REG - RM Infrastructure RM SecDirect - RMDC - Proposed Managed Wind-Down of the Company

RM Infrastructure IncomeAnnouncement

06/09/2023 07:00

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RNS Number : 4773L  RM Infrastructure Income PLC  06 September 2023

The information contained within this announcement constitutes inside
information.

 

6 September 2023

 

RM Infrastructure Income plc

("RMII" and the "Company")

 

Proposed Managed Wind-Down of the Company

LEI: 213800RBRIYICC2QC958

 

RM Infrastructure Income plc announces that after extensive consultation with
its advisers and shareholders evaluating the future strategy of the Company,
and having received various approaches from third parties, the board of
directors (the "Board") has decided to put forward proposals for a managed
wind-down of the Company (the "Managed Wind-Down"). The Board unanimously
recommend that shareholders vote in favour of the Managed Wind-Down, which
they believe is in the best interest of shareholders, for the reasons set out
below.

As previously announced, the Company has continued to deliver upon its
investment objective of providing attractive NAV total returns, outperforming
many other fixed income comparables, and generating a high and growing net
interest income in excess of the annual dividend target of 6.5 pence per
share*, despite a number of periods of volatility over its near seven-year
life.

 

Shareholders consulted have been overwhelmingly supportive of the Company's
management and performance, as well as its investment focus and strategy, but
other factors, including the Company's small scale, prevailing discount to net
asset value at which the shares have been trading and liquidity of the shares,
has restricted the Company's ability to grow.

 

The Board has also assessed a number of proposals regarding a potential
combination of RMII's assets with another suitable investment company or fund,
and undertook further consultation with shareholders, as an alternative to a
managed wind-down, in what has turned out to be a much more complex process
than initially envisaged.  Differing views were received by shareholders on
the merits of a potential combination against the alternative. The Board has
therefore considered what is deliverable and in shareholders' best interests
as a whole in reaching its decision to put forward proposals for a managed
wind-down.

 

The Board considers that approval of the Managed Wind-Down will not result in
an immediate liquidation of the Company, rather an orderly realisation of the
Company's underlying assets, with capital returned to shareholders as the
Company's underlying loans are repaid to it, and its equity and warrant assets
are realised in each case in a manner that seeks to maximise shareholder
value. The Company will retain the ability to extend loan maturities or
provide further funding to existing borrowers where the Board considers that
doing so will maximise the returns to shareholders in the timeframe in which
the Company will otherwise be dealing with the Managed Wind-Down. The
Company's listing will be maintained during the realisation period. The Board
also intends to maintain its current target level of dividend until the
commencement of the orderly realisation. Accordingly, the Board intends to
publish a shareholder circular by the end of October 2023 (the "Circular") to
convene a general meeting (the "General Meeting") at which it will seek
approval from shareholders for the Managed Wind-down and any related matters
required to facilitate an orderly realisation.

Shareholders should also note that prior to publication of the Circular, RM
Capital Markets Limited (the "Investment Manager") will explore the
possibility of offering an opportunity for shareholders who wish to maintain
their exposure to the strategy to roll-over their interests in RMII into an
alternative fund structure to be managed by the Investment Manager and the
Board remains open to any approaches from third parties who have not yet put
forward a proposal. Further details will be set out within the Circular, as
appropriate.  However, it should be noted at this stage that there can be no
certainty that any such rollover opportunity will be offered nor any third
party approach received.

 

 

The person responsible for arranging for the release of this announcement on
behalf of the Company is Ciara McKillop of Apex Listed Companies Services (UK)
Limited, Company Secretary.

 

For further information, please contact:

 

   RM Infrastructure Income plc    RMInfraCoSecmailbox@apexfs.group (mailto:RMInfraCoSecmailbox@apexfs.group)

   Norman Crighton
   Singer Capital Markets          020 7496 3000

   James Maxwell

   Asha Chotai

Notes

 

*The dividend target is a target only and not a profit forecast. There can be
no assurance that this target will be met, or that the Company will make any
distributions at all and it should not be taken as an indication of the
Company's expected future results. The Company's actual returns will depend
upon a number of factors, including but not limited to the Company's net
income and level of ongoing charges.

 

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