REG - RM Infrastructure RM SecDirect - RMDC - Tender Offer

RM Infrastructure IncomeAnnouncement

03/09/2024 07:00

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RNS Number : 6103C  RM Infrastructure Income PLC  03 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THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR
PUBLICATION, RELEASE OR DISTRIBUTION IN WHOLE OR IN PART IN THE UNITED STATES,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.

 

RM Infrastructure Income Plc

(the "Company" or "RMII")

 

LEI: 213800RBRIYICC2QC958

 

Tender Offer

 
 

 

RM Infrastructure Income plc (the "Company") announces that it has today
published a circular to Shareholders (the "Circular") which contains details
of a tender offer of up to £20 million (the "Tender Offer") to be made to
shareholders, together with a notice convening a general meeting of the
Company, to be held on 25 September 2024 at 12.00pm.

 

Background

 

Following Shareholder approval of a new investment policy at a general meeting
held on 20 December 2023, the Company has since been in a managed wind-down
process. The Board has concluded that, in order to return capital to
Shareholders from the proceeds of the Company's Loans that have been repaid to
it, the Company should undertake a Tender Offer for a minimum of £16 million,
up to £20 million. The final quantum will be determined by reference to the
amount of cash available to the Company prior to the closing of the Tender
Offer.

 

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 as at
30 August 2024, which is expected to be 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.

 

The Tender Offer

 

The Board has arranged for Singer Capital Markets to conduct the Tender Offer
at the Tender Price. The Tender Price will be paid to tendering Shareholders
in cash.

 

The Tender Offer will only be open to Eligible Shareholders on the register at
6.00 p.m. on 24 September 2024 (the Tender Record Date). The Tender Offer is
subject to certain conditions and may be suspended or terminated in certain
circumstances, as set out in the Circular.

 

The Tender Offer is intended to enable those Shareholders (other than
Restricted Shareholders) who wish to sell some or all of their Ordinary Shares
to elect to do so, subject to the overall limits of the Tender Offer.
Shareholders who successfully tender Ordinary Shares will receive the Tender
Price per Ordinary Share. The Tender Price has been set at this level to allow
Shareholders who wish to realise a portion of their holding of Ordinary Shares
to do so at NAV.

 

An Eligible Shareholder tendering up to their Basic Entitlement will have
their tender satisfied in full. Any Eligible Shareholder tendering more than
their Basic Entitlement will have their Excess Application satisfied if there
are sufficient remaining Available Shares. Such Available Shares shall be
apportioned to Eligible Shareholders pro rata to their Excess Applications
should other Eligible Shareholders not tender the full amount of their Basic
Entitlement and as a result of certain Overseas Shareholders not being
permitted to participate in the Tender Offer.

 

In making the Tender Offer, Singer Capital Markets will purchase the Ordinary
Shares which have been validly tendered as principal by means of an on-market
purchase from tendering Shareholders and, subject to Singer Capital Markets
requiring the Company to repurchase such Ordinary Shares in accordance with
the terms of the Repurchase Agreement, will 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.

 

It remains the Board's intention to make further distributions to Shareholders
during the Company's ongoing managed wind-down process. The timing and
structure of any further distributions (which could include returns of capital
under further tender offers) will be determined by the Board taking into
account the Company's available cash balance from time to time and the
relative costs of any such distributions in order to maximise the value to be
delivered to Shareholders in a timely manner.

 

General Meeting

 

The implementation of the Tender Offer requires the approval of Shareholders.
A notice convening a General Meeting of the Company, which is to be held at
12.00 p.m. on 25 September 2024 at the offices of the RM Infrastructure Income
Plc, 6th Floor, 125 London Wall, London EC2Y 5AS, is set out in Part 10 of the
Circular.

 

Circular

 

Capitalised terms 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 will be summitted to
the National Storage Mechanism and available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism shortly. In addition,
those Shareholders (other than Restricted Shareholders) who have elected to
receive hard copies of documents will receive a copy of the Circular by post.

 

Expected Timetable of Principal Events

                                                                                2024
 Tender Offer opens                                                             3 September
 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.

 

 

 

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.

 

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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