REG - RM Infrastructure RM SecDirect - RMDC - Result of General Meeting & Tender Offer

RM Infrastructure IncomeAnnouncement

25/09/2024 14:45

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RNS Number : 6674F  RM Infrastructure Income PLC  25 September 2024

 

25 September 2024

 

RM Infrastructure Income Plc

(the "Company" or "RMII")

 

LEI: 213800RBRIYICC2QC958

 

Result of General Meeting & Tender Offer

Result of General Meeting

RMII announces that, at its general meeting held earlier today, convened with
the purpose of approving the Tender Offer, the resolution put to shareholders
was duly passed. The text of the resolution is contained in the Notice of
General Meeting dated 3 September 2024.

The proxy votes received are as follows:

 Resolution        Votes For and Discretionary  Percentage of total votes cast  Votes Against  Percentage of total votes cast
 1 - Tender Offer  38,269,100                   99.83%                          66,157         0.17%

There were no votes withheld. As at the date of the above meeting, the
Company's issued share capital was 117,586,359 Ordinary Shares, of which
179,569 Ordinary shares are held in treasury. Therefore, the total number of
voting rights of the Company was 117,406,790 as at the date of the General
Meeting.

Tender Offer

 

Further, the Company announces the result of its Tender Offer, which was
announced on 3 September 2024. The Tender Offer was taken up in full and as
such, the Company will purchase a total of 19,738,338 Ordinary Shares at the
Tender Price of 88.59 pence per share (equivalent to the Company's NAV as at
30 August 2024).

 

19,438,134 Ordinary Shares were tendered in applications that will be met
under the Basic Entitlement of Shareholders and a further 300,204 Ordinary
Shares were tendered by Shareholders wishing to share in the Basic
Entitlements which were not taken up by others (the Excess Applications).

 

Eligible Shareholders who validly tendered a percentage of their Ordinary
Shares equal to or less than their Basic Entitlement shall have all tendered
Ordinary Shares purchased in full under the Tender Offer. Eligible
Shareholders who validly tendered Excess Applications shall have their Basic
Entitlement and a pro rata proportion of their Excess Applications purchased
pursuant to the Tender Offer.

 

Subject to the remaining conditions under the Repurchase Agreement having been
met, Singer Capital Markets will purchase 19,738,338 Ordinary Shares by means
of an on-market purchase from tendering Shareholders. Subject to Singer
Capital Markets requiring the Company to repurchase such Ordinary Shares in
accordance with the terms of the Repurchase Agreement, Singer Capital Markets
will then sell the tendered Ordinary Shares acquired by it on to the Company
pursuant to the terms of the Repurchase Agreement. All Ordinary Shares
acquired by the Company from Singer Capital Markets under the Repurchase
Agreement will be cancelled.

 

As previously announced, it is anticipated that the proceeds payable to
Shareholders whose tendered Ordinary Shares are held through CREST accounts
are expected to be made on 30 September 2024 and that cheques and balance
share certificates for the certificated Ordinary Shares purchased under the
Tender Offer will be despatched on 30 September 2024.

 

Total Voting Rights

Following the completion of the Tender Offer, the Company will have 97,848,021
Ordinary Shares in issue, with 179,569 Ordinary Shares held in treasury.
Therefore, the total number of voting rights in the Company will be 97,668,452
and this figure may be used by Shareholders as the denominator for
calculations by which they will determine if they are required to notify their
interest in, or a change to their interest in, the Company under the Financial
Conduct Authority's Disclosure Guidance and Transparency Rules.

 

Defined terms used in this announcement have the meanings given in the Tender
Circular unless the context otherwise requires.

 

For further information, please contact:

 

 RM Funds - Investment Manager                                  0131 603 7060

 James Robson

 Thomas Le Grix De La Salle

 Singer Capital Markets - Financial Adviser and Broker          020 7496 3000

 James Maxwell

 Asha Chotai

 Apex Listed Funds Services (UK) Limited - Administrator and    020 3327 9720
 Company Secretary

 Jenny Thompson

 Sylvanus Cofie

 

About RM Infrastructure Income PLC

 

The Company aims to generate attractive and regular dividends and positive
social impact by lending to assets at the forefront of providing essential
services to society.

 

Its diversified portfolio of loans sourced or originated by the Investment
Manager with a degree of inflation protection through index-linked returns
where appropriate. Loans in which the Company invests are predominantly
secured against assets such as real estate or plant and machinery and/or
income streams such as account receivables.

 

For more information, please contact James Robson at RM Funds.

 

About RM Funds

 

RM Funds is an alternative asset manager. Founded in 2010, with offices
in Edinburgh, and London, the firm manages capital on behalf of
institutional investors, multi-asset allocators, wealth managers and retail
investors. RM Funds focuses on real asset investing across liquid alternatives
and private markets.

 

RM Funds is a delivery partner to the British Business Bank in connection
with the Coronavirus Business Interruption Loan Scheme. RM Funds is a trading
name of RM Capital Markets Limited.

 

IMPORTANT INFORMATION

 

This announcement contains forward-looking statements. These forward-looking
statements include all matters that are not historical facts. These
forward-looking statements are made based upon the Company's expectations and
beliefs concerning future events impacting the Company and therefore involve a
number of risks and uncertainties. Forward-looking statements are not
guarantees of future performance, and the Company's actual results of
operations, financial condition and liquidity may differ materially and
adversely from the forward-looking statements contained in this announcement.
Forward-looking statements speak only as of the day they are made and the
Company does not undertake to update its forward-looking statements unless
required by law.

 

 

 

Singer Capital Markets Securities Limited, which conducts its UK investment
banking activities as Singer Capital Markets ("Singer Capital Markets") is
authorised and regulated in the United Kingdom by the FCA and is exclusively
advising the Company and no one else in connection with the Tender Offer.
Singer Capital Markets will not be responsible to any person other than the
Company for providing the protections afforded to its customers, nor for
providing advice in relation to the Tender Offer or the contents of this
announcement or the Circular. Nothing in this paragraph shall serve to exclude
or limit any responsibilities which Singer Capital Markets may have under the
Financial Services and Markets Act 2000 (as amended) or the regulatory regime
established thereunder.

 

 

 

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