
marketed under the EU AIFM Directive or under the applicable implementing
legislation (if any) of the relevant Member State; and
(c) if it is a financial intermediary, as that term is
used in Article 5 of the EU Prospectus Regulation, that the New Ordinary
Shares purchased by it in the Tap Issue will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired with a view to
their offer or resale to, persons in a Member State other than qualified
investors (within the meaning of Article 2(e) of the EU Prospectus
Regulation), or in circumstances in which the prior consent of the Joint
Bookrunners has been given to the offer or resale;
8.15 if it is outside the United Kingdom, neither this Announcement
(including this Appendix) nor any other information of document issued by or
on behalf of or in respect of the Company or any of the Joint Bookrunners
constitutes an invitation, offer or promotion to, or arrangement with, it or
any person whom it is procuring to subscribe for New Ordinary Shares pursuant
to the Tap Issue unless, in the relevant territory, such offer, invitation or
other course of conduct could lawfully be made to it or such person and such
documents or materials could lawfully be provided to it or such person and the
New Ordinary Shares could lawfully be distributed to and subscribed and held
by it or such person without compliance with any unfulfilled approval,
registration or other regulatory or legal requirements
8.16 if it is resident of Canada or otherwise subject to the
securities laws of Canada or is purchasing the New Ordinary Shares as
principal for a resident of Canada or person otherwise subject to the laws of
Canada (a "Canadian Purchaser"), it, and, if applicable, the principal, is a
"permitted client" as defined in National Instrument 31-103 - Registration
Requirements, Exemptions and Ongoing Registrant Obligations and is purchasing
the New Ordinary Shares pursuant to the "accredited investor" exemption to the
prospectus requirement as set out in Section 2.3 of National Instrument 45-106
- Prospectus Exemptions. Accordingly, it acknowledges that: (a) Canadian
Purchasers do not receive the benefits associated with a subscription for
securities issued pursuant to a prospectus, including the review of offering
materials by any securities regulatory authority; (b) no securities commission
or similar securities regulatory authority in Canada has reviewed or in any
way passed upon this Announcement (including this Appendix) or the merits of
the New Ordinary Shares and any representation to the contrary is an offence
under applicable Canadian securities laws; and (c) the New Ordinary Shares
will be subject to resale restrictions in accordance with National Instrument
45-102 - Prospectus Exempt Distributions and, because the Company is not a
reporting issuer in any province or territory of Canada, such resale
restrictions may never expire, and if no further statutory exemption may be
relied upon and if no discretionary order is obtained, the resale restrictions
could result in the Canadian Purchaser having to hold the New Ordinary Shares
for an indefinite period of time;
8.17 if the Applicant it is a natural person, such Applicant is
not under the age of majority (18 years of age in the United Kingdom) on the
date of it agrees to apply for New Ordinary Shares and will not be any such
person on the date any such agreement to apply under the Tap Issue is
accepted;
8.18 it has the funds available to pay in full for the New Ordinary
Shares for which it has agreed to acquire pursuant to its commitment under the
Tap Issue and that it will pay the total subscription in accordance with the
terms set out in this Appendix and, as applicable, as set out in the contract
note or other confirmation and the Tap Issue Letter (if any) on the due time
and date;
8.19 (i) it has communicated or caused to be communicated and
will communicate or cause to be communicated any invitation or inducement to
engage in investment activity (within the meaning of section 21 of FSMA)
relating to the New Ordinary Shares only in circumstances in which section
21(1) of FSMA does not require approval of the communication by an authorised
person; and (ii) no document is being issued by Investec Bank or Liberum in
its capacity as an authorised person under section 21 of FSMA;
8.20 it acknowledges that none of the Joint Bookrunners nor any
of their respective Affiliates nor any person acting on their behalf is making
any recommendations to it, advising it regarding the suitability of any
transactions it may enter into in connection with the Tap Issue or providing
any advice in relation to the Tap Issue and participation in the Tap Issue is
on the basis that it is not and will not be a client of any of the Joint
