TIDMTRIG
RNS Number : 0586F
Renewables Infrastructure Grp (The)
17 March 2022
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN OR INTO, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE
REPUBLIC OF SOUTH AFRICA.
This announcement has been determined to contain inside
information for the purposes of the market abuse regulation (EU)
No.596/2014.
Investec Bank plc (Investec Bank) is authorised in the United
Kingdom by the Prudential Regulation Authority and regulated by the
Financial Conduct Authority and the Prudential Regulation
Authority. Investec Europe Limited (trading as Investec Europe,
Investec Europe and together with Investec Bank, Investec) is
regulated in Ireland by the Central Bank of Ireland. Liberum
Capital Limited (Liberum and together with Investec, the Joint
Bookrunners) is authorised and regulated in the United Kingdom by
the Financial Conduct Authority. Investec and Liberum are acting
exclusively for the Company in connection with the matters
described in this announcement and are not acting for or advising
any other person, or treating any other person as their respective
client, in relation thereto and will not be responsible for
providing the regulatory protection afforded to their respective
clients or advice to any other person in relation to the matters
contained herein. This does not exclude any responsibilities or
liabilities of any of the Joint Bookrunners under the Financial
Services and Markets Act 2000 (FSMA) or the regulatory regime
established thereunder.
17 March 2022
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)
Acquisition of interest in Hornsea One offshore wind farm, power
prices and production update, Revolving Credit Facility capacity
increase and proposed Issue of Equity
-- Acquisition of 7.8% equity interest in Hornsea One, the
world's largest operational offshore wind farm
-- Significant increase in near-term power prices and above
budget production in January and February 2022, with a positive
impact on NAV
-- Launch of placing of new ordinary shares on a bookbuild basis
(with a floor price of 130p per share), closing at midday on
Thursday, 24 March 2022
-- Revolving Credit Facility capacity increased to GBP600m
-- Webcast at 9:30am UK time Thursday, 17 March 2022
Acquisition
The Board of TRIG announces that the Company has exchanged
contracts to acquire a 7.8% equity interest in the Hornsea One
offshore wind farm in the UK (the Project or Hornsea One) from
Global Infrastructure Partners. Following completion of the
transaction, which is expected to take place at the end of H1 2022,
Hornsea One will represent approximately 8% of TRIG's portfolio, by
value.
Hornsea One benefits from an inflation-linked
Contract-for-Difference ("CfD") subsidy with 13 years remaining. It
is the world's largest operational offshore wind farm and covers an
area of 407km(2) . The wind farm is located approximately 120km off
the Yorkshire coast of England and has demonstrated strong
operational performance since operations commenced in 2020. The
Project generates enough clean electricity to power 1,000,000
homes.
Hornsea One was developed and built by Orsted, utilising 174
Siemens 7MW turbines. Orsted operates the windfarm under a
long-term operations and maintenance agreement.
TRIG's investment in the Project is subject to regulatory and
lender consents, which are expected to be received in the coming
months.
Power prices and generation update
The start of 2022 has seen strong wind levels and significantly
elevated power prices.
Production and captured power prices have been above budget in
the two-month period to 28 February 2022, with particularly strong
wind resource in February, and this is estimated to contribute an
additional c. 1p/share above budgeted performance to the Company's
Net Asset Value since 31 December 2021.
Power price forwards for 2022 and 2023 (and their volatility)
have increased since those used in the valuation of the Company's
portfolio as at 31 December 2021 (the "Portfolio Valuation").
Approximately 30% of the revenues for 2022 of the underlying
investments across TRIG's portfolio are not fixed and exposed to
merchant power prices (consistent with the level as at 31 December
2021). It should be noted that power prices and their forwards are
particularly volatile at the present time and that the outturn
prices may be materially different to the forward prices at a
particular point in time. However, were the increase in power price
forwards since 31 December 2021 to 15 March 2022 used in an
assessment of the fair market value of the Company's portfolio, and
assuming on-budget generation for the remainder of 2022 and for
2023, the Company's Net Asset Value per share might increase by a
further c. 2 to 4p/share.
The lower end of this range is based on the average of the 2022
and 2023 GB power price forwards since 1 January 2022 to 15 March
2022 and the upper end of this range is based on the average of the
power price forwards since the escalation of the conflict in
Ukraine on 24 February 2022 to 15 March 2022. The table below sets
out these data points:
GBP/MWh 2022 2023
31 December 2021 GBP175/MWh GBP115/MWh
----------- -----------
Approximate average forwards from 1 January GBP200/MWh GBP145/MWh
2022 to 15 March 2022
----------- -----------
Approximate average forwards from 24 February GBP245/MWh GBP175/MWh
2022 to 15 March 2022
----------- -----------
The indicated potential impact of the elevated power price
forwards takes the average forwards shown above and deducts c. 15%
for cannibalisation and a further c. 20% to recognise the risk of
being able to capture these levels given that the outturn of power
prices could be lower, particularly as a lack of liquidity in the
power markets at these elevated levels makes it difficult to fix at
these prices. This is consistent with the approach that the Company
adopted in deriving the Portfolio Valuation used in the 31 December
2021 audited accounts.
The Company will next undertake a formal valuation exercise for
the 30 June 2022 interim results.
Revolving Credit Facility
The Company's ESG-linked Revolving Credit Facility ("RCF")
capacity, which enables the Company to act as a cash buyer of
investments, has been increased from GBP500m to GBP600m. The RCF is
GBP73m drawn and covers the existing commitments relating to the
construction of the Ranasjö, Salsjö and Grönhult windfarms and the
Cadiz solar projects of GBP231m which become due over the next two
years as well as the equity commitments to the Hornsea One
transaction announced today and due on the completion of that
acquisition. The RCF has an expiry date of 31 December 2023.
Proposed issue of equity and pipeline
Following the acquisition of the stake in Hornsea One and with
the Investment Manager continuing to see attractive opportunities
across TRIG's core markets, the Company is proposing to issue new
ordinary shares ("New Ordinary Shares") by way of a non-pre-emptive
tap issuance (the "Issue").
Bookbuild
The Issue will be launched immediately following this
announcement, when Investec and Liberum (who are acting as Joint
Bookrunners to the Issue) will commence a bookbuilding process to
determine the level of demand from potential investors for
participation in the Issue.
The New Ordinary Shares are not being offered at a fixed price.
To bid in the bookbuild, investors should communicate their bid (or
bids) by telephone to their usual sales contact at Investec or
Liberum as the case may be. Each bid should state the number of New
Ordinary Shares for which the prospective investor wishes to
subscribe and the price or price range that the prospective
investor is offering to pay; any bid price must be for a full pence
or half pence amount.
The number of New Ordinary Shares to be issued and the price per
New Ordinary Share (the "Strike Price") will be agreed between
Investec, Liberum and the Company following close of the bookbuild
at noon on Thursday, 24 March 2022, and announced shortly
thereafter.
Investors should note that the Strike Price will not be less
than 130.0p.
Investec, Liberum and the Company reserve the right to set a
maximum number of New Ordinary Shares that may be allocated to any
one investor.
The Issue will be made to relevant persons (as defined in the
appendix to this announcement (the "Appendix")) through the Joint
Bookrunners and will be subject to the terms and conditions set out
in the Appendix.
Use of proceeds
The net proceeds of the Issue will be used to repay amounts
drawn under the RCF and to meet near-term funding requirements.
The New Ordinary Shares will be issued under the general
authority to disapply pre-emption rights over 10 per cent. of the
Company's ordinary share capital which was taken at the annual
general meeting of the Company held on 5 May 2021.
Applications will be made to the Financial Conduct Authority for
admission of the New Ordinary Shares to the premium segment of the
Official List and to London Stock Exchange plc for admission to
trading of the New Ordinary Shares on its main market for listed
securities (the Main Market), (together, Admission). It is expected
that Admission will become effective, and that dealings in the New
Ordinary Shares on the Main Market will commence, on 28 March
2022.
Expected timetable
Latest time and date for receipt Midday on Thursday, 24 March 2022
of orders under the Issue
Announcement of results of the Thursday, 24 March 2022
Issue
----------------------------------
New Ordinary Shares issued to investors Thursday, 24 March 2022
on a T+2 basis
----------------------------------
Admission and commencement of dealings 8.00am on Monday, 28 March 2022
in New Ordinary Shares
----------------------------------
The times and dates set out above in the Expected Timetable may
be adjusted by the Company in consultation with the Joint
Bookrunners in which event a further announcement will be made
through an RIS. All references are to London time.
Webcast
The Company will be hosting a short webcast to discuss this
announcement at 9:30am UK time today.
To register for the call and to submit questions, please email
trig-maitlandamo@maitland.co.uk
Helen Mahy, CBE, Chairman of TRIG, said:
" We are only too conscious that these are extremely difficult
times, and our hearts go out to those so tragically affected by the
fighting within Europe. We believe that , against this uncertain
geopolitical backdrop , it remains important to continue to finance
renewables projects and play our part not only in the
decarbonisation of the energy sector , but also contributing to
security of power supply for the UK and the EU. In these
challenging times, we are grateful for the continuing support of
our shareholders."
