TIDMTRIG
RNS Number : 7989G
Renewables Infrastructure Grp (The)
27 November 2020
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN OR INTO, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE
REPUBLIC OF SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH THE
SAME WOULD BE UNLAWFUL.
This announcement has been determined to contain inside
information for the purposes of the Market Abuse Regulation (EU)
No. 596/2014
27 November 2020
The Renewables Infrastructure Group Limited
(TRIG or the Company, a London-listed investment company advised
by InfraRed Capital Partners (InfraRed) as
Investment Manager and RES (Renewable Energy Systems) as Operations Manager)
Result of Issue
Further to the announcement of 23 November 2020 (the Issue
Announcement), the Board of TRIG is pleased to announce that the
Company proposes to issue 160 million New Ordinary Shares pursuant
to the Issue, raising gross proceeds of GBP200m. The Issue was
oversubscribed and a scale-back exercise has been undertaken.
As announced in the Is sue Announcement, the net proceeds of the
Issue will be applied towards repaying amounts expected to be drawn
under the Company's Revolving Credit Facility in the near term,
funding the Existin g Commitments (which predominantly relate to
East Anglia One offshore wind farm) and the acquisition of Pipeline
assets.
Investec Bank plc (Investec) and Liberum Capital Limited
(Liberum) acted as Joint Bookrunners in relation to the Issue (the
Joint Bookrunners).
Shareholder authority to allot Ordinary shares on a non
pre-emptive basis
The Company has authority to allot 63,745,326 Ordinary Shares on
a non pre-emptive basis under its AGM Tap Authority, which equates
to GBP79.7 million at the Issue Price. On 24 November, the Company
published a Circular in order to seek additional authority to allot
up to a further 174,192,585 Ordinary Shares (representing 10 per
cent. of its ordinary share capital in issue) on a non pre-emptive
basis (the New Tap Authority) in order to facilitate the Issue.
Accordingly, New Ordinary Shares pursuant to the Issue will be
issued on a T+12 basis in order to accommodate the EGM
timetable.*
*In the event that the resolution to approve the New Tap
Authority is not passed at the EGM to be held on 14 December 2020,
the total number of New Ordinary Shares issued pursuant to the
Issue will be scaled back as described in the Issue
Announcement.
Capitalised terms not otherwise defined in this announcement
shall have the meaning set out in the Issue Announcement.
Timetable
Event Date (2020)
Latest time and date for 11.00 a.m. on Thursday,
receipt of Forms of Proxy 10 December
or transmission of CREST
Proxy Instructions for the
EGM
------------------------
EGM 11.00 a.m. on Monday,
14 December
------------------------
Results of EGM announced Monday, 14 December
------------------------
Settlement Date and Admission Tuesday, 15 December
------------------------
Helen Mahy CBE, Chairman of TRIG, said:
"On behalf of the TRIG Board, I would like to express our
gratitude to existing and new shareholders for their support in
this fundraising. The Issue was very well supported and
oversubscribed, demonstrating a continued endorsement of the
Company's strategy and approach to generating sustainable returns
from a diversified portfolio of renewables infrastructure that
contributes towards a zero-carbon future."
LEI: 213800N06Q7Q7HMOMT20
For further information, please contact:
Enquiries
InfraRed Capital Partners Limited +44 (0) 20 7484 1800
Richard Crawford
Phil George
Investec Bank plc +44 (0) 20 7597 4000
Lucy Lewis
Denis Flanagan
Tom Skinner
Liberum Capital Limited +44 (0) 20 3100 2000
Chris Clarke
Gillian Martin
Louis Davies
Maitland/AMO +44 (0) 20 7379 5151
James Isola
Zara de Belder
Important Information
The New Ordinary Shares have not been and will not be registered
under the United States Securities Act of 1933, as amended (the
U.S. Securities Act), or with any securities regulatory authority
of any state or other jurisdiction of the United States and may not
be offered, sold, exercised, resold, transferred or delivered,
directly or indirectly, in or into the United States or to or for
the account or benefit of any U.S. Person (within the meaning of
Regulation S under the U.S. Securities Act) except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the U.S. Securities Act and in
compliance with any applicable securities laws of any state or
other jurisdiction in the United States. In addition, the Company
has not been, and will not be, registered under the United States
Investment Company Act of 1940, as amended, (the U.S. Investment
Company Act), nor will InfraRed Capital Partners Limited be
registered as an investment adviser under the United States
Investment Advisers Act of 1940, as amended (the U.S. Investment
Advisers Act), and investors will not be entitled to the benefits
of the U.S. Investment Company Act or the U.S. Investment Advisers
Act.
The distribution of this Announcement, and/or the issue of New
Ordinary Shares in certain jurisdictions may be restricted by law
and/or regulation. No action has been taken by the Company, the
Joint Bookrunners or any of their respective affiliates as defined
in Rule 501(b) under the U.S. Securities Act (as applicable in the
context used, Affiliates) that would permit an offer of the New
Ordinary Shares or possession or distribution of this Announcement
or any other publicity material relating to the New Ordinary Shares
in any jurisdiction where action for that purpose is required
(other than the United Kingdom, the Republic of Ireland, Sweden and
the Netherlands). Persons receiving this Announcement are required
to inform themselves about and to observe any such
restrictions.
Investec Bank plc (Investec), which is authorised in the United
Kingdom by the Prudential Regulation Authority and regulated by the
Financial Conduct Authority and the Prudential Regulation
Authority, and Liberum Capital Limited (Liberum and together with
Investec, the Joint Bookrunners), which is authorised and regulated
in the United Kingdom by the Financial Conduct Authority, are
acting exclusively for the Company and for no-one else in
connection with the Issue and the other matters referred to in this
Announcement, will not regard any other person as their respective
clients in relation to the Issue and will not be responsible to
anyone other than the Company for providing the protections
afforded to their respective clients or for providing advice in
relation to the Issue or any of the other matters referred to
herein. This does not exclude any responsibilities or liabilities
of either of the Joint Bookrunners under FSMA or the regulatory
regime established thereunder.
Information for Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures, in the UK being the
FCA's Product Intervention and Governance Sourcebook (PROD)
(together, the "MiFID II Product Governance Requirements"), and
disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any "manufacturer" (for the purposes
of the MiFID II Product Governance Requirements) may otherwise have
with respect thereto, the New Ordinary Shares have been subject to
a product approval process, which has determined that the New
Ordinary Shares are: (i) compatible with an end target market of
professionally advised retail investors who do not need a
guaranteed income or capital protection and investors who meet the
criteria of professional clients and eligible counterparties, each
as defined in MiFID II; and (ii) eligible for distribution a) if to
professionally advised retail investors, through advised
distribution channels only; or b) through such distribution
channels as are appropriate to professional clients and eligible
counterparties, (in each case) as are permitted by MiFID II (the
"Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors
should note that: the price of the New Ordinary Shares may decline
and investors could lose all or part of their investment; the New
Ordinary Shares offer no guaranteed income and no capital
protection; and an investment in the New Ordinary Shares is
compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating
the merits and risk of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom.
The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the Issue. Furthermore, it is noted
that, notwithstanding the Target Market Assessment, the Joint
Bookrunners have only contacted applicants for participation in the
Tap Issue who meet the criteria of professional clients and
eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the New Ordinary
Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the New Ordinary Shares and
determining appropriate distribution channels.
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