Bookrunners or any of their Affiliates and that the Joint Bookrunners and any
of their Affiliates do not have any duties or responsibilities to it for
providing the protections afforded to their respective clients or for
providing advice in relation to the Tap Issue or the Company nor in respect of
any representations, warranties, undertaking or indemnities contained in these
terms and conditions and/or in any Tap Issue Letter;
8.21 it acknowledges that where it is acquiring New Ordinary
Shares for one or more managed, discretionary or advisory accounts, it is
authorised in writing for each such account:
(a) to acquire the New Ordinary Shares for each such
account;
(b) to make on each such account's behalf the
representations, warranties and agreements set out in this Appendix; and
(c) to receive on behalf of each such account any documentation
relating to the Tap Issue in the form provided by the Company and/or any of
the Joint Bookrunners. It agrees that the provision of this paragraph shall
survive any resale of the New Ordinary Shares by or on behalf of any such
account;
8.22 it irrevocably appoints any Director and any director of any
of the Joint Bookrunners to be its agent and on its behalf (without any
obligation or duty to do so), to sign, execute and deliver any documents and
do all acts, matters and things as may be necessary for, or incidental to, its
acquisition of all or any of the New Ordinary Shares for which it has given a
commitment under the Tap Issue, in the event of its own failure to do so;
8.23 it accepts that if the Tap Issue does not proceed (for
whatever reason) then none of the Company, the Joint Bookrunners, the
Investment Manager, the Operations Manager or any of their Affiliates, nor
persons controlling, controlled by or under common control with any of them
nor any of their respective employees, agents, officers, members,
stockholders, partners or representatives, shall have any liability whatsoever
to it or any other person;
8.24 it acknowledges that any person in Guernsey involved in the
business of the Company who has a suspicion or belief that any other person
(including the Company or any person subscribing for New Ordinary Shares) is
involved in money laundering activities, is under an obligation to report such
suspicion to the Financial Intelligence Service pursuant to the Terrorism and
Crime (Bailiwick of Guernsey) Law, 2002 (as amended);
8.25 if it is acting as a "distributor" (for the purposes of the
MiFID II Product Governance Requirements):
(a) it acknowledges that the Target Market Assessment
undertaken by the Joint Bookrunners and the Investment Manager does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of EU MiFID II or the UK MiFID II Laws; 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, and each
distributor is responsible for undertaking its own target market assessment in
respect of the New Ordinary Shares and determining appropriate distribution
channels;
(b) notwithstanding any Target Market Assessment
undertaken by the Joint Bookrunners and the Investment Manager, it confirms
that it has satisfied itself as to the appropriate knowledge, experience,
financial situation, risk tolerance and objectives and needs of the investors
to whom it plans to distribute the New Ordinary Shares and that it has
considered the compatibility of the risk/ reward profile of such New Ordinary
Shares with the end target market;
(c) it acknowledges 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 risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom;
(d) it acknowledges that the Joint Bookrunners are acting
for the Company in connection with the Tap Issue and for no-one else and that
they will not treat any Applicant as their respective customers by virtue of
such application being accepted or owe any Applicant any duties or
responsibilities concerning the price of the New Ordinary Shares or concerning
the suitability of the New Ordinary Shares for the Applicant or be responsible
to the Applicant for the protections afforded to their respective customers;
and
(e) it agrees that if so required by a Joint Bookrunner or
the Investment Manager, it shall provide aggregated summary information on
sales of the New Ordinary Shares as contemplated under rule 3.3.30R of the
PROD Sourcebook and information on the reviews carried out under rules 3.3.26R
to 3.3.28R of the PROD Sourcebook;
8.26 in connection with its participation in the Tap Issue, it has
observed all relevant legislation and regulations, in particular (but without
limitation) those relating to money laundering and that its application is
only made on the basis that it accepts full responsibility for any requirement
to verify the identity of its clients and other persons in respect of whom it
