REG - RM Infrastructure RM SecDirect - RMDC - Shareholder Update

RM Infrastructure IncomeAnnouncement

23/05/2023 07:15

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RNS Number : 2554A  RM Infrastructure Income PLC  23 May 2023

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT ARE NOT FOR RELEASE,
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FOR WHICH THE SAME COULD BE UNLAWFUL.

The information communicated in this announcement is deemed to constitute
inside information as stipulated under the UK Version of Market Abuse
Regulation (EU) No. 596/2014 (as incorporated into UK Law by virtue of the
European Union (Withdrawal) Act 2018, and as subsequently amended ("MAR").
Upon the publication of this announcement, this information is considered to
be in the public domain.

 

RM Infrastructure Income PLC

(the ''Company'' or "RMII")

 

LEI: 213800RBRIYICC2QC958

 

Shareholder Update

 

 

As previously announced, the Company continues 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*.  The
Company has also refreshed its investment focus on social & environmental
infrastructure, increasing exposures to its core target sectors with
approximately 59% of the portfolio's committed capital currently invested
within social & environmental infrastructure.

Although RMII is well positioned from an investment perspective, the Company's
shares, in common with many investment companies, have traded at a discount
over a period of time. This, coupled with the Company being of a small scale,
has created challenges in generating improved liquidity in the Company's
shares and has restricted the Company's ability to grow.

In early April 2023, while preparing for the proposed liquidity opportunity
consultation, the RMII Board (the "Board") received a non-binding indicative
proposal which involved a combination of all the Company's assets with another
investment company under Section 110 of the Insolvency Act 1986 (the
"Proposal"). Unusually for a Section 110 approach, the Proposal did not
include any option, partial or otherwise, for RMII Shareholders to elect to
receive cash (such as through a run-off liquidation pool as the Company's
investments are realised over time). For the avoidance of doubt, the Proposal
did not anticipate any offer for the Company, recommended or otherwise, under
the City Code on Takeovers and Mergers.

Since the initial approach in early April, the Board has attempted to address
various issues with the Proposal which would have negatively impacted RMII
Shareholders but progress to date has been limited. If the counterparty is
willing to substantially improve its offer, then the Board intends to explore
this opportunity further. At this time, no heads of terms have been agreed by
the Board and the counterparty's board of directors and consequently there can
be no certainty that any potential transaction would be successfully
completed.

While the Board believes the Company remains in a strong position to continue
to generate attractive returns for RMII Shareholders, in connection with the
above, the Board today announces that it intends to undertake a review of the
Company's strategy to consider its future prospects. The review will include
a consideration of:

·      a continuation of the Company's existing investment policy and
strategy;

·      a partial or full exit opportunity (which may be undertaken by
way of a buy back as and when the Company's investments mature, or other
method of distribution, such as the creation of a new share class which would
return capital to holders of such shares as investments are realised over
time);

·      a combination of the Company's assets with another suitable
investment company or fund under section 110 of the Insolvency Act, possibly
coupled with a liquidity opportunity, pursuant to the Proposal or otherwise;
or

·      a managed wind-down of the Company.

When considering a potential combination of the Company's assets with another
suitable investment company, the Board is also mindful that a number of the
Company's peers trade at discounts similar to, or wider than, RMII.

As a result of the foregoing, the commencement of the announced liquidity
opportunity consultation has been superseded to allow for a broader review of
the Company's strategy to take place.

Singer Capital Markets and Peel Hunt, joint brokers to the Company, will
contact RMII Shareholders shortly.

The Board will update RMII Shareholders on the progress of the strategic
review, as appropriate.   During this process the Company's existing
investment policy and strategy will continue to be applied. There can be no
certainty as to the outcome of the strategic review nor whether any potential
transaction arising would be successfully completed.

 

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

 Peel Hunt LLP                 020 7418 8900

 Luke Simpson

 Liz Yong

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.

 

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.

 

 

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.

 

RM Funds is a signatory to the Principles of Responsible Investment.

 

 

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