Richard Crawford, of InfraRed Capital Partners, said:
"Hornsea One is a flagship project globally for the offshore
wind sector. As with each of TRIG's four UK offshore wind
investments, Hornsea One's inflation-indexed subsidy will
contribute to the Company's strategy to balance subsidised and
unsubsidised revenues and to deliver sustainable returns to
shareholders.
This investment is coupled with an increase to the Company's
Revolving Credit Facility and an issue of equity. These financing
arrangements will contribute to funding the acquisition as well as
the Company's construction projects, and provide headroom to pursue
an attractive pipeline of opportunities and further progress our
portfolio diversification strategy."
Enquiries
InfraRed Capital Partners Limited +44 (0) 20 7484 1800
Richard Crawford
Phil George
Minesh Shah
Mohammed Zaheer
Investec Bank plc +44 (0) 20 7597 4000
Lucy Lewis
Denis Flanagan
Tom Skinner
Will Barnett (Sales)
Neil Brierley (Sales)
Alice Douglas (Sales)
Jack Kershaw (Sales)
Dominic Waters (Sales)
Liberum Capital Limited +44 (0) 20 3100 2000
Chris Clarke
Darren Vickers
Owen Matthews
Tom Biltcliffe (Sales)
Andrew Davies (Sales)
James Shields (Sales)
Maitland/AMO +44 (0) 20 7379 5151
Rhys Jones
Charles Withey
The Company
The Renewables Infrastructure Group ("TRIG" or "the Company") is
a leading London-listed renewable energy infrastructure investment
company. The Company seeks to provide shareholders with an
attractive long-term, income-based return with a positive
correlation to inflation by focusing on strong cash generation
across a diversified portfolio of predominantly operating
projects.
TRIG is invested in a portfolio of wind, solar and battery
storage projects spread across the UK, Ireland, France, Germany,
Spain and Sweden with aggregate net generating capacity of over
2.2GW, enough renewable power for over one million homes and
displacing over 1.3 million tonnes of carbon emissions per annum.
TRIG is seeking further suitable investment opportunities which fit
its stated Investment Policy.
Further details can be found on TRIG's website at
www.trig-ltd.com .
Investment Manager
TRIG's Investment Manager is InfraRed Capital Partners Limited
("InfraRed") which has successfully invested in over 200
infrastructure projects since 1997. InfraRed is a leading
international investment manager focused on infrastructure. It
operates worldwide from offices in London, New York, Seoul and
Sydney. With 165 professionals it manages in excess of USD 12
billion of equity capital in multiple private and listed funds,
primarily for institutional investors across the globe. InfraRed is
authorised and regulated by the Financial Conduct Authority.
The infrastructure investment team at InfraRed consists of over
85 investment professionals, all with an infrastructure investment
background and a broad range of relevant skills, including private
equity, structured finance, construction, renewable energy and
facilities management.
InfraRed implements best-in-class practices to underpin asset
management and investment decisions, promotes ethical behaviour and
has established community engagement initiatives to support good
causes in the wider community. InfraRed is a signatory of the
Principles of Responsible Investment.
Further details can be found on InfraRed's website at
www.ircp.com .
Operations Manager
TRIG's Operations Manager is RES (" Renewable Energy Systems "),
the world's largest independent renewable energy company.
RES has been at the forefront of wind energy development for
over 40 years, with the expertise to develop, engineer, construct,
finance and operate projects around the globe. RES has developed or
constructed onshore and offshore wind, solar, energy storage and
transmission projects totalling more than 22GW in capacity. RES
supports over 9GW of operational assets worldwide for a large
client base. Headquartered in Hertfordshire, UK, RES is active in
10 countries and has over 3,000 employees engaged in renewables
globally.
RES is an expert at optimising energy yields, with a strong
focus on safety and sustainability. Further details can be found on
the website at www.res-group.com .
IMPORTANT INFORMATION
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE TAP
ISSUE. THIS ANNOUNCEMENT (INCLUDING THE APPIX) IS DIRECTED ONLY AT
PERSONS SELECTED BY INVESTEC BANK PLC OR INVESTEC EUROPE LIMITED
(TRADING AS INVESTEC EUROPE) (ACTING ON BEHALF OF INVESTEC BANK PLC
IN CERTAIN JURISDICTIONS IN THE EEA) AND LIBERUM CAPITAL LIMITED
(THE "JOINT BOOKRUNNERS") WHO ARE "INVESTMENT PROFESSIONALS"
FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS
ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "FPO") OR "HIGH NET
WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC" FALLING WITHIN
ARTICLE 49(2) OF THE FPO OR TO PERSONS TO WHOM IT MAY OTHERWISE
LAWFULLY BE COMMUNICATED UNDER THE FPO (ALL SUCH PERSONS TOGETHER
BEING REFERRED TO AS "RELEVANT PERSONS"). ONLY RELEVANT PERSONS MAY
PARTICIPATE IN THE TAP ISSUE AND THE TERMS AND CONDITIONS SET OUT
HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT
RELEVANT PERSONS.
THE NEW ORDINARY SHARES THAT ARE THE SUBJECT OF THE TAP ISSUE
ARE NOT BEING OFFERED OR SOLD TO ANY PERSON IN THE UNITED KINGDOM
OR THE EUROPEAN ECONOMIC AREA ("EEA"), OTHER THAN TO PERSONS WHO
ARE BOTH (I) "QUALIFIED INVESTORS" AS DEFINED IN ARTICLE 2(E) OF
THE UK PROSPECTUS REGULATION OR ARTICLE 2(E) OF THE EU PROSPECTUS
REGULATION (AS APPLICABLE), WHICH INCLUDES LEGAL ENTITIES WHICH ARE
REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (IN THE UK) OR
ENTITIES WHICH ARE NOT SO REGULATED WHOSE CORPORATE PURPOSE IS
SOLELY TO INVEST IN SECURITIES AND (II) PERSONS TO WHOM THE NEW
ORDINARY SHARES MAY BE LAWFULLY MARKETED UNDER THE UK AIFMD LAWS OR
THE EU ALTERNATIVE INVESTMENT FUND MANAGERS DIRECTIVE OR THE
APPLICABLE IMPLEMENTING LEGISLATION (IF ANY) OF THE MEMBER STATE OF
THE EEA IN WHICH SUCH PERSON IS DOMICILED OR IN WHICH SUCH PERSON
HAS A REGISTERED OFFICE (AS APPLICABLE).
The New Ordinary Shares have not been and will not be registered
under the U.S. 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 (as defined
below), and accordingly may not be offered, sold or transferred
within the United States of America, its territories or
possessions, any State of the United States or the District of
Columbia (the "United States") except pursuant to an exemption
from, or in a transaction not subject to, registration under the
U.S. Securities Act. The Tap Issue is being made (i) outside the
United States in reliance on the exemption from the registration
requirements of the U.S. Securities Act provided by Regulation S
and (ii) to persons located inside the United States or to U.S.
Persons that are "qualified institutional buyers" (as the term is
defined in Rule 144A under the U.S. Securities Act) that are also
"qualified purchasers" within the meaning of section 2(A)(51) of
the U.S. Investment Company Act in reliance on an exemption from
registration provided by section 4(A)(2) under the U.S. Securities
Act. The Company has not been and will not be registered under the
U.S. Investment Company Act of 1940, as amended (the "U.S.
Investment Company Act") and investors will not be entitled to the
benefits of the U.S. Investment Company Act.
This Announcement does not constitute an offer to sell or issue
or a solicitation of an offer to buy or subscribe for New Ordinary
Shares in any jurisdiction including, without limitation, the
United States, Australia, Canada, Japan or South Africa or any
other jurisdiction in which such offer or solicitation is or may be
unlawful (an "Excluded Territory"). This Announcement and the
information contained therein are not for publication or
distribution, directly or indirectly, to persons in an Excluded
Territory unless permitted pursuant to an exemption under the
relevant local law or regulation in any such jurisdiction.
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.
Persons receiving this Announcement are required to inform
themselves about and to observe any such restrictions. All offers
of the New Ordinary Shares in Canada will be made pursuant to an
exemption to the prospectus requirement as set out in section 2.3
of National Instrument 45-106 - Prospectus Exemptions. The terms
and conditions set out in this Announcement are for information
purposes only and, in the cases of persons who are resident of
Canada or otherwise subject to the securities laws of Canada, this
Announcement is intended only for persons that are "permitted
clients" as defined in National Instrument 31-103 - Registration
Requirements, Exemptions and Ongoing Registrant Obligations.