has applied. In addition, it warrants that it is a person: (i) subject to the
UK Money Laundering Regulations 2017; or (ii) subject to the EU Money
Laundering Directive; or (iii) subject to the Guernsey AML Requirements; or
(iv) acting in the course of a business in relation to which an overseas
regulatory authority exercises regulatory functions and is based or
incorporated in, or formed under the law of, a country in which there are in
force provisions at least equivalent to those required by the EU Money
Laundering Directive;
8.27 it agrees that, due to anti-money laundering and the countering
of terrorist financing requirements, any of the Joint Bookrunners and/or the
Company may require proof of identity of the Applicant and related parties and
verification of the source of the payment before the application can be
processed and that, in the event of delay or failure by the Applicant to
produce any information required for verification purposes, the Joint
Bookrunners and/or the Company may refuse to accept the application and the
subscription monies relating thereto. It holds harmless and will indemnify the
Joint Bookrunners and/or the Company against any liability, loss or cost
ensuing due to the failure to process its application, if such information as
has been required has not been provided by it or has not been provided on a
timely basis;
8.28 the Joint Bookrunners and the Company (and any agent on
their behalf) are entitled to exercise any of their rights under the Tap Issue
Agreement or any other right in their absolute discretion without any
liability whatsoever to them (or any agent acting on their behalf);
8.29 the representations, undertakings and warranties contained in
this Appendix are irrevocable. It acknowledges that the Joint Bookrunners, the
Company and their respective Affiliates will rely upon the truth and accuracy
of the foregoing representations and warranties and it agrees that if any of
the representations or warranties made or deemed to have been made by its
subscription of the relevant New Ordinary Shares are no longer accurate, it
shall promptly notify the Joint Bookrunners and the Company in writing;
8.30 where it or any person acting on behalf of it is dealing
with any of the Joint Bookrunners, any money held in an account with any of
the Joint Bookrunners on behalf of it and/or any person acting on behalf of it
will not be treated as client money within the meaning of the relevant rules
and regulations of the Financial Conduct Authority which therefore will not
require the Joint Bookrunners to segregate such money, as that money will be
held by any of the Joint Bookrunners under a banking relationship and not as
trustee;
8.31 any of its clients, whether or not identified to the Joint
Bookrunners or any of their Affiliates or agents, will remain its sole
responsibility and will not become clients of the Joint Bookrunners or any of
their Affiliates or agents for the purposes of the rules of the Financial
Conduct Authority or for the purposes of any other statutory or regulatory
provision;
8.32 it accepts that the allocation of New Ordinary Shares shall be
determined by the Company (in consultation with the Joint Bookrunners and the
Investment Manager) in their absolute discretion and that such persons may
scale down any Tap Issue commitments for this purpose on such basis as they
may determine;
8.33 it is aware of the obligations regarding insider dealing in
the Criminal Justice Act 1993, the Proceeds of Crime Act 2002 and UK MAR and
confirms that it has and will continue to comply with those obligations;
8.34 time shall be of the essence as regards its obligations to
settle payment for the relevant New Ordinary Shares and to comply with its
other obligations under the Tap Issue; and
8.35 it requests, at its own initiative, that the Company (or
its agents) notifies it of all future opportunities to acquire securities in
the Company and provides it with all available information in connection
therewith.
9. United States Purchase and Transfer Restrictions
By participating in the Tap Issue, each Applicant acknowledges and agrees that
it will (for itself and any person(s) procured by it to acquire New Ordinary
Shares and any nominee(s) for any such person(s)) be further deemed to
acknowledge, agree, represent and warrant to each of the Company, the
Investment Manager, the Operations Manager and the Joint Bookrunners that:
9.1 if it is located outside the United States, it is not a U.S.
Person, it is acquiring the New Ordinary Shares in an "offshore transaction"
within the meaning of, and in reliance on, Regulation S and it is not
acquiring the New Ordinary Shares for the account or benefit of a U.S. Person;
9.2 if it is located inside the United States or is a U.S.
