REG - Renew Infra Grp Ld - Result of Initial Issue

Renewables InfrastructureAnnouncement

24/03/2021 14:10

RNS Number : 3771T
  
Renewables Infrastructure Grp (The)
  
24 March 2021
  
 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.
 
 
This announcement has been determined to contain inside information for the purposes of the UK version of the market abuse regulation (EU) No.596/2014.
The Renewables Infrastructure Group Limited
(TRIG or the Company, a London-listed investment company advised by InfraRed Capital Partners (InfraRed) as Investment Manager and Renewable Energy Systems (RES) as Operations Manager)
Result of Initial Issue
24 March 2021
 
The Board of The Renewables Infrastructure Group Limited, the FTSE 250 renewable infrastructure investment company with a diversified portfolio of renewables infrastructure investments across Europe, announces the result of the Company's Initial Issue under the Share Issuance Programme announced on 5 March 2021.
 
Initial Issue highlights
§  Target met with gross proceeds of approximately £240m raised, with strong support from existing and new investors
§  195,000,000 New Ordinary Shares will be issued
§  The proceeds will be applied to pay down the recently renewed £500m Revolving Credit Facility which has been used to fund recent acquisitions, following which the Company will have drawings of approximately £135m.
 
On behalf of the TRIG Board, Helen Mahy CBE, Chairman of TRIG, said:
"We are again grateful for the support of existing Shareholders in this fundraising and warmly welcome our new institutional and retail Shareholders. This fundraise will enable the Company to continue to support the growth of its portfolio of renewable infrastructure assets. TRIG's diversified portfolio delivers an attractive yield to investors whilst displacing carbon emissions."
 
Investec Bank plc and Liberum acted as Joint Bookrunners in relation to the issue.
 
Application for Admission
Application has been made for 195 million New Ordinary Shares to be admitted to the premium segment of the Official List of the FCA and to trading on the Main Market of the London Stock Exchange, conditional on the approval of Shareholders of the Resolution to be put to the Extraordinary General Meeting, which has been convened for 9.30 a.m. on Thursday, 25 March 2021. It is expected that admission in respect of the New Ordinary Shares will become effective, and that dealings in the New Ordinary Shares will commence, at 8.00 a.m. on 26 March 2021.
 
Total Voting Rights
Of the 195 million New Ordinary Shares to be issued by the Company, 94,801,419 New Ordinary Shares will be issued pursuant to the Initial Open Offer (including 13,413,119 under the Excess Application Facility), 2,190,241 New Ordinary Shares will be issued pursuant to the Initial Offer for Subscription, 4,540,863 New Ordinary Shares will be issued pursuant to the Intermediaries Offer and 93,467,477 New Ordinary Shares will be issued pursuant to the Initial Placing.  
On Admission, the Company's issued share capital will consist of 2,098,402,338 Ordinary Shares with voting rights. This figure may be used by Shareholders in determining the denominator for the calculation by which they will establish if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.
Capitalised terms will have the meanings given to them in the prospectus published by the Company, available on its website, in relation to the Share Issuance Programme on 5 March 2021 unless otherwise defined in this announcement.  
 
LEI:  213800N06Q7Q7HMOMT20
Enquiries
InfraRed Capital Partners Limited                                                                                                 +44 (0) 20 7484 1800
Richard Crawford
Phil George
Minesh Shah
Mohammed Zaheer


Investec Bank plc                                                                                                                              +44 (0) 20 7597 4000
Dominic Waters, Neil Brierley, Will Barnett (Sales)
Lucy Lewis, Denis Flanagan (Corporate Finance)
Tom Skinner (Corporate Broking)
 
Liberum Capital Limited                                                                                                                   +44 (0) 20 3100 2000
Andrew Davies, Jack Kershaw, James Shields (Sales) 
Chris Clarke, Gillian Martin, Louis Davies (Corporate Finance)
 
MaitlandAMO                                                                                                                       +44 (0) 20 7379 5151
James Isola
Zara de Belder
Notes
The Renewables Infrastructure Group ("TRIG" or the "Company") is a leading London-listed renewable energy infrastructure investment company. The Company seeks to provide shareholders with an attractive long-term, income-based return with a positive correlation to inflation by focusing on strong cash generation across a diversified portfolio of predominantly operating projects.
TRIG is invested in a portfolio of over 75 wind, solar and battery storage projects with aggregate net generating capacity of over 1.8GW. 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.
 