Investec Bank plc ("Investec Bank") which is authorised in the
United Kingdom by the Prudential Regulation Authority and regulated
by the Financial Conduct Authority (the "FCA") and the Prudential
Regulation Authority, Investec Europe Limited (trading as Investec
Europe "Investec Europe") acting as agent on behalf of Investec
Bank in certain jurisdictions in the EEA (together Investec Bank
and Investec Europe hereinafter in this Appendix referred to as
"Investec") is regulated in Ireland by the Central Bank of Ireland,
and Liberum Capital Limited ("Liberum", and together with Investec,
the "Joint Bookrunners", is authorised and regulated in the United
Kingdom by the FCA. Each of Investec and Liberum are acting
exclusively for the Company and for no-one else in connection with
the Tap Issue, will not regard any other person as their respective
clients in relation to the Tap Issue and will not be responsible to
anyone other than the Company for providing the protections
afforded to clients of the Joint Bookrunners or for providing
advice in relation to the Tap Issue or any of the other matters
referred to herein. This does not exclude any responsibilities or
liabilities of any of the Joint Bookrunners under FSMA or the
regulatory regime established thereunder.
Information to 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; (c) local implementing measures; and/or (d) (where
applicable to UK investors or UK firms) the relevant provisions of
the UK MiFID Laws (including 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 (a) retail 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 risks of such an
investment and who have sufficient resources to be able to bear any
losses that may result therefrom, (b) investors who meet the
criteria of professional clients and (c) eligible counterparties,
each as defined in MiFID II; and (ii) eligible for distribution
through all distribution channels 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 risks 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 Tap Issue. Furthermore, it is noted
that, notwithstanding the Target Market Assessment, the Joint
Bookrunners will only contact prospective 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 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.
Definitions of certain capitalised terms used in this section
and in the Appendix are contained in paragraph 13 of the
Appendix.
Appendix
Terms and Conditions of the Tap Issue
1. General
1.1 By participating in the issue referred to in this
Announcement (the "Tap Issue") each applicant for New Ordinary
Shares (an "Applicant") is deemed to have read and understood this
Announcement (including this Appendix) in its entirety and to be
providing the representations, warranties, undertakings, agreements
and acknowledgements contained in this Appendix.
1.2 Each Applicant which confirms its agreement (whether orally
or in writing) to Investec and/or to Liberum to subscribe for New
Ordinary Shares under the Tap Issue will be bound by these terms
and conditions and will be deemed to have accepted them.
1.3 The Company and/or Investec and/or Liberum may require any
Applicant to agree to such further terms and/or conditions and/or
give such additional warranties and/or representations as it (in
its absolute discretion) sees fit and/or may require any such
Applicant to execute a separate letter (a "Tap Issue Letter"). The
terms and conditions contained in any Tap Issue Letter shall be
supplemental and in addition to the terms and conditions contained
in this Appendix.
2. Agreement to Acquire New Ordinary Shares
2.1 Conditional upon:
(a) Admission occurring and becoming effective by 8.00 a.m.
(London time) on the date indicated in this Announcement (or such
later time and/or date, not being later than 31 March 2022, as the
Company and the Joint Bookrunners may agree);
(b) the Tap Issue Agreement between the Company, Infrared
Capital Partners Limited (the "Investment Manager") and the Joint
Bookrunners dated 12 March 2018 (as amended) (the "Tap Issue
Agreement") becoming otherwise unconditional in all respects in
relation to the Tap Issue, (save as to the Admission of the New
Ordinary Shares) and not having been terminated on or before
Admission; and
(c) Investec and/or Liberum confirming to the Applicants their
allocation of the relevant New Ordinary Shares,
an Applicant agrees to become a member of the Company and agrees
to subscribe for those New Ordinary Shares allocated to it by
Investec and/or Liberum at the Strike Price per New Ordinary Share
(the "Issue Price"), provided that the Applicant applied to acquire
New Ordinary Shares under the Tap Issue at a price equal to or
greater than the Strike Price.
2.2 To the fullest extent permitted by law, each Applicant
acknowledges and agrees that it will not be entitled to exercise
any remedy of rescission at any time. This does not affect any
other rights the Applicant may have.
3. Payment for New Ordinary Shares
3.1 Each Applicant must pay the Issue Price for the New Ordinary
Shares issued to or for the benefit of the Applicant in the manner
and by the time directed by Investec and/or Liberum. If any
Applicant fails to pay as so directed and/or by the time required,
the relevant Applicant's application for the New Ordinary Shares
shall, at the Joint Bookrunners' discretion, either be accepted or
rejected in which case paragraphs 4.4 or 7.5 of these terms and
conditions shall apply to such application respectively.
4. Participation in, and principal terms of, the Tap Issue
4.1 Prospective Applicants will be identified and contacted by the Joint Bookrunners.
4.2 The latest time and date for receipt of commitments under
the Tap Issue is midday on 24 March 2022. The Joint Bookrunners
reserve the right to bring this date forward, or to extend the
timetable at their discretion, provided that the closing date will
not be later than 31 March 2022.
4.3 The Joint Bookrunners will re--contact and confirm orally or
in writing to Applicants the size of their respective allocations
and a trade confirmation will be dispatched as soon as possible
thereafter. The Joint Bookrunners' oral or written confirmation of
the size of allocations and each Applicant's oral commitment to
accept the same or such lesser number as determined in accordance
with paragraph 4.4 below will constitute a legally binding
agreement pursuant to which each such Applicant will be required to
accept the number of New Ordinary Shares allocated to the Applicant
at the Issue Price and otherwise on the terms and subject to the
conditions set out in this Appendix.
4.4 The Company (after consultation with the Joint Bookrunners,
the Investment Manager and the Operations Manager) reserves the
right to scale back the number of New Ordinary Shares to be
subscribed by any Applicant in the event of an oversubscription in
the Tap Issue. The Company and the Joint Bookrunners also reserve
the right not to accept offers to subscribe for New Ordinary Shares
or to accept such offers in part rather than in whole. The Joint
Bookrunners shall be entitled to effect the Tap Issue by such
method as they shall in their sole discretion jointly determine. To
the fullest extent permissible by law, neither the Joint
Bookrunners, nor any holding company of the Joint Bookrunners, nor
any subsidiary, branch or affiliate of the Joint Bookrunners (each
an "Affiliate") nor any person acting on behalf of any of the
foregoing shall have any liability to Applicants (or to any other
person whether acting on behalf of an Applicant or otherwise). In
particular, none of the Joint Bookrunners, nor any Affiliate
thereof nor any person acting on their behalf shall have any
liability to Applicants in respect of their conduct of the Tap
Issue. No commissions will be paid to Applicants or directly by
Applicants in respect of the New Ordinary Shares.
4.5 Each Applicant's obligations will be owed to the Company and
to the Joint Bookrunners. Following the oral or written
confirmation(s) referred to above, each Applicant will have an
immediate, separate, irrevocable and binding obligation, owed to
the Joint Bookrunners, to pay to the Joint Bookrunners (or as the
Joint Bookrunners may direct) in cleared funds an amount equal to
the product of the Issue Price and the number of New Ordinary
Shares which such Applicant has agreed to acquire under the Tap
Issue. Commitments under the Tap Issue, once made, cannot be
withdrawn without the consent of the Directors. The Company shall
allot such New Ordinary Shares to each Applicant (or to any of the
Joint Bookrunners for onward transmission to the relevant
Applicant) following each Applicant's payment to the Joint
Bookrunners of such amount.
4.6 Each Applicant agrees to indemnify on demand and hold each
of the Joint Bookrunners, the Company, the Investment Manager and
the Operations Manager and its and their respective Affiliates
harmless from any and all costs, claims, liabilities and expenses
(including legal fees and expenses) arising out of or in connection
with any breach of the acknowledgements, undertakings,
representations, warranties and agreements set forth in these terms
and conditions as supplemented by any Tap Issue Letter.
4.7 All obligations of the Joint Bookrunners under the Tap Issue
will be subject to fulfilment of the conditions referred to below
under "Conditions".
5. Conditions
5.1 The Tap Issue is conditional upon the Tap Issue Agreement
becoming unconditional in relation to the Tap Issue and not having
been terminated in accordance with its terms. The conditions in the
Tap Issue Agreement are customary for an agreement of this nature
and include (inter alia) Admission occurring in relation of the New
Ordinary Shares and none of the representations and warranties
given by the Company and the Investment Manager being breached or
untrue in any material respect.
5.2 If the Tap Issue does not become unconditional and/or the
Tap Issue Agreement is terminated, the Tap Issue will lapse and
each Applicant's rights and obligations under the Tap Issue shall
cease and determine at such time and no claim may be made by an
Applicant in respect thereof. The Joint Bookrunners shall have no
liability to any Applicant (or to any other person whether acting
on behalf of an Applicant or otherwise) in respect of any decision
they may make as to whether or not to waive or to extend the time
and/or date for the satisfaction of any condition relating to the
Tap Issue in the Tap Issue Agreement or in respect of the Tap Issue
generally.
5.3 By participating in the Tap Issue, each Applicant agrees
that its rights and obligations hereunder terminate only in the
circumstances described above and will not be capable of rescission
or termination by the Applicant.