Person, it is a "qualified institutional buyer" (as the term is defined in
Rule 144A under the U.S. Securities Act) that is also a "qualified purchaser"
within the meaning of Section 2(a)(51) of the U.S. Investment Company Act, and
the related rules thereunder and is acquiring the New Ordinary Shares for its
own account or for the account of one or more "qualified institutional buyers"
that are also "qualified purchasers" for which it is acting as a duly
authorised agent or for a discretionary account with respect to which it
exercises sole investment discretion and not with a view to any resale,
distribution or other disposition of any such securities in violation of any
US federal or state securities laws;
9.3 it acknowledges that the New Ordinary Shares have not
been and will not be registered under 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 or sold in the United States or to, or
for the account or benefit of, U.S. Persons absent registration, or an
exemption from registration, under the U.S. Securities Act;
9.4 it acknowledges that the Company has not registered
under the U.S. Investment Company Act and that the Company has put in place
restrictions for transactions not involving any public offering in the United
States, and to ensure that the Company is not and will not be required to
register under the U.S. Investment Company Act;
9.5 it acknowledges that the Investment Manager has not
registered under the U.S. Investment Advisers Act of 1940, as amended (the
"U.S. Investment Advisers Act") and that the Company has put in place
restrictions on the sale and transfer of the New Ordinary Shares to ensure
that the Investment Manager is not and will not be required to register under
the U.S. Investment Advisers Act;
9.6 no portion of the assets used to purchase, and no
portion of the assets used to hold, the New Ordinary Shares or any beneficial
interest therein constitutes or will constitute the assets of (i) an "employee
benefit plan" as defined in Section 3(3) of the U.S. Employee Retirement
Income Security Act of 1974, as amended ("ERISA") that is subject to Title I
of ERISA; (ii) a "plan" as defined in Section 4975 of the U.S. Internal
Revenue Code of 1986, as amended (the "Code"), including an individual
retirement account or other arrangement that is subject to Section 4975 of the
Code; or (iii) 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 Code. In addition, if an investor is a
governmental, church, non-U.S. or other employee benefit plan that is subject
to any federal, state, local or non-U.S. law that is substantially similar to
the provisions of Title I of ERISA or Section 4975 of the Code, its purchase,
holding, and disposition of the New Ordinary Shares must not constitute or
result in a non-exempt violation of any such substantially similar law;
9.7 that if any New Ordinary Shares offered and sold pursuant to
Regulation S are issued in certificated form (or if a request to rematerialize
uncertificated New Ordinary Shares into certificated form), then such
certificates evidencing ownership will contain a legend substantially to the
following effect unless otherwise determined by the Company in accordance with
applicable law:
"THE RENEWABLES INFRASTRUCTURE GROUP LIMITED (THE "COMPANY") HAS NOT BEEN AND
WILL NOT BE REGISTERED UNDER THE U.S. INVESTMENT COMPANY ACT OF 1940, AS
AMENDED (THE "U.S. INVESTMENT COMPANY ACT"). IN ADDITION, THE SECURITIES OF
THE COMPANY REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE U.S. 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. ACCORDINGLY, THIS SECURITY MAY NOT BE
OFFERED, SOLD, PLEDGED, EXERCISED OR OTHERWISE TRANSFERRED WITHIN THE UNITED
STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT IN
ACCORDANCE WITH THE U.S. SECURITIES ACT OR AN EXEMPTION THEREFROM AND UNDER
CIRCUMSTANCES WHICH WILL NOT REQUIRE THE COMPANY TO REGISTER UNDER THE U.S.
INVESTMENT COMPANY ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE
SECURITIES LAWS."
provided, that if any New Ordinary Shares are being sold pursuant to paragraph
9.9 below, and if the Company is a "foreign issuer" within the meaning of
Regulation S at the time of sale, any such legend may be removed upon delivery
of the certification described in paragraph 9.9 below, and provided further,
that, if any New Ordinary Shares are being sold pursuant to paragraph 9.9
below, the legend may be removed by delivery to the Company of an opinion of
counsel of recognised standing in form and substance reasonably satisfactory
to the Company, to the effect that such legend is no longer required under
applicable requirements of the U.S. Securities Act, the U.S. Investment
Company Act or State securities laws;
9.8 if in the future, the investor decides to offer, sell,
transfer, assign or otherwise dispose of the New Ordinary Shares, it will do
so only in compliance with an exemption from, or in a transaction not subject
to, the registration requirements of the U.S. Securities Act and under
circumstances which will not require the Company to register under the U.S.
