Downing Renewables & Infrastructure PrimaryBid Offer (5502O)

TIDMDORE

RNS Number : 5502O

Downing Renewables & Infrastructure

08 October 2021

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY EEA STATE OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION OF THIS ANNOUNECMENT WOULD BE UNLAWFUL.

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 DOWNING RENEWABLES & INFRASTRUCTURE TRUST PLC.

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)

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF EU REGULATION 596/2014 (AS IT FORMS PART OF DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRWAL) ACT 2018). UPON PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED IN THE PUBLIC DOMAIN.

8 October 2021

Downing Renewables & Infrastructure Trust plc

("DORE" or "the Company")

PrimaryBid Offer

Downing Renewables & Infrastructure Trust plc (LSE: DORE) , the main market listed investment trust that aims to provide investors with a sustainable level of income, with an element of capital growth, by investing in a diversified portfolio of renewable energy and infrastructure assets in the UK and Northern Europe , is pleased to announce, a conditional offer for subscription via the PrimaryBid platform (the "PrimaryBid Offer") of new ordinary shares of 1 pence each in the Company ("New Ordinary Shares") at an issue price of 102.50 pence per New Ordinary Share (the "Issue Price").

The Issue Price represents a discount of 1.68 per cent. to the Company's closing share price of 104.25 per Ordinary Share on 28 September 2021 (being the last business day prior to the date of publication of the announcement regarding a proposed equity raise on 29 September 2021 (the "Placing Announcement") ) and a premium of 3.33 per cent. to the unaudited ex-dividend net asset value per share as at 30 June 2021. The Company is also conducting a placing of new Ordinary Shares at the Issue Price (the "Placing") as announced in the Placing Announcement.

The PrimaryBid Offer and the Placing are conditional on the new Ordinary Shares to be issued pursuant to the PrimaryBid Offer and the Placing being admitted to the premium segment of the Official List of the Financial Conduct Authority and to trading on London Stock Exchange's main market for listed securities ("Admission"). Admission is expected to be take place on or around 8.00 a.m. on 18 October 2021 . The PrimaryBid Offer will not be completed without the Placing also being completed.

The Company will use the funds raised to take advantage of pipeline assets identified by the Investment Manager, including four opportunities over which the Investment Manager has secured exclusivity or is in bilateral negotiations with a total investment amount of c.GBP87 million, and a wider pipeline of assets in Sweden, Finland, Iceland, Poland and UK with a total investment amount in excess of GBP4.3 billion.(1)

The New Ordinary Shares will qualify for the dividend to be paid in respect of the three months to 30 September 2021, expected to be 1.25 pence per Ordinary Share in line with the recently updated dividend guidance.(2)

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, which is being made by the Company via the PrimaryBid mobile app, is now open. The PrimaryBid Offer is expected to close at 1.00 p.m. on 13 October 2021. The PrimaryBid Offer may close early if it is oversubscribed.

There is a minimum subscription of GBP1025 per investor under the terms of the PrimaryBid Offer which is open to private and other investors.

The Company reserves the right to scale back any order at its absolute discretion. The Company and PrimaryBid each also reserve the right to reject any application for subscription under the PrimaryBid Offer without giving any reason for such rejection.

No commission will be charged to investors on applications to participate in the PrimaryBid Offer made through PrimaryBid. It is important to note that once an application for New Ordinary Shares has been made and accepted via PrimaryBid, it cannot be withdrawn.

The New Ordinary Shares will be issued free of all liens, charges and encumbrances and will, when issued be fully paid and rank pari passu in all respects with the Company's existing Ordinary Shares including the right to receive all dividends and other distributions declared, made or paid after their date of issue. For the avoidance of doubt, the New Ordinary Shares will not be eligible for the dividend of 1.0p per Ordinary Share that was declared on 2 September 2021 and quoted ex-dividend on 9 September 2021. The New Ordinary Shares will qualify for the dividend to be paid in respect of the three months to 30 September 2021, expected to be 1.25 pence per Ordinary Share in line with the recently updated dividend guidance.(2)

It is a term of the PrimaryBid Offer that the total value of the New Ordinary Shares available for subscription at the Issue Price does not exceed EUR8 million (or the GBP equivalent). Accordingly, the Company is not required to publish (and has not published) a prospectus in connection with the PrimaryBid Offer as it falls within the exemption set out in section 86(1)(e) and 86(4) of the Financial Services and Markets Act 2000. The PrimaryBid Offer is only being made in the UK, and is not being made in any jurisdiction where it would be unlawful to do so. Persons who are resident or otherwise located outside of the UK will not be eligible to register for participation in the offer through PrimaryBid or subscribe for the New Ordinary Shares.

For further information on PrimaryBid or the procedure for applications under the PrimaryBid Offer, visit www.PrimaryBid.com or email PrimaryBid at [e-mail].

Investors should make their own investigations into the merits of an investment in the Company. Nothing in this Announcement amounts to a recommendation to invest in the Company or amounts to investment, taxation or legal advice.

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.

 
D owning LLP - Investment Manager to the 
 Company 
 Tom Williams                                 [phone] 
 
  PrimaryBid Limited                            [e-mail] 
  Charles Spencer / James Deal 
 
TB Cardew - Public relations advisor to the   [phone] 
 Company                                       [phone] 
 Ed Orlebar                                    630 
 Tania Wild                                    [phone] 
                                               903 
                                               [e-mail] 
 

Important notes

(1) There is no assurance that any of the assets which make up the pipeline will remain available for purchase after Admission or, if available, at what price (if a price can be agreed at all) the investment can be acquired by the Company. Following Admission, the Investment Manager may or may not pursue any pipeline assets. Investments not comprised in the pipeline assets may also become available.

(2) The dividend target stated above is a target only and not a profit forecast. There can be no assurance that the target will be met, or that the Company will make any distributions at all and it should not be taken as an indication of the Company's expected future results.

This Announcement should be read in its entirety. In particular, the information provided in the "Important Notices" section of this Announcement should be read and understood.

Important Notices

This Announcement is not for publication or public distribution, directly or indirectly, in whole or in part, in or into the United States, Australia, Canada, Japan, the Republic of South Africa or to any EEA State or any jurisdiction in which the release, publication or distribution of this Announcement would be unlawful. The distribution of this Announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

No public offering of the New Ordinary Shares is being made in the United States, United Kingdom, Australia, Canada, Japan, the Republic of South Africa, any EEA State or elsewhere. No prospectus will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the Regulation (EU) No. 2017/1129 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 EU Prospectus Regulation (the "EU Prospectus Regulation") or EU Prospectus Regulation as it forms part of the domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (as amended) to be published.

This Announcement is for information purposes only and does not contain or constitute an offer for sale of, or the solicitation of an offer or an invitation to buy or subscribe for, New Ordinary Shares to any person in the United States, Australia, Canada, Japan, the Republic of South Africa, any EEA State or in any jurisdiction to whom or in which such offer or solicitation is 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 (the "Securities Act"), or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act) and may not be offered or sold in the United States, except pursuant to an applicable exemption from, or a transaction not subject to, the registration requirements of the Securities Act and in accordance with any applicable securities laws of any state or other jurisdiction of 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 securities.

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.

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 and opinions contained in this Announcement are provided as at the date of the Announcement and are subject to change and no representation or warranty, express or implied, is or will be made in relation to the accuracy or completeness of the information contained herein and no responsibility, obligation or liability or duty (whether direct or indirect, in contract, tort or otherwise) is or will be accepted by the Company. This Announcement has not been approved by any competent regulatory or supervisory authority.

Potential investors should be aware that any investment in the Company could result in the loss of all or substantially all of their investