TIDMTRIG
RNS Number : 0627F
Renewables Infrastructure Grp (The)
17 March 2022
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014.
THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES
NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR
ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE
FOR, ANY SECURITIES OF THE RENEWABLES INFRASTRUCTURE GROUP
LIMITED.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO
ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS
UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE
PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT
2000 ("FSMA") AND HAS BEEN APPROVED BY PRIMARYBID LIMITED WHICH IS
AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN
779021)
17 March 2022
The Renewables Infrastructure Group Limited
(" TRIG " or the " Company " )
PrimaryBid Offer
The Renewables Infrastructure Group Limited ( LON : TRIG ), the FTSE 250 listed renewable energy infrastructure investment company, is pleased to announce, a conditional offer for subscription via PrimaryBid (the "PrimaryBid Offer") of new ordinary shares of Nil Par Value each in the Company ("New Ordinary Shares"). The Company is also proposing to issue New Ordinary Shares by way of a non-pre-emptive tap issue (the "Issue") as announced earlier today. The New Ordinary Shares will be issued at a price to be determined by the bookbuild for the Issue but subject to a strike price not less than 130p per share (the "Issue Price").
The PrimaryBid Offer and the Issue are conditional on the New
Ordinary Shares to be issued pursuant to the PrimaryBid Offer and
the Issue being admitted to trading on the London Stock Exchange's
main market for listed securities (the " Main Market ") .
Application 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 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. The PrimaryBid Offer will not be
completed without the Issue also being completed.
The Company will use the funds raised to repay amounts drawn
under its revolving credit facility (the "Revolving Credit
Facility") and to meet near-term funding requirements.
PrimaryBid Offer
The Company values its retail investor base and is therefore
pleased to provide private and other investors the opportunity to
participate in the PrimaryBid Offer by applying exclusively through
the PrimaryBid mobile app available on the Apple App Store and
Google Play. PrimaryBid does not charge investors any commission
for this service.
The PrimaryBid Offer, via the PrimaryBid mobile app, will be
open to individual investors following the release of this
announcement. The PrimaryBid Offer is expected to close on
Thursday, 24 March 2022, at 11am. The PrimaryBid Offer may close
early if it is oversubscribed.
The Company reserves the right to scale back any order at its
discretion. The Company and PrimaryBid reserve the right to reject
any application for subscription under the PrimaryBid Offer without
giving any reason for such rejection.
No commission is charged to investors on applications to
participate in the PrimaryBid Offer made through PrimaryBid. It is
vital to note that once an application for New Ordinary Shares has
been made and accepted via PrimaryBid, an application cannot be
withdrawn.
For further information on PrimaryBid or the procedure for
applications under the PrimaryBid Offer, visit www.PrimaryBid.com
or email PrimaryBid at enquiries@primarybid.com.
The New Ordinary Shares will be issued free of all liens,
charges and encumbrances and will, when issued and fully paid, rank
pari passu in all respects with the Company's existing Ordinary
Shares.
The Renewables Infrastructure Group Limited C/O InfraRed Capital
Partners Limited
PrimaryBid Limited enquiries@primarybid.com
Fahim Chowdhury / James Deal
InfraRed Capital Partners Limited
R ichard Crawford
Phil George
Minesh Shah +44 (0) 20 7484
Mohammed Zaheer 1800
Maitland/AMO
Rhys Jones +44 (0) 20 7353
Charles Withey 4200
Details of the Offer
The PrimaryBid Offer is offered under the exemptions against the
need for a prospectus allowed under the Prospectus Regulation
Rules. As such, there is no need for publication of a prospectus
pursuant to the Prospectus Regulation Rules, or for approval of the
same by the Financial Conduct Authority. The PrimaryBid Offer is
only being made in the UK and not in or into any other
jurisdiction.
There is a minimum subscription of GBP250 per investor under the
terms of the Primary Bid Offer which is open to existing
shareholders and other investors subscribing via the PrimaryBid
mobile app.
For further details please refer to the PrimaryBid website at
www.PrimaryBid.com . The terms and conditions on which the
PrimaryBid Offer is made, including the procedure for application
and payment for New Ordinary Shares, is available to all persons
who register with PrimaryBid.
Important Notice
This Announcement is not an offer to sell or a solicitation of
any offer to buy the New Ordinary Shares in the Company in the
United States, Australia, Canada, the Republic of South Africa,
Japan, or any member state of the European Economic Area or in any
other jurisdiction where such offer or sale would be unlawful.
This communication is not for publication or distribution,
directly or indirectly, in or into the United States of America.