Investment Company Act. It acknowledges that any sale, transfer, assignment,
pledge or other disposal made other than in compliance with such laws and the
above stated restrictions will be subject to the compulsory transfer
provisions as provided in the Company's articles of incorporation (the
"Articles");
9.9 if it is a person described in paragraph 9.2 above and,
if in the future it decides to offer, resell, pledge or otherwise transfer any
of the New Ordinary Shares, it understands and acknowledges that the New
Ordinary Shares are "restricted securities" within the meaning of Rule 144
under the U.S. Securities Act and such New Ordinary Shares may be offered,
resold, pledged or otherwise transferred only (i) outside the United States to
non-U.S. Persons in an offshore transaction in accordance with Rule 904 of
Regulation S (including, for example, an ordinary trade over the London Stock
Exchange), provided that the Company is a "foreign issuer" within the meaning
of Regulation S at the time of sale, upon delivery to the Company of an exit
certificate executed by the transferor in a form reasonably satisfactory to
the Company, (ii) in a transaction that does not require registration under
the U.S. Securities Act or any applicable United States securities laws and
regulations or require the Company to register under the U.S. Investment
Company Act, subject to delivery to the Company of a US investor
representation letter executed by the transferee in a form reasonably
satisfactory to the Company, or (iii) to the Company;
9.10 it is purchasing the New Ordinary Shares for its own
account or for one or more investment accounts for which it is acting as a
fiduciary or agent, in each case for investment only, and not with a view to
or for sale or other transfer in connection with any distribution of the New
Ordinary Shares in any manner that would violate the U.S. Securities Act, the
U.S. Investment Company Act or any other applicable securities laws;
9.11 it acknowledges that the Company reserves the right to make
inquiries of any holder of the New Ordinary Shares or interests therein at any
time as to such person's status under the U.S. federal securities laws and to
require any such person that has not satisfied the Company that holding by
such person will not violate or require registration under the U.S. securities
laws to transfer such New Ordinary Shares or interests in accordance with the
Articles;
9.12 it acknowledges and understands that the Company is
required to comply with the U.S. Foreign Account Tax Compliance Act ("FATCA")
and the CRS and that the Company will follow FATCA's and CRS's extensive
reporting and FATCA's withholding requirements from their effective date. The
Applicant agrees to furnish any information and documents the Company may from
time to time request, including but not limited to information required under
FATCA or the CRS;
9.13 it is entitled to acquire the New Ordinary Shares under the
laws of all relevant jurisdictions which apply to it, it has fully observed
all such laws and obtained all governmental and other consents which may be
required thereunder and complied with all necessary formalities and it has
paid all issue, transfer or other taxes due in connection with its acceptance
in any jurisdiction of the New Ordinary Shares and that it has not taken any
action, or omitted to take any action, which may result in the Company, the
Investment Manager, the Operations Manager or the Joint Bookrunners, or their
respective Affiliates, directors, officers, agents, employees and advisers
being in breach of the laws of any jurisdiction in connection with the Tap
Issue or its acceptance of participation in the Tap Issue;
9.14 it has received, carefully read and understands this
Announcement (including this Appendix), and has not, directly or indirectly,
distributed, forwarded, transferred or otherwise transmitted this Announcement
(including this Appendix) or any other materials concerning the Company or the
New Ordinary Shares to within the United States or to any U.S. Persons, nor
will it do any of the foregoing;
9.15 if it is acquiring any New Ordinary Shares as a fiduciary
or agent for one or more accounts, the investor has sole investment discretion
with respect to each such account and full power and authority to make such
foregoing representations, warranties, acknowledgements and agreements on
behalf of each such account.; and
9.16 the Company, the Investment Manager, the Operations
Manager, the Joint Bookrunners and their respective, directors, officers,
agents, employees, advisers and others will rely upon the truth and accuracy
of the foregoing representations, warranties, acknowledgments and agreements.