5.4 By participating in the Tap Issue, each Applicant agrees
with the Joint Bookrunners that the exercise by the Joint
Bookrunners of any right of termination or other discretion under
the Tap Issue Agreement shall be within the absolute discretion of
the Joint Bookrunners and that the Joint Bookrunners need not make
any reference to the Applicant in this regard and that, to the
fullest extent permitted by law, the Joint Bookrunners shall not
have any liability whatsoever to the Applicant in connection with
any such exercise.
6. No Prospectus
6.1 The Tap Issue is only available to Relevant Persons that are
identified and contacted by the Joint Bookrunners and the New
Ordinary Shares will only be offered in such a way as to not
require a prospectus in Guernsey, the United Kingdom or elsewhere.
No offering document or prospectus has been or will be submitted to
be approved by the Guernsey Financial Services Commission nor the
States of Guernsey Policy Council nor the FCA in relation to the
Tap Issue and Applicants' commitments will be made solely on the
basis of the information contained in this Announcement (including
this Appendix) and information that has been published by the
Company in accordance with the Disclosure Guidance and Transparency
Rules, UK MAR and the Company's pre-investment disclosure document
prepared in accordance with the UK AIFMD Laws and the EU AIFM
Directive (the "Disclosure Document" and collectively "Regulatory
Information").
6.2 Each Applicant, by accepting a participation in the Tap
Issue, agrees that the content of this Announcement, including this
Appendix, is exclusively the responsibility of the Company and
confirms to the Joint Bookrunners, the Company, the Investment
Manager and the Operations Manager that it has neither received nor
relied on any other information (other than the Regulatory
Information), representation, warranty, or statement made by or on
behalf of the Company or the Joint Bookrunners (other than the
amount of the relevant Applicant participation in the oral or
written confirmation given to Applicants and the trade confirmation
referred to elsewhere in this Appendix), any of their respective
Affiliates, any person acting on behalf of the Company, the
Investment Manager or the Operations Manager and neither the Joint
Bookrunners, nor any of their Affiliates, nor any person acting on
their behalf, nor the Company, nor the Investment Manager or the
Operations Manager will be liable for any Applicant's decision to
participate in the Tap Issue based on any other information,
representation, warranty or statement which the Applicant may have
obtained or received (regardless of whether or not such
information, representation, warranty or statement was given or
made by or on behalf of such persons). By participating in the Tap
Issue, each Applicant acknowledges to and agrees with the Joint
Bookrunners for itself and as agents for the Company, that it has
relied on its own investigation of the business, financial or other
position of the Company in accepting a participation in the Tap
Issue, and confirms that it has understood the risks of investing
in the Company and acquiring New Ordinary Shares and has read the
risk factors detailed in the Company's latest annual report and
financial statements, in the Company's most recently published
prospectus and in the Disclosure Document, each of which are
available on the Company's website www.trig-ltd.com/. Each
Applicant also acknowledges that it has had an opportunity to
review and access the information on the Company's ongoing charges
detailed in the Regulatory Information. Nothing in this paragraph
shall exclude the liability of any person for fraudulent
misrepresentation.
7. Registration and settlement
7.1 Settlement of transactions in the relevant New Ordinary
Shares following their Admission will take place within the CREST
system, using the DVP mechanism, subject to certain exceptions. The
Joint Bookrunners reserve the right to require settlement for and
delivery of the relevant New Ordinary Shares to Applicants by such
other means as they may deem necessary, if delivery or settlement
is not possible or practicable within the CREST system within the
timetable set out in this Announcement (including this Appendix) or
would not be consistent with the regulatory requirements in the
Applicant's jurisdiction.
7.2 Each Applicant allocated New Ordinary Shares in the Tap
Issue will be sent a trade confirmation stating the number of New
Ordinary Shares allocated to it, the aggregate amount owed by such
Applicant to the Joint Bookrunners and settlement instructions.
Applicants should settle against CREST Participant ID: 331 for
Investec or CREST Participant ID: 7BUAG for Liberum, depending on
which of the Joint Bookrunners has sent the Applicant the trade
confirmation. Each Applicant agrees that it will do all things
necessary to ensure that delivery and payment is completed in
accordance with either the standing CREST or certificated
settlement instructions which it has in place with the relevant
Joint Bookrunner.
7.3 It is expected that settlement will be on a T+2 basis in
accordance with the instructions set out in the trade confirmation.
Trade confirmations will be despatched on or around 23 March 2022
and this will also be the trade date in respect thereof.
7.4 Interest is chargeable daily on payments not received from
Applicants on the due date in accordance with the arrangements set
out above at the rate of 2 percentage points above the base rate of
Barclays Bank Plc.
7.5 Each Applicant is deemed to agree that if it does not comply
with these obligations, the Joint Bookrunners may sell any or all
of the New Ordinary Shares allocated to the Applicant on such
Applicant's behalf and retain from the proceeds, for their own
account and profit, an amount equal to the aggregate amount owed by
the Applicant plus any interest due. The Applicant will, however,
remain liable for any shortfall below the aggregate amount owed by
such Applicant and it may be required to bear any tax or other
charges (together with any interest or penalties) which may arise
upon the sale of such New Ordinary Shares on such Applicant's
behalf.
7.6 If New Ordinary Shares are to be delivered to a custodian or
settlement agent, the Applicant should ensure that the trade
confirmation is copied and delivered immediately to the relevant
person within that organisation.
7.7 Insofar as New Ordinary Shares are registered in the
Applicant's name or that of its nominee or in the name of any
person for whom the Applicant is contracting as agent or that of a
nominee for such person, such New Ordinary Shares will, subject as
provided below, be so registered free from any liability to PTM
levy, stamp duty or stamp duty reserve tax. If there are any
circumstances in which any other stamp duty or stamp duty reserve
tax is payable in respect of the issue of the New Ordinary Shares,
neither the Joint Bookrunners nor the Company shall be responsible
for the payment thereof. Applicants will not be entitled to receive
any fee or commission in connection with the Tap Issue.
8. Representations and Warranties
By participating in the Tap Issue, each Applicant will (for
itself and any person(s) procured by it to acquire New Ordinary
Shares and any nominee(s) for any such person(s)) be deemed to
acknowledge, agree, represent and warrant to each of the Company,
the Investment Manager, the Operations Manager and the Joint
Bookrunners that:
8.1 it has carried out its own investigation of the Company and
the New Ordinary Shares and has read this Announcement, including
this Appendix, in its entirety and acknowledges that its
acquisition of New Ordinary Shares is subject to and based upon all
the terms, conditions, representations, warranties, indemnities,
acknowledgements, agreements and undertakings and other information
contained herein and undertakes not to redistribute or duplicate
this Announcement (including this Appendix);
8.2 no offering document or prospectus has been prepared in
connection with the New Ordinary Shares and represents and warrants
that it has not received a prospectus or other offering document in
connection therewith (provided that the investor presentation
prepared in connection with the Tap Issue may, under applicable
Canadian securities laws, be considered an "offering memorandum"
for the purposes of those securities laws);
8.3 the Ordinary Shares are listed on the premium listing
segment of the Official List of the Financial Conduct Authority,
and the Company is therefore required to publish Regulatory
Information, which includes a description of the nature of the
Company's business and the Company's most recent balance sheet and
profit and loss account and that the Applicant is able to obtain or
access such information without undue difficulty, and is able to
obtain access to such information or comparable information
concerning any other publicly traded company, without undue
difficulty;
8.4 it is relying solely on this Announcement (including this
Appendix) and the Regulatory Information published by the Company
prior to Admission of the New Ordinary Shares issued pursuant to
the Tap Issue and not on any other information given, or
representation or statement made at any time, by any person
concerning the Company or the Tap Issue. It agrees that none of the
Company, the Investment Manager, the Operations Manager and the
Joint Bookrunners, nor any of their respective officers, agents or
employees, will have any liability for any other information or
representation. It irrevocably and unconditionally waives any
rights it may have in respect of any other information or
representation;
8.5 the content of this Announcement and the Regulatory
Information is exclusively the responsibility of the Company and
(in respect of the Regulatory Information) in addition to the
Company, the persons stated therein as accepting responsibility,
and apart from the liabilities and responsibilities, if any, which
may be imposed on any of the Joint Bookrunners under any regulatory
regime, none of the Joint Bookrunners nor any person acting on
their behalf nor any of their Affiliates makes any representation,
express or implied, nor accepts any responsibility whatsoever for
the contents of this Announcement and the Regulatory Information
nor for any other statement made or purported to be made by them or
on its or their behalf in connection with the Company, the New
