REG - RM Infrastructure RM SecDirect - RMDC - Tender Offer Reminder

RM Infrastructure IncomeAnnouncement

13/09/2024 09:45

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RNS Number : 1405E  RM Infrastructure Income PLC  13 September 2024

THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR
PUBLICATION, RELEASE OR DISTRIBUTION IN WHOLE OR IN PART IN THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, ANY
MEMBER STATE OF THE EUROPEAN ECONOMIC AREA OR ANY OTHER JURISDICTION WHERE ITS
RELEASE, PUBLICATION OR DISTRIBUTION IS OR MAY BE UNLAWFUL. THE INFORMATION
CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN ANY
JURISDICTION. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN INVITATION TO
PARTICIPATE IN THE TENDER OFFER (AS DEFINED HEREIN) IN OR FROM ANY
JURISDICTION IN OR FROM WHICH, OR TO OR FROM ANY PERSON TO OR FROM WHOM, IT IS
UNLAWFUL TO MAKE SUCH OFFER UNDER APPLICABLE SECURITIES LAWS OR OTHERWISE.

13 September 2024

RM Infrastructure Income Plc

(the "Company" or "RMII")

LEI: 213800RBRIYICC2QC958

Tender Offer Reminder

Further to the Company's announcement dated 3 September 2024, the Company
wishes to remind Eligible Shareholders of the proposed tender offer of up to
£20 million (the "Tender Offer"), as described in the circular published by
the Company dated 3 September 2024 containing details of the Tender Offer and
convening a general meeting of the Company to be held on 25 September 2024 at
12.00 p.m. (the "Circular").

In particular, registered Shareholders which hold Ordinary Shares on behalf of
underlying Eligible Shareholders who are retail investors are encouraged to
ensure that such Eligible Shareholders are made aware of the process by which
they may participate in the Tender Offer, should they so choose, and of the
relevant timetable, details of which are set out on page 3 of the Circular and
as below.

The Tender Offer, which is subject to Shareholder approval, is being made at a
Tender Price equal to the prevailing Net Asset Value per Ordinary Share at the
time of announcement of (i) the final maximum aggregate value of the Tender
Offer; (ii) the final number of Available Shares; (iii) the Tender Price; and
(iv) the Basic Entitlement percentage of Eligible Shareholders. Those details
are expected to be announced by the Company on 19 September 2024. Completion
of the Tender Offer is expected to take place on 26 September 2024.

Shareholders are reminded of the risks associated with the Tender Offer as
described in Part 6 of the Circular. Such risks include, amongst other things,
that the lower number of Ordinary Shares in issue following completion of the
Tender Offer may reduce secondary market liquidity in the Ordinary Shares,
which could, accordingly, adversely affect a Shareholder's ability to sell
their Ordinary Shares in the market.

 

 

Expected Timetable of Principal Events

                                                                                2024
 Final maximum value of Tender Offer, number of Available Shares, Tender Price                                           19 September
 and Basic Entitlement percentage announced

 Latest time and date for receipt of Forms of Proxy, appointments of proxy via                                           12.00 p.m. on 23 September
 CREST or any other electronic voting instructions for the General Meeting
 Latest time and date for receipt of Tender Forms, settlement of TTE                                                     1.00 p.m. on 24 September
 Instructions from CREST and Tender Offer Closing Date
 Tender Record Date                                                                                                      6.00 p.m. on 24 September
 Time and date of General Meeting                                                                                        12.00 p.m. on 25 September
 Result of General Meeting and Tender Offer expected to be announced                                                     25 September
 Completion of the Tender Offer                                                 26 September
 CREST settlement date: Payments through CREST made and CREST accounts settled  30 September
 Cheques and balancing share certificates despatched to certificated            Week commencing 30 September
 Shareholders

All references to times in this document are to London time.

Capitalised terms in this announcement shall have the same meaning attributed
to them in the Circular unless otherwise defined in this announcement.

The Circular can be viewed on the Company's website at
https://rm-funds.co.uk/rm-infrastructure-income/
(https://rm-funds.co.uk/rm-infrastructure-income/) and at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) . In addition, those
Shareholders (other than Restricted Shareholders) who have elected to receive
hard copies of documents will have received a copy of the Circular by post.

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

 

The distribution of this announcement in certain jurisdictions may be
restricted by law. It is the responsibility of all Overseas Shareholders to
satisfy themselves as to the observance of any legal requirements in their
jurisdiction, including, without limitation, any relevant requirements in
relation to the ability of such holders to participate in the Tender Offer.
The Tender Offer is not being made directly or indirectly in or into the
United States, Australia, Canada, Japan, New Zealand, the Republic of South
Africa or any member state of the European Economic Area, and cannot be
accepted from within United States, Australia, Canada, Japan, New Zealand, the
Republic of South Africa or any member state of the European Economic Area.

 

Any decision to participate in the Tender Offer should only be made on the
basis of an independent review by an Eligible Shareholder of the Company's
publicly available information. Neither Singer Capital Markets nor any of its
affiliates accept any liability arising from the use of, or make any
representation as to the accuracy or completeness of, this announcement or the
Company's publicly available information.

 

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.

 

The content of the website referred to in this announcement is not
incorporated into, and does not form part of, this announcement.

 

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