If any of the representations, warranties, acknowledgments or agreements
made by the Applicant are no longer accurate or have not been complied with,
the Applicant will immediately notify the Company in writing.
10. Supply and Disclosure of Information
If any of the Joint Bookrunners, the Company or any of their agents requests
any information in connection with an Applicant's agreement to subscribe for
New Ordinary Shares under the Tap Issue or to comply with any relevant
legislation, such Applicant must promptly disclose it to them.
11. Data Protection
11.1 Each Applicant acknowledges that it has been informed that,
pursuant to applicable data protection legislation (including the UK GDPR, the
EU GDPR and the DP Law) and regulatory requirements in Guernsey and/or the
EEA, as appropriate (the "DP Legislation") the Company, the Administrator
and/or the Registrar hold their personal data.
11.2 The Company, the Administrator and the Registrar will
process such personal data at all times in compliance with DP Legislation and
shall only process such information for the purposes set out in the Company's
privacy notice (the "Purpose") which is available for consultation on the
Company's website: https://www.trig
(https://www.trig-ltd.com/investor-relations/corporate-documents)
-ltd.com/investor-relations/corporate-documents (the "Privacy Notice").
11.3 Any sharing of personal data between parties will be carried out
in compliance with DP Legislation and as set out in the Company's Privacy
Notice.
11.4 In providing the Company, the Administrator or the
Registrar with personal data, the Applicant hereby represents and warrants to
the Company, , the Administrator and the Registrar that:
(a) it complies in all material aspects with its data controller
obligations under DP Legislation, and in particular, it has notified any data
subject of the purposes for which personal data will be used and by which
parties it will be used and it has provided a copy of the Privacy Notice to
such relevant data subjects; and
(b) where consent is legally competent and/or required under DP
Legislation, the Applicant has obtained the consent of any data subject to the
Company, the Administrator and the Registrar and their respective affiliates
and group companies, holding and using their personal data for the purposes
(including the explicit consent of the data subjects for the processing of any
sensitive personal data for the purposes).
11.5 Each Applicant acknowledges that by submitting personal
data to the Company, the Administrator or Registrar (acting for and on behalf
of the Company) where the Applicant is a natural person, he or she (as the
case may be) represents and warrants that (as applicable) he or she has read
and understood the terms of the Privacy Notice.
11.6 Each Applicant acknowledges that by submitting personal
data to the Company, the Administrator or the Registrar (acting for and on
behalf of the Company) where the Applicant is not a natural person, it
represents and warrants that:
(a) it has brought the Privacy Notice to the attention of any
underlying data subjects on whose behalf or account the Applicant may act or
whose personal data will be disclosed to the Company as a result of the
Applicant agreeing to subscribe for New Ordinary Shares under the Tap Issue;
and
(b) the Applicant has complied in all other respects with all
applicable data protection legislation in respect of disclosure and provision
of personal data to the Company.
11.7 Where the Applicant acts for or on account of an underlying data
subject or otherwise discloses the personal data of an underlying data
subject, he/she/it shall, in respect of the personal data it processes in
relation to or arising in relation to the Tap Issue:
(a) comply with all applicable data protection
legislation;
(b) take appropriate technical and organisational measures
against unauthorised or unlawful processing of the personal data and against
accidental loss or destruction of, or damage to the personal data;
(c) if required, agree with the Company, the Administrator
and the Registrar (as applicable), the responsibilities of each such entity as
regards relevant data subjects' rights and notice requirements; and
(d) immediately on demand, fully indemnify the Company, the
Administrator and the Registrar (as applicable) and keep them fully and
effectively indemnified against all costs, demands, claims, expenses
(including legal costs and disbursements on a full indemnity basis), losses
(including indirect losses and loss of profits, business and reputation),
actions, proceedings and liabilities of whatsoever nature arising from or
incurred by the Company, the Administrator and/or the Registrar in connection
with any failure by the Applicant to comply with the provisions set out above.