Ordinary Shares or the Tap Issue, including but without limitation
any Key Information Document published by the Company in accordance
with UK PRIIPs Laws (and/or the EU PRIIPs Regulation);
8.6 if the laws of any territory or jurisdiction outside the
United Kingdom are applicable to its agreement to acquire New
Ordinary Shares under the Tap Issue, it warrants that it has
complied with all such laws, obtained all governmental and other
consents which may be required, complied with all requisite
formalities and paid any issue, transfer or other taxes due in
connection with its application in any territory and that it has
not taken any action or omitted to take any action which will
result in the Company, the Investment Manager, the Operations
Manager, or any of the Joint Bookrunners or any of their respective
Affiliates, officers, agents or employees acting in breach of the
regulatory or legal requirements, directly or indirectly, of any
territory or jurisdiction outside the United Kingdom in connection
with the Tap Issue;
8.7 it does not have a registered address in, and is not a
citizen, resident or national of, any jurisdiction in which it is
unlawful to make or accept an offer of the New Ordinary Shares and
it is not acting on a non-discretionary basis for any such
person;
8.8 it acknowledges that no person is authorised in connection
with the Tap Issue to give any information or make any
representation other than as contained in this Appendix or the
Regulatory Information and, if given or made, any information or
representation must not be relied upon as having been authorised by
any of the Joint Bookrunners, the Company, the Investment Manager
or the Operations Manager;
8.9 it is not applying as, nor is it applying as nominee or
agent for, a person who is or may be liable to notify and account
for tax under the Stamp Duty Reserve Tax Regulations 1986 at any of
the increased rates referred to in section 67, 70, 93 or 96
(depository receipts and clearance services) of the Finance Act
1986;
8.10 it accepts that none of the New Ordinary Shares have been
or will be registered in any jurisdiction other than the United
Kingdom and that the New Ordinary Shares may not be offered, sold
or delivered, directly or indirectly, within any Excluded
Territory;
8.11 if it is applying for New Ordinary Shares in circumstances
under which the laws or regulations of a jurisdiction other than
the United Kingdom would apply, that it is a person to whom the New
Ordinary Shares may be lawfully offered under that other
jurisdiction's laws and regulations;
8.12 it has not been engaged to acquire the New Ordinary Shares
(a) on behalf of any other person in the UK who is not a qualified
investor (within the meaning of Article 2(e) of the UK Prospectus
Regulation) unless the terms on which it is engaged enable it to
make decisions concerning the acceptance of offers of transferable
securities on the client's behalf without reference to the client
as described in section 86(2) of FSMA or (b) where it has been
engaged to acquire New Ordinary Shares on behalf of any other
person in the EEA who is not a qualified investor (within the
meaning of Article 2(e) of the EU Prospectus Regulation) unless the
offer of the New Ordinary Shares is not treated under the EU
Prospectus Regulation as having been made to such other person;
8.13 if it is resident in the UK, (a) it is a qualified investor
within the meaning of Article 2(e) of the UK Prospectus Regulation
and also a person (i) who has professional experience in matters
relating to investments falling with Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (the
"Order"); or (ii) falling within Article 49(2)(a) to (d) ("High Net
Worth Companies, Unincorporated Associations, etc") of the Order;
or (iii) to whom this Announcement (including this Appendix) may
otherwise be lawfully communicated, and (b) if it is a financial
intermediary, as that term is used in Article 5 of the UK
Prospectus Regulation, that the New Ordinary Shares acquired by it
in the Tap Issue will not be acquired on a non-discretionary basis
on behalf of, nor will they be acquired with a view to their offer
or resale to, persons in the UK other than qualified investors
(within the meaning of Article 2(e) of the UK Prospectus
Regulation), or in circumstances in which the prior consent of the
Joint Bookrunners has been given to the offer or resale;
8.14 if it is a resident in the EEA:
(a) it is a qualified investor within the meaning of Article
2(e) of the EU Prospectus Regulation; and
(b) if the relevant Member State has implemented the EU AIFM
Directive, that it is a person to whom the New Ordinary Shares may
be lawfully marketed under the EU AIFM Directive or under the
applicable implementing legislation (if any) of the relevant Member
State; and
(c) if it is a financial intermediary, as that term is used in
Article 5 of the EU Prospectus Regulation, that the New Ordinary
Shares purchased by it in the Tap Issue will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired
with a view to their offer or resale to, persons in a Member State
other than qualified investors (within the meaning of Article 2(e)
of the EU Prospectus Regulation), or in circumstances in which the
prior consent of the Joint Bookrunners has been given to the offer
or resale;
8.15 if it is outside the United Kingdom, neither this
Announcement (including this Appendix) nor any other information of
document issued by or on behalf of or in respect of the Company or
any of the Joint Bookrunners constitutes an invitation, offer or
promotion to, or arrangement with, it or any person whom it is
procuring to subscribe for New Ordinary Shares pursuant to the Tap
Issue unless, in the relevant territory, such offer, invitation or
other course of conduct could lawfully be made to it or such person
and such documents or materials could lawfully be provided to it or
such person and the New Ordinary Shares could lawfully be
distributed to and subscribed and held by it or such person without
compliance with any unfulfilled approval, registration or other
regulatory or legal requirements
8.16 if it is resident of Canada or otherwise subject to the
securities laws of Canada or is purchasing the New Ordinary Shares
as principal for a resident of Canada or person otherwise subject
to the laws of Canada (a "Canadian Purchaser"), it, and, if
applicable, the principal, is a "permitted client" as defined in
National Instrument 31-103 - Registration Requirements, Exemptions
and Ongoing Registrant Obligations and is purchasing the New
Ordinary Shares pursuant to the "accredited investor" exemption to
the prospectus requirement as set out in Section 2.3 of National
Instrument 45-106 - Prospectus Exemptions. Accordingly, it
acknowledges that: (a) Canadian Purchasers do not receive the
benefits associated with a subscription for securities issued
pursuant to a prospectus, including the review of offering
materials by any securities regulatory authority; (b) no securities
commission or similar securities regulatory authority in Canada has
reviewed or in any way passed upon this Announcement (including
this Appendix) or the merits of the New Ordinary Shares and any
representation to the contrary is an offence under applicable
Canadian securities laws; and (c) the New Ordinary Shares will be
subject to resale restrictions in accordance with National
Instrument 45-102 - Prospectus Exempt Distributions and, because
the Company is not a reporting issuer in any province or territory
of Canada, such resale restrictions may never expire, and if no
further statutory exemption may be relied upon and if no
discretionary order is obtained, the resale restrictions could
result in the Canadian Purchaser having to hold the New Ordinary
Shares for an indefinite period of time;
8.17 if the Applicant it is a natural person, such Applicant is
not under the age of majority (18 years of age in the United
Kingdom) on the date of it agrees to apply for New Ordinary Shares
and will not be any such person on the date any such agreement to
apply under the Tap Issue is accepted;
8.18 it has the funds available to pay in full for the New
Ordinary Shares for which it has agreed to acquire pursuant to its
commitment under the Tap Issue and that it will pay the total
subscription in accordance with the terms set out in this Appendix
and, as applicable, as set out in the contract note or other
confirmation and the Tap Issue Letter (if any) on the due time and
date;
8.19 (i) it has communicated or caused to be communicated and
will communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of FSMA) relating to the New Ordinary Shares only in
circumstances in which section 21(1) of FSMA does not require
approval of the communication by an authorised person; and (ii) no
document is being issued by Investec Bank or Liberum in its
capacity as an authorised person under section 21 of FSMA;
8.20 it acknowledges that none of the Joint Bookrunners nor any
of their respective Affiliates nor any person acting on their
behalf is making any recommendations to it, advising it regarding
the suitability of any transactions it may enter into in connection
with the Tap Issue or providing any advice in relation to the Tap
Issue and participation in the Tap Issue is on the basis that it is
not and will not be a client of any of the Joint Bookrunners or any
of their Affiliates and that the Joint Bookrunners and any of their
Affiliates do not have any duties or responsibilities to it for
providing the protections afforded to their respective clients or
for providing advice in relation to the Tap Issue or the Company
nor in respect of any representations, warranties, undertaking or
indemnities contained in these terms and conditions and/or in any
Tap Issue Letter;
8.21 it acknowledges that where it is acquiring New Ordinary Shares for one or more managed, discretionary or advisory accounts, it is authorised in writing for each such account:
(a) to acquire the New Ordinary Shares for each such account;
(b) to make on each such account's behalf the representations,
warranties and agreements set out in this Appendix; and
(c) to receive on behalf of each such account any documentation
relating to the Tap Issue in the form provided by the Company
and/or any of the Joint Bookrunners. It agrees that the provision
of this paragraph shall survive any resale of the New Ordinary
Shares by or on behalf of any such account;
8.22 it irrevocably appoints any Director and any director of