This communication is not an offer of securities for sale into the
United States. The securities referred to herein have not been and
will not be registered under the U.S. Securities Act of 1933, as
amended, and may not be offered or sold in the United States,
except pursuant to an applicable exemption from registration. No
public offering of securities is being made in the United
States.
The Company has not been and will not be registered under the
U.S. Investment Company Act of 1940 (the "Investment Company Act")
and, as such, holders of the New Ordinary Shares will not be
entitled to the benefits of the Investment Company Act. No offer,
sale, resale, pledge, delivery, distribution or transfer of the New
Ordinary Shares may be made except under circumstances that will
not result in the Company being required to register as an
investment company under the Investment Company Act.
The merits or suitability of any securities must be
independently determined by the recipient on the basis of its own
investigation and evaluation of the Company. Any such determination
should involve, among other things, an assessment of the legal,
tax, accounting, regulatory, financial, credit and other related
aspects of the New Ordinary Shares.
This Announcement may not be used in making any investment
decision. This Announcement does not contain sufficient information
to support an investment decision and investors should ensure that
they obtain all available relevant information before making any
investment. This Announcement does not constitute and may not be
construed as an offer to sell, or an invitation to purchase or
otherwise acquire, investments of any description, nor as a
recommendation regarding the possible offering or the provision of
investment advice by any party. No information in this Announcement
should be construed as providing financial, investment or other
professional advice and each prospective investor should consult
its own legal, business, tax and other advisers in evaluating the
investment opportunity. No reliance may be placed for any purposes
whatsoever on this Announcement or its completeness.
Nothing in this Announcement constitutes investment advice and
any recommendations that may be contained herein have not been
based upon a consideration of the investment objectives, financial
situation or particular needs of any specific recipient.
The information in this Announcement may include forward-looking
statements, which are based on the current expectations and
projections about future events and in certain cases can be
identified by the use of terms such as "may", "will", "should",
"expect", "anticipate", "project", "estimate", "intend",
"continue", "target", "believe" (or the negatives thereon) or other
variations thereon or comparable terminology. These forward-looking
statements, as well as those included in any related materials, are
subject to risks, uncertainties and assumptions about the Company,
including, among other things, the development of its business,
trends in its operating industry, and future capital expenditures
and acquisitions. In light of these risks, uncertainties and
assumptions, the events in the forward-looking statements may not
occur.
The Company, its affiliates and its and their respective
officers, employees and agents expressly disclaim any and all
liability which may be based on this Announcement and any errors
therein or omissions therefrom.
This Announcement does not constitute or form part of, and
should not be construed as, any offer or invitation or inducement
for sale, transfer or subscription of, or any solicitation of any
offer or invitation to buy or subscribe for or to underwrite, any
share in the Company or to engage in investment activity (as
defined by the Financial Services and Markets Act 2000) in any
jurisdiction nor shall it, or any part of it, or the fact of its
distribution form the basis of, or be relied on in connection with,
any contract or investment decision whatsoever, in any
jurisdiction. This Announcement does not constitute a
recommendation regarding any securities.
Prospective investors should take note that, unless otherwise
agreed with the Company, the Company's shares may not be acquired
by: (i) investors using assets of: (A) an "employee benefit plan"
as defined in Section 3(3) of US Employee Retirement Income
Security Act of 1974, as amended ("ERISA") that is subject to Title
I of ERISA; (B) a "plan" as defined in Section 4975 of the US
Internal Revenue Code of 1986, as amended (the "US Tax Code"),
including an individual retirement account or other arrangement
that is subject to Section 4975 of the US Tax Code; or (C) 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 US Tax Code; or (ii) a
governmental, church, non-US or other employee benefit plan that is
subject to any federal, state, local or non-US law that is
substantially similar to the provisions of Title I of ERISA or
Section 4975 of the US Tax Code.
In accordance with the UK version of 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 and its implementing and
delegated acts, which is part of UK law by virtue of the European
Union (Withdrawal) Act 2018, as amended by The Packaged Retail and
Insurance-based Investment Products (Amendment) (EU Exit)
Regulations 2019, the Key Information Document relating to the
Ordinary Shares is available to investors at www.trig-ltd.com .
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into or forms part of this announcement. The New Ordinary Shares to
be issued or sold pursuant to the PrimaryBid Offer will not be
admitted to trading on any stock exchange other than the London
Stock Exchange.
It should be noted that a subscription for New Ordinary Shares
and investment in the Company carries a number of risks. Investors
should consider the risk factors set out on www.PrimaryBid.com
before making a decision to subscribe for New Ordinary Shares.
Investors should take independent advice from a person experienced
in advising on investment in securities such as the New Ordinary
Shares if they are in any doubt.
END
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END
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