12. Miscellaneous
12.1 The rights and remedies of the Joint Bookrunners and the
Company under these terms and conditions are in addition to any rights and
remedies which would otherwise be available to each of them and the exercise
or partial exercise of one will not prevent the exercise of others.
12.2 On application, if an Applicant is a discretionary fund
manager, that Applicant may be asked to disclose in writing or orally the
jurisdiction in which its funds are managed or owned. All documents provided
in connection with the Tap Issue will be sent at the Applicant's risk. They
may be returned by post to such Applicant at the address notified by such
Applicant.
12.3 Each Applicant agrees to be bound by the Articles (as amended
from time to time) once the relevant New Ordinary Shares, which the Applicant
has agreed to subscribe for have been acquired by the Applicant. The contract
to acquire New Ordinary Shares under the Tap Issue will be governed by, and
construed in accordance with, the laws of England and Wales. For the exclusive
benefit of the Joint Bookrunners, the Company, the Investment Manager and the
Operations Manager, each Applicant irrevocably submits to the jurisdiction of
the courts of England and Wales and waives any objection to proceedings in any
such court on the ground of venue or on the ground that proceedings have been
brought in an inconvenient forum. This does not prevent an action being taken
against an Applicant in any other jurisdiction.
12.4 In the case of a joint agreement to apply for New Ordinary
Shares under the Tap Issue, references to an "Applicant" in these terms and
conditions are to each of the Applicants who are a party to that joint
agreement and their liability is joint and several.
12.5 The Joint Bookrunners and the Company expressly reserve the
right to modify the Tap Issue (including, without limitation, the timetable
and settlement) at any time before allocations are determined.
13. DEFINITIONS
For the purposes of this Appendix:
"Administrator" Aztec Financial Services (Guernsey) Limited in its capacity as the Company's
administrator
"CRS" the OECD's Common Reporting Standard
"Disclosure Guidance and Transparency Rules" the disclosure guidance rules and the transparency rules made by the FCA under
Part VII of FSMA, as amended from time to time
"DP Law" the Data Protection (Bailiwick of Guernsey) Law 2017, as such may be varied,
amended or replaced from time to time
"EEA" European Economic Area
"EU AIFM Delegated Regulation" the Commission Delegated Regulation (EU) No 231/2013 of 19 December 2012
supplementing Directive 2011/61/EU of the European Parliament and of the
Council with regard to exemptions, general operating conditions, depositaries,
leverage, transparency and supervision
"EU Alternative Investment Fund Managers Directive" or "EU AIFM Directive" Directive 2011/61/EU of the European Parliament and of the Council of 8 June
2011 on Alternative Investment Fund Managers and amending Directives
2003/41/EC and 2009/65/EC and Regulations (EC) No 1060/2009 and (EU) No
1095/2010, and the EU AIFM Delegated Regulation
"EU GDPR" the General Data Protection Regulation (EU) 2016/679
"EU Market Abuse Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April
2014 on market abuse and repealing the Directive of the European Parliament
and of the Council of 28 January 2003 and Commission Directives 2003/124/EC,
2003/ 125/EC and 2004/72/EC
"EU Money Laundering Directive" Directive (2005/60/EC of the European Parliament and of the EC Council of 26
October 2005 on the prevention of the use of the financial system for the
purpose of money laundering and terrorist financing)
"EU PRIIPs Regulation" Regulation (EU) No 1286/2014 of the European Parliament and of the Council of
26 November 2014 on key information documents for packaged retail and
insurance-based investment products (PRIIPs) and its implementing and
delegated acts
"EU Prospectus Regulation" Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14
June 2017 on the prospectus to be published when securities are offered to the
public or admitted to trading on a regulated market, and repealing Directive