any of the Joint Bookrunners to be its agent and on its behalf
(without any obligation or duty to do so), to sign, execute and
deliver any documents and do all acts, matters and things as may be
necessary for, or incidental to, its acquisition of all or any of
the New Ordinary Shares for which it has given a commitment under
the Tap Issue, in the event of its own failure to do so;
8.23 it accepts that if the Tap Issue does not proceed (for
whatever reason) then none of the Company, the Joint Bookrunners,
the Investment Manager, the Operations Manager or any of their
Affiliates, nor persons controlling, controlled by or under common
control with any of them nor any of their respective employees,
agents, officers, members, stockholders, partners or
representatives, shall have any liability whatsoever to it or any
other person;
8.24 it acknowledges that any person in Guernsey involved in the
business of the Company who has a suspicion or belief that any
other person (including the Company or any person subscribing for
New Ordinary Shares) is involved in money laundering activities, is
under an obligation to report such suspicion to the Financial
Intelligence Service pursuant to the Terrorism and Crime (Bailiwick
of Guernsey) Law, 2002 (as amended);
8.25 if it is acting as a "distributor" (for the purposes of the MiFID II Product Governance Requirements):
(a) it acknowledges that the Target Market Assessment undertaken
by the Joint Bookrunners and the Investment Manager does not
constitute: (a) an assessment of suitability or appropriateness for
the purposes of EU MiFID II or the UK MiFID II Laws; 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, and each distributor is responsible for
undertaking its own target market assessment in respect of the New
Ordinary Shares and determining appropriate distribution
channels;
(b) notwithstanding any Target Market Assessment undertaken by
the Joint Bookrunners and the Investment Manager, it confirms that
it has satisfied itself as to the appropriate knowledge,
experience, financial situation, risk tolerance and objectives and
needs of the investors to whom it plans to distribute the New
Ordinary Shares and that it has considered the compatibility of the
risk/ reward profile of such New Ordinary Shares with the end
target market;
(c) it acknowledges 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 risks of such an investment and who have
sufficient resources to be able to bear any losses that may result
therefrom;
(d) it acknowledges that the Joint Bookrunners are acting for
the Company in connection with the Tap Issue and for no-one else
and that they will not treat any Applicant as their respective
customers by virtue of such application being accepted or owe any
Applicant any duties or responsibilities concerning the price of
the New Ordinary Shares or concerning the suitability of the New
Ordinary Shares for the Applicant or be responsible to the
Applicant for the protections afforded to their respective
customers; and
(e) it agrees that if so required by a Joint Bookrunner or the
Investment Manager, it shall provide aggregated summary information
on sales of the New Ordinary Shares as contemplated under rule
3.3.30R of the PROD Sourcebook and information on the reviews
carried out under rules 3.3.26R to 3.3.28R of the PROD
Sourcebook;
8.26 in connection with its participation in the Tap Issue, it
has observed all relevant legislation and regulations, in
particular (but without limitation) those relating to money
laundering and that its application is only made on the basis that
it accepts full responsibility for any requirement to verify the
identity of its clients and other persons in respect of whom it has
applied. In addition, it warrants that it is a person: (i) subject
to the UK Money Laundering Regulations 2017; or (ii) subject to the
EU Money Laundering Directive; or (iii) subject to the Guernsey AML
Requirements; or (iv) acting in the course of a business in
relation to which an overseas regulatory authority exercises
regulatory functions and is based or incorporated in, or formed
under the law of, a country in which there are in force provisions
at least equivalent to those required by the EU Money Laundering
Directive;
8.27 it agrees that, due to anti-money laundering and the
countering of terrorist financing requirements, any of the Joint
Bookrunners and/or the Company may require proof of identity of the
Applicant and related parties and verification of the source of the
payment before the application can be processed and that, in the
event of delay or failure by the Applicant to produce any
information required for verification purposes, the Joint
Bookrunners and/or the Company may refuse to accept the application
and the subscription monies relating thereto. It holds harmless and
will indemnify the Joint Bookrunners and/or the Company against any
liability, loss or cost ensuing due to the failure to process its
application, if such information as has been required has not been
provided by it or has not been provided on a timely basis;
8.28 the Joint Bookrunners and the Company (and any agent on
their behalf) are entitled to exercise any of their rights under
the Tap Issue Agreement or any other right in their absolute
discretion without any liability whatsoever to them (or any agent
acting on their behalf);
8.29 the representations, undertakings and warranties contained
in this Appendix are irrevocable. It acknowledges that the Joint
Bookrunners, the Company and their respective Affiliates will rely
upon the truth and accuracy of the foregoing representations and
warranties and it agrees that if any of the representations or
warranties made or deemed to have been made by its subscription of
the relevant New Ordinary Shares are no longer accurate, it shall
promptly notify the Joint Bookrunners and the Company in
writing;
8.30 where it or any person acting on behalf of it is dealing
with any of the Joint Bookrunners, any money held in an account
with any of the Joint Bookrunners on behalf of it and/or any person
acting on behalf of it will not be treated as client money within
the meaning of the relevant rules and regulations of the Financial
Conduct Authority which therefore will not require the Joint
Bookrunners to segregate such money, as that money will be held by
any of the Joint Bookrunners under a banking relationship and not
as trustee;
8.31 any of its clients, whether or not identified to the Joint
Bookrunners or any of their Affiliates or agents, will remain its
sole responsibility and will not become clients of the Joint
Bookrunners or any of their Affiliates or agents for the purposes
of the rules of the Financial Conduct Authority or for the purposes
of any other statutory or regulatory provision;
8.32 it accepts that the allocation of New Ordinary Shares shall
be determined by the Company (in consultation with the Joint
Bookrunners and the Investment Manager) in their absolute
discretion and that such persons may scale down any Tap Issue
commitments for this purpose on such basis as they may
determine;
8.33 it is aware of the obligations regarding insider dealing in
the Criminal Justice Act 1993, the Proceeds of Crime Act 2002 and
UK MAR and confirms that it has and will continue to comply with
those obligations;
8.34 time shall be of the essence as regards its obligations to
settle payment for the relevant New Ordinary Shares and to comply
with its other obligations under the Tap Issue; and
8.35 it requests, at its own initiative, that the Company (or
its agents) notifies it of all future opportunities to acquire
securities in the Company and provides it with all available
information in connection therewith.
9. United States Purchase and Transfer Restrictions
By participating in the Tap Issue, each Applicant acknowledges
and agrees that it will (for itself and any person(s) procured by
it to acquire New Ordinary Shares and any nominee(s) for any such
person(s)) be further deemed to acknowledge, agree, represent and
warrant to each of the Company, the Investment Manager, the
Operations Manager and the Joint Bookrunners that:
9.1 if it is located outside the United States, it is not a U.S.
Person, it is acquiring the New Ordinary Shares in an "offshore
transaction" within the meaning of, and in reliance on, Regulation
S and it is not acquiring the New Ordinary Shares for the account
or benefit of a U.S. Person;
9.2 if it is located inside the United States or is a U.S.
Person, it is a "qualified institutional buyer" (as the term is
defined in Rule 144A under the U.S. Securities Act) that is also a
"qualified purchaser" within the meaning of Section 2(a)(51) of the
U.S. Investment Company Act, and the related rules thereunder and
is acquiring the New Ordinary Shares for its own account or for the
account of one or more "qualified institutional buyers" that are
also "qualified purchasers" for which it is acting as a duly
authorised agent or for a discretionary account with respect to
which it exercises sole investment discretion and not with a view
to any resale, distribution or other disposition of any such
securities in violation of any US federal or state securities
laws;
9.3 it acknowledges that the New Ordinary Shares have not been
and will not be registered under 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 or sold in
the United States or to, or for the account or benefit of, U.S.
Persons absent registration, or an exemption from registration,
under the U.S. Securities Act;
9.4 it acknowledges that the Company has not registered under
the U.S. Investment Company Act and that the Company has put in
place restrictions for transactions not involving any public
offering in the United States, and to ensure that the Company is
not and will not be required to register under the U.S. Investment
Company Act;
9.5 it acknowledges that the Investment Manager has not
registered under the U.S. Investment Advisers Act of 1940, as
amended (the "U.S. Investment Advisers Act") and that the Company
has put in place restrictions on the sale and transfer of the New
Ordinary Shares to ensure that the Investment Manager is not and
will not be required to register under the U.S. Investment Advisers
Act;
9.6 no portion of the assets used to purchase, and no portion of
the assets used to hold, the New Ordinary Shares or any beneficial
interest therein constitutes or will constitute the assets of (i)
an "employee benefit plan" as defined in Section 3(3) of the U.S.