 
Important Notice
 
Investec Bank plc (Investec Bank) is authorised in the United Kingdom by the Prudential Regulation Authority and regulated by 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 referred to as 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 FCA. Each of Investec and Liberum are acting exclusively for the Company and for no one else in connection with the Share Issuance Programme, each placing under it (including the Initial Placing) and the matters referred to in the Prospectus, will not regard any other person as their respective clients in relation to any placing (including the Initial Placing)  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 Share Issuance Programme, any placing under it (including the Initial Placing), or any other matters referred to herein.  This does not exclude any responsibilities or liabilities of either of the Joint Bookrunners under FSMA or the regulatory regime established thereunder.
 
The New Shares offered by the prospectus (comprising a summary, securities note and registration document)  published by the Company and dated 5 March 2021 (the Prospectus) 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 Initial 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 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.
 
This announcement does not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for New Shares in any jurisdiction including, without limitation, any Excluded Territory. This announcement and the information contained therein are not for publication or distribution, directly or indirectly, to persons in an Excluded Territory unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction.
 
No application to market the New Shares has been made by the Company under the relevant private placement regimes in any member state of the EEA other than the Republic of Ireland, Sweden and the Netherlands. No marketing of New Shares in any member state of the EEA other than the United Kingdom, the Republic of Ireland, Sweden and the Netherlands will be undertaken by the Company save to the extent that such marketing is permitted by the AIFM Directive as implemented in the Relevant Member State.
 
The distribution of this announcement, and/or the issue of New 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 Shares or possession or distribution of this announcement or any other publicity material relating to the New Shares in any jurisdiction where action for that purpose is required (other than the United Kingdom, the Republic of Ireland, Sweden and the Netherlands). Persons receiving this announcement are required to inform themselves about and to observe any such restrictions.
 
None of the Company, the Investment Manager, the Operations Manager, Investec or Liberum or any of their respective affiliates accepts any responsibility or liability whatsoever for/or makes any representation or warranty, express or implied, as to this announcement, including the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith. The Company, the Investment Manager, the Operations Manager, Investec and Liberum and their respective affiliates accordingly disclaim all and any liability whether arising in tort, contract or otherwise which they might otherwise have in respect of this announcement or its contents or otherwise arising in connection therewith.
 
This announcement includes statements that are, or may be deemed to be, ''forward-looking statements''. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "anticipates", "forecasts", "projects", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. All forward-looking statements address matters that involve risks and uncertainties and are not guarantees of future performance. Accordingly, there are or will be important factors that could cause the Company's actual results of operations, performance or achievement or industry results to differ materially from those indicated in these statements. Any forward-looking statements in this announcement reflect the Company's current views with respect to future events and are subject to these and other risks, uncertainties and assumptions relating to the Company's operations, results of operations, growth strategy and liquidity. Given these uncertainties, prospective investors are cautioned not to place any undue reliance on such forward-looking statements. These forward-looking statements apply only as of the date of this announcement. 
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 (Directive 2014/65/EU); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing Directive 2014/65/EU; (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 Shares have been subject to a product approval process, which has determined that such New 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 Directive 2014/65/EU; and (ii) eligible for distribution through all distribution channels as are permitted by Directive 2014/65/EU (the Target Market Assessment).
Notwithstanding the Target Market Assessment, distributors should note that: the price of the New Shares may decline and investors could lose all or part of their investment; the New Shares offer no guaranteed income and no capital protection; and an investment in the New 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 Share Issuance Programme (including the Initial Issue). Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Bookrunners will only procure investors through the Initial Placing or any subsequent placing who meet the criteria of professional clients and eligible counterparties. 
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the New Shares.
Each distributor (including the Intermediaries) is responsible for undertaking its own target market assessment in respect of the New Shares and determining appropriate distribution channels. 
PRIIPs Regulation
In accordance with the UK version of the EU PRIIPs Regulation (1286/2014) which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended (the "UK PRIIPs Laws"), a key information document in respect of an investment in the Ordinary Shares has been prepared by the Company and is available to investors at www.trig-ltd.com. If a new class of C Shares is issued under the Share Issuance Programme, the Company will make available a key information document in relation to such class of C Shares as required under the UK PRIIPs Laws. If you are distributing any class of shares in the Company, it is your responsibility to ensure that the relevant key information document is provided to any clients that are "retail clients".
 

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