2003/71/EC
"FCA" the United Kingdom Financial Conduct Authority (or any successor entity or
entities) and, where applicable, acting as the competent authority for the
purposes of admission to the Official List
"FSMA" the Financial Services and Markets Act 2000, as amended from time to time
"Guernsey AML Requirements" the Criminal Justice (Proceeds of Crime) (Bailiwick of Guernsey) Law, 1999 (as
amended or replaced from time to time), ordinances, rules and regulations made
thereunder, and the Commission's Handbook on Countering Financial Crime and
Terrorist Financing (as amended, supplemented and/or replaced from time to
time)
"Investment Manager" InfraRed Capital Partners Limited
"Member State" each Member State of the European Economic Area
"MiFID II" EU Directive 2014/65/EU on markets in financial instruments, as amended
"OECD" the Organisation for Economic Co-operation and Development
"Official List" the official list maintained by the Financial Conduct Authority
"Operations Manager" Renewable Energy Systems Limited
"Registrar" Link Market Services (Guernsey) Limited
"Strike Price" the price per New Ordinary Share to be agreed between the Joint Bookrunners
and the Company following the close of the bookbuild at midday on Thursday 24
March 2022, being not less than 130 pence
"UK AIFMD Laws" (i) the Alternative Investment Fund Managers Regulations 2013 (SI 2013/1773)
and any other implementing measure which operated to transpose EU AIFM
Directive in to UK law before 31 January 2020 (as amended from time to time
including by the Alternative Investment Fund Managers (Amendment) (EU Exit)
Regulations 2019 (SI 2019/328)); and (ii) the UK versions of the EU AIFM
Delegated Regulation and any other delegated regulations in respect of the EU
AIFM Directive, each being part of UK law by virtue of the European Union
(Withdrawal) Act 2018, as further amended and supplemented from time to time
including by the Alternative Investment Fund Managers (Amendment) (EU Exit)
Regulations 2019 (SI 2019/328), the Technical Standards (Alternative
Investment Funds Management Directive) (EU Exit) Instrument 2019 (FCA 2019/37)
and the Exiting the European Union: Specialist Sourcebooks (Amendments)
Instrument 2019 (FCA 2019/25)
"UK GDPR" the UK version of the EU GDPR which is part of UK law by virtue of the
European Union (Withdrawal) Act 2018, as amended and supplemented from time to
time including by the Data Protection, Privacy and Electronic Communications
(Amendments etc.) (EU Exit) Regulations 2019 (SI 2019/419)
"UK MAR" the UK version of the EU Market Abuse Regulation which is part of UK law by
virtue of the European Union (Withdrawal) Act 2018, as amended and
supplemented from time to time including by the Market Abuse (Amendment) (EU
Exit) Regulations 2019 (SI 2019/ 310)
"UK MiFID Laws" the regulations implementing MiFID II and the UK version of Regulation (EU) No
600/2014 of the European Parliament, which is part of UK law by virtue of the
European Union (Withdrawal) Act 2018, in each case as amended and supplemented
from time to time
"UK Money Laundering Regulations 2017" the UK The Money Laundering, Terrorist Financing and Transfer of Funds
(Information on the Payer) Regulations 2017 (SI 2017/692) as amended and
supplemented from time to time including by the Money Laundering and Transfer
of Funds (Information) (Amendment) (EU Exit) Regulations 2019 (SI 2019/253)
"UK PRIIPs Laws" the UK version of the EU PRIIPs Regulation which is part of UK law by virtue
of the European Union (Withdrawal) Act 2018, as amended and supplemented from
time to time including by the Packaged Retail and Insurance-based Investment
Products (Amendment) (EU Exit) Regulations 2019 (SI 2019/403)
"UK Prospectus Regulation" the UK version of the EU Prospectus Regulation which is part of UK law by
virtue of the European Union (Withdrawal) Act 2018 (as amended and
supplemented from time to time (including but, not limited to, by the UK
Prospectus Amendment Regulations 2019 and The Financial Services and Markets
Act 2000 (Prospectus) Regulations 2019) (SI 2019/1043))
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