Employee Retirement Income Security Act of 1974, as amended
("ERISA") that is subject to Title I of ERISA; (ii) a "plan" as
defined in Section 4975 of the U.S. Internal Revenue Code of 1986,
as amended (the "Code"), including an individual retirement account
or other arrangement that is subject to Section 4975 of the Code;
or (iii) an entity which is deemed to hold the assets of any of the
foregoing types of plans, accounts or arrangements that is subject
to Title I of ERISA or Section 4975 of the Code. In addition, if an
investor is a governmental, church, non-U.S. or other employee
benefit plan that is subject to any federal, state, local or
non-U.S. law that is substantially similar to the provisions of
Title I of ERISA or Section 4975 of the Code, its purchase,
holding, and disposition of the New Ordinary Shares must not
constitute or result in a non-exempt violation of any such
substantially similar law;
9.7 that if any New Ordinary Shares offered and sold pursuant to
Regulation S are issued in certificated form (or if a request to
rematerialize uncertificated New Ordinary Shares into certificated
form), then such certificates evidencing ownership will contain a
legend substantially to the following effect unless otherwise
determined by the Company in accordance with applicable law:
"THE RENEWABLES INFRASTRUCTURE GROUP LIMITED (THE "COMPANY") HAS
NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. INVESTMENT
COMPANY ACT OF 1940, AS AMED (THE "U.S. INVESTMENT COMPANY ACT").
IN ADDITION, THE SECURITIES OF THE COMPANY REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMED (THE "U.S. SECURITIES ACT"), OR
WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES. ACCORDINGLY, THIS SECURITY MAY
NOT BE OFFERED, SOLD, PLEDGED, EXERCISED OR OTHERWISE TRANSFERRED
WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF,
U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE U.S. SECURITIES ACT OR
AN EXEMPTION THEREFROM AND UNDER CIRCUMSTANCES WHICH WILL NOT
REQUIRE THE COMPANY TO REGISTER UNDER THE U.S. INVESTMENT COMPANY
ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES
LAWS."
provided, that if any New Ordinary Shares are being sold
pursuant to paragraph 9.9 below, and if the Company is a "foreign
issuer" within the meaning of Regulation S at the time of sale, any
such legend may be removed upon delivery of the certification
described in paragraph 9.9 below, and provided further, that, if
any New Ordinary Shares are being sold pursuant to paragraph 9.9
below, the legend may be removed by delivery to the Company of an
opinion of counsel of recognised standing in form and substance
reasonably satisfactory to the Company, to the effect that such
legend is no longer required under applicable requirements of the
U.S. Securities Act, the U.S. Investment Company Act or State
securities laws;
9.8 if in the future, the investor decides to offer, sell,
transfer, assign or otherwise dispose of the New Ordinary Shares,
it will do so only in compliance with an exemption from, or in a
transaction not subject to, the registration requirements of the
U.S. Securities Act and under circumstances which will not require
the Company to register under the U.S. Investment Company Act. It
acknowledges that any sale, transfer, assignment, pledge or other
disposal made other than in compliance with such laws and the above
stated restrictions will be subject to the compulsory transfer
provisions as provided in the Company's articles of incorporation
(the "Articles");
9.9 if it is a person described in paragraph 9.2 above and, if
in the future it decides to offer, resell, pledge or otherwise
transfer any of the New Ordinary Shares, it understands and
acknowledges that the New Ordinary Shares are "restricted
securities" within the meaning of Rule 144 under the U.S.
Securities Act and such New Ordinary Shares may be offered, resold,
pledged or otherwise transferred only (i) outside the United States
to non-U.S. Persons in an offshore transaction in accordance with
Rule 904 of Regulation S (including, for example, an ordinary trade
over the London Stock Exchange), provided that the Company is a
"foreign issuer" within the meaning of Regulation S at the time of
sale, upon delivery to the Company of an exit certificate executed
by the transferor in a form reasonably satisfactory to the Company,
(ii) in a transaction that does not require registration under the
U.S. Securities Act or any applicable United States securities laws
and regulations or require the Company to register under the U.S.
Investment Company Act, subject to delivery to the Company of a US
investor representation letter executed by the transferee in a form
reasonably satisfactory to the Company, or (iii) to the
Company;
9.10 it is purchasing the New Ordinary Shares for its own
account or for one or more investment accounts for which it is
acting as a fiduciary or agent, in each case for investment only,
and not with a view to or for sale or other transfer in connection
with any distribution of the New Ordinary Shares in any manner that
would violate the U.S. Securities Act, the U.S. Investment Company
Act or any other applicable securities laws;
9.11 it acknowledges that the Company reserves the right to make
inquiries of any holder of the New Ordinary Shares or interests
therein at any time as to such person's status under the U.S.
federal securities laws and to require any such person that has not
satisfied the Company that holding by such person will not violate
or require registration under the U.S. securities laws to transfer
such New Ordinary Shares or interests in accordance with the
Articles;
9.12 it acknowledges and understands that the Company is
required to comply with the U.S. Foreign Account Tax Compliance Act
("FATCA") and the CRS and that the Company will follow FATCA's and
CRS's extensive reporting and FATCA's withholding requirements from
their effective date. The Applicant agrees to furnish any
information and documents the Company may from time to time
request, including but not limited to information required under
FATCA or the CRS;
9.13 it is entitled to acquire the New Ordinary Shares under the
laws of all relevant jurisdictions which apply to it, it has fully
observed all such laws and obtained all governmental and other
consents which may be required thereunder and complied with all
necessary formalities and it has paid all issue, transfer or other
taxes due in connection with its acceptance in any jurisdiction of
the New Ordinary Shares and that it has not taken any action, or
omitted to take any action, which may result in the Company, the
Investment Manager, the Operations Manager or the Joint
Bookrunners, or their respective Affiliates, directors, officers,
agents, employees and advisers being in breach of the laws of any
jurisdiction in connection with the Tap Issue or its acceptance of
participation in the Tap Issue;
9.14 it has received, carefully read and understands this
Announcement (including this Appendix), and has not, directly or
indirectly, distributed, forwarded, transferred or otherwise
transmitted this Announcement (including this Appendix) or any
other materials concerning the Company or the New Ordinary Shares
to within the United States or to any U.S. Persons, nor will it do
any of the foregoing;
9.15 if it is acquiring any New Ordinary Shares as a fiduciary
or agent for one or more accounts, the investor has sole investment
discretion with respect to each such account and full power and
authority to make such foregoing representations, warranties,
acknowledgements and agreements on behalf of each such account.;
and
9.16 the Company, the Investment Manager, the Operations
Manager, the Joint Bookrunners and their respective, directors,
officers, agents, employees, advisers and others will rely upon the
truth and accuracy of the foregoing representations, warranties,
acknowledgments and agreements.
If any of the representations, warranties, acknowledgments or
agreements made by the Applicant are no longer accurate or have not
been complied with, the Applicant will immediately notify the
Company in writing.
10. Supply and Disclosure of Information
If any of the Joint Bookrunners, the Company or any of their
agents requests any information in connection with an Applicant's
agreement to subscribe for New Ordinary Shares under the Tap Issue
or to comply with any relevant legislation, such Applicant must
promptly disclose it to them.
11. Data Protection
11.1 Each Applicant acknowledges that it has been informed that,
pursuant to applicable data protection legislation (including the
UK GDPR, the EU GDPR and the DP Law) and regulatory requirements in
Guernsey and/or the EEA, as appropriate (the "DP Legislation") the
Company, the Administrator and/or the Registrar hold their personal
data.
11.2 The Company, the Administrator and the Registrar will
process such personal data at all times in compliance with DP
Legislation and shall only process such information for the
purposes set out in the Company's privacy notice (the "Purpose")
which is available for consultation on the Company's website:
https://www.trig -ltd.com/investor-relations/corporate-documents
(the "Privacy Notice").
11.3 Any sharing of personal data between parties will be
carried out in compliance with DP Legislation and as set out in the
Company's Privacy Notice.
11.4 In providing the Company, the Administrator or the
Registrar with personal data, the Applicant hereby represents and
warrants to the Company, , the Administrator and the Registrar
that:
(a) it complies in all material aspects with its data controller
obligations under DP Legislation, and in particular, it has
notified any data subject of the purposes for which personal data
will be used and by which parties it will be used and it has
provided a copy of the Privacy Notice to such relevant data
subjects; and
(b) where consent is legally competent and/or required under DP
Legislation, the Applicant has obtained the consent of any data
subject to the Company, the Administrator and the Registrar and
their respective affiliates and group companies, holding and using
their personal data for the purposes (including the explicit
consent of the data subjects for the processing of any sensitive
personal data for the purposes).
11.5 Each Applicant acknowledges that by submitting personal
data to the Company, the Administrator or Registrar (acting for and
on behalf of the Company) where the Applicant is a natural person,
he or she (as the case may be) represents and warrants that (as
applicable) he or she has read and understood the terms of the
Privacy Notice.
11.6 Each Applicant acknowledges that by submitting personal
data to the Company, the Administrator or the Registrar (acting for
and on behalf of the Company) where the Applicant is not a natural
person, it represents and warrants that:
(a) it has brought the Privacy Notice to the attention of any
underlying data subjects on whose behalf or account the Applicant
may act or whose personal data will be disclosed to the Company as
a result of the Applicant agreeing to subscribe for New Ordinary
Shares under the Tap Issue; and
(b) the Applicant has complied in all other respects with all
applicable data protection legislation in respect of disclosure and
provision of personal data to the Company.
