REG - RM Infrastructure RM SecDirect - RMDC - Tender Offer

RM Infrastructure IncomeAnnouncement

29/05/2025 07:00

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RNS Number : 4949K  RM Infrastructure Income PLC  29 May 2025

THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR
PUBLICATION, RELEASE OR DISTRIBUTION IN WHOLE OR IN PART IN THE UNITED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.

 

29 May 2025

RM Infrastructure Income plc

(the "Company" or "RMII")

 

LEI: 213800RBRIYICC2QC958

 

Tender Offer

 

RM Infrastructure Income plc 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 24
June 2025 at 12.00 p.m.

 

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. On 25 September 2024, the Company announced the result of a
successful tender offer returning c.£17.5 million to shareholders, at 88.59
pence per share, being the NAV on 30 August 2024. This represented 16.6 per
cent. of the Company's issued share capital. The tender price represented a
21.86 per cent. premium to the share price on 3 September 2024, being the date
on which the tender offer was announced.

 

The RMII Board has concluded that, in order to return further capital to
Shareholders from the proceeds of certain of the Company's Loans that have
been repaid to it, the Company should undertake the Tender Offer as described
in this document for a minimum of £15 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 NAV per Ordinary Share as at 31 May 2025,
which is expected to be the prevailing NAV 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 20 June 2025. 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. Completion of the Tender
Offer is expected to take place on 25 June 2025.

 

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. Further details of the Tender Offer are set out in the
Circular.

 

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.

 

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.

 

Additional Directors' remuneration framework for additional services

 

As set out in the Company's annual report and accounts for the year ended 31
December 2024, as the realisation of the Company's assets continues, the Board
of RMII is spending more and more time getting to better understand the issues
that the underlying companies to which RMII has made loans to are facing in
order to ensure shareholders' interests are protected during the Company's
wind-down process. In 2024, the Directors made several visits to borrowers and
conducted numerous video calls with the managers of those companies. It became
clear that substantially greater time will be required by the Board in the
wind-down phase in managing the tail end of the portfolio.

 

Following a shareholder consultation process, the Board has put in place an
additional compensation package to account for the additional work. A sum
equal to 0.5 per cent. of cash distributed to Shareholders in future tender
offers (including the Tender Offer described in this document) will be accrued
as liability within the Company until liquidators are appointed and the Board
hands over control of the final liquidation process. At that time, the total
accrued amount will be distributed to Directors based on the time spent by
each Director in managing the wind-down process.

 

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 24 June 2025 at the offices of the RM Infrastructure
Income plc, 4(th) Floor, 140 Aldersgate Street, London, EC1A 4HY, 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

                                                                                2025
 Tender Offer opens                                                             29 May

 Final maximum value of Tender Offer, number of Available Shares, Tender Price  20 June
 and Basic Entitlement percentage announced

 Latest time and date for receipt of Forms of Proxy, appointments of proxy via  12.00 p.m. on 20 June
 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 23 June
 Instructions in CREST and Tender Offer Closing Date

 Tender Record Date                                                             6.00 p.m. on 23 June

 Time and date of General Meeting                                               12.00 p.m. on 24 June

 Result of General Meeting and Tender Offer expected to be announced

                                                                                24 June

 Completion of the Tender Offer                                                 25 June

 CREST settlement date: Payments through CREST made and CREST accounts settled  By 1 July

 CREST accounts settled in respect of unsold tendered Ordinary Shares held in
 uncertificated form

                                                                              By 1 July

 Cheques and balancing share certificates despatched to certificated            By 1 July
 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

 Grace Goudar

 Sylvanus Cofie

 

 

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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