11.7 Where the Applicant acts for or on account of an underlying
data subject or otherwise discloses the personal data of an
underlying data subject, he/she/it shall, in respect of the
personal data it processes in relation to or arising in relation to
the Tap Issue:
(a) comply with all applicable data protection legislation;
(b) take appropriate technical and organisational measures
against unauthorised or unlawful processing of the personal data
and against accidental loss or destruction of, or damage to the
personal data;
(c) if required, agree with the Company, the Administrator and
the Registrar (as applicable), the responsibilities of each such
entity as regards relevant data subjects' rights and notice
requirements; and
(d) immediately on demand, fully indemnify the Company, the
Administrator and the Registrar (as applicable) and keep them fully
and effectively indemnified against all costs, demands, claims,
expenses (including legal costs and disbursements on a full
indemnity basis), losses (including indirect losses and loss of
profits, business and reputation), actions, proceedings and
liabilities of whatsoever nature arising from or incurred by the
Company, the Administrator and/or the Registrar in connection with
any failure by the Applicant to comply with the provisions set out
above.
12. Miscellaneous
12.1 The rights and remedies of the Joint Bookrunners and the
Company under these terms and conditions are in addition to any
rights and remedies which would otherwise be available to each of
them and the exercise or partial exercise of one will not prevent
the exercise of others.
12.2 On application, if an Applicant is a discretionary fund
manager, that Applicant may be asked to disclose in writing or
orally the jurisdiction in which its funds are managed or owned.
All documents provided in connection with the Tap Issue will be
sent at the Applicant's risk. They may be returned by post to such
Applicant at the address notified by such Applicant.
12.3 Each Applicant agrees to be bound by the Articles (as
amended from time to time) once the relevant New Ordinary Shares,
which the Applicant has agreed to subscribe for have been acquired
by the Applicant. The contract to acquire New Ordinary Shares under
the Tap Issue will be governed by, and construed in accordance
with, the laws of England and Wales. For the exclusive benefit of
the Joint Bookrunners, the Company, the Investment Manager and the
Operations Manager, each Applicant irrevocably submits to the
jurisdiction of the courts of England and Wales and waives any
objection to proceedings in any such court on the ground of venue
or on the ground that proceedings have been brought in an
inconvenient forum. This does not prevent an action being taken
against an Applicant in any other jurisdiction.
12.4 In the case of a joint agreement to apply for New Ordinary
Shares under the Tap Issue, references to an "Applicant" in these
terms and conditions are to each of the Applicants who are a party
to that joint agreement and their liability is joint and
several.
12.5 The Joint Bookrunners and the Company expressly reserve the
right to modify the Tap Issue (including, without limitation, the
timetable and settlement) at any time before allocations are
determined.
13. DEFINITIONS
For the purposes of this Appendix:
"Administrator" Aztec Financial Services (Guernsey) Limited
in its capacity as the Company's administrator
"CRS" the OECD's Common Reporting Standard
"Disclosure Guidance the disclosure guidance rules and the transparency
and Transparency Rules" rules made by the FCA under Part VII of
FSMA, as amended from time to time
"DP Law" the Data Protection (Bailiwick of Guernsey)
Law 2017, as such may be varied, amended
or replaced from time to time
"EEA" European Economic Area
"EU AIFM Delegated the Commission Delegated Regulation (EU)
Regulation" No 231/2013 of 19 December 2012 supplementing
Directive 2011/61/EU of the European Parliament
and of the Council with regard to exemptions,
general operating conditions, depositaries,
leverage, transparency and supervision
"EU Alternative Investment Directive 2011/61/EU of the European Parliament
Fund Managers Directive" and of the Council of 8 June 2011 on Alternative
or "EU AIFM Directive" Investment Fund Managers and amending Directives
2003/41/EC and 2009/65/EC and Regulations
(EC) No 1060/2009 and (EU) No 1095/2010,
and the EU AIFM Delegated Regulation
"EU GDPR" the General Data Protection Regulation
(EU) 2016/679
"EU Market Abuse Regulation (EU) No 596/2014 of the European Parliament
and of the Council of 16 April 2014 on
market abuse and repealing the Directive
of the European Parliament and of the Council
of 28 January 2003 and Commission Directives
2003/124/EC, 2003/ 125/EC and 2004/72/EC
"EU Money Laundering Directive (2005/60/EC of the European Parliament
Directive" and of the EC Council of 26 October 2005
on the prevention of the use of the financial
system for the purpose of money laundering
and terrorist financing)
"EU PRIIPs Regulation" Regulation (EU) No 1286/2014 of the European
Parliament and of the Council of 26 November
2014 on key information documents for packaged
retail and insurance-based investment products
(PRIIPs) and its implementing and delegated
acts
"EU Prospectus Regulation" Regulation (EU) 2017/1129 of the European
Parliament and of the Council of 14 June
2017 on the prospectus to be published
when securities are offered to the public
or admitted to trading on a regulated market,
and repealing Directive 2003/71/EC
"FCA" the United Kingdom Financial Conduct Authority
(or any successor entity or entities) and,
where applicable, acting as the competent
authority for the purposes of admission
to the Official List
"FSMA" the Financial Services and Markets Act
2000, as amended from time to time
"Guernsey AML Requirements" the Criminal Justice (Proceeds of Crime)
(Bailiwick of Guernsey) Law, 1999 (as amended
or replaced from time to time), ordinances,
rules and regulations made thereunder,
and the Commission's Handbook on Countering
Financial Crime and Terrorist Financing
(as amended, supplemented and/or replaced
from time to time)
"Investment Manager" InfraRed Capital Partners Limited
"Member State" each Member State of the European Economic
Area
"MiFID II" EU Directive 2014/65/EU on markets in financial
instruments, as amended
"OECD" the Organisation for Economic Co-operation
and Development
"Official List" the official list maintained by the Financial
Conduct Authority
"Operations Manager" Renewable Energy Systems Limited
"Registrar" Link Market Services (Guernsey) Limited
"Strike Price" the price per New Ordinary Share to be
agreed between the Joint Bookrunners and
the Company following the close of the
bookbuild at midday on Thursday 24 March
2022, being not less than 130 pence
"UK AIFMD Laws" (i) the Alternative Investment Fund Managers
Regulations 2013 (SI 2013/1773) and any
other implementing measure which operated
to transpose EU AIFM Directive in to UK
law before 31 January 2020 (as amended
from time to time including by the Alternative
Investment Fund Managers (Amendment) (EU
Exit) Regulations 2019 (SI 2019/328));
and (ii) the UK versions of the EU AIFM
Delegated Regulation and any other delegated
regulations in respect of the EU AIFM Directive,
each being part of UK law by virtue of
the European Union (Withdrawal) Act 2018,
as further amended and supplemented from
time to time including by the Alternative
Investment Fund Managers (Amendment) (EU
Exit) Regulations 2019 (SI 2019/328), the
Technical Standards (Alternative Investment
Funds Management Directive) (EU Exit) Instrument
2019 (FCA 2019/37) and the Exiting the
European Union: Specialist Sourcebooks
(Amendments) Instrument 2019 (FCA 2019/25)
"UK GDPR" the UK version of the EU GDPR which is
part of UK law by virtue of the European
Union (Withdrawal) Act 2018, as amended
and supplemented from time to time including
by the Data Protection, Privacy and Electronic
Communications (Amendments etc.) (EU Exit)
Regulations 2019 (SI 2019/419)
"UK MAR" the UK version of the EU Market Abuse Regulation
which is part of UK law by virtue of the
European Union (Withdrawal) Act 2018, as
amended and supplemented from time to time
including by the Market Abuse (Amendment)
(EU Exit) Regulations 2019 (SI 2019/ 310)
"UK MiFID Laws" the regulations implementing MiFID II and
the UK version of Regulation (EU) No 600/2014
of the European Parliament, which is part
of UK law by virtue of the European Union
(Withdrawal) Act 2018, in each case as
amended and supplemented from time to time
"UK Money Laundering the UK The Money Laundering, Terrorist
Regulations 2017" Financing and Transfer of Funds (Information
on the Payer) Regulations 2017 (SI 2017/692)
as amended and supplemented from time to
time including by the Money Laundering
and Transfer of Funds (Information) (Amendment)
(EU Exit) Regulations 2019 (SI 2019/253)
"UK PRIIPs Laws" the UK version of the EU PRIIPs Regulation
which is part of UK law by virtue of the
European Union (Withdrawal) Act 2018, as
amended and supplemented from time to time
including by the Packaged Retail and Insurance-based
Investment Products (Amendment) (EU Exit)
Regulations 2019 (SI 2019/403)
"UK Prospectus Regulation" the UK version of the EU Prospectus Regulation
which is part of UK law by virtue of the
European Union (Withdrawal) Act 2018 (as
amended and supplemented from time to time
(including but, not limited to, by the
UK Prospectus Amendment Regulations 2019
and The Financial Services and Markets
Act 2000 (Prospectus) Regulations 2019)
(SI 2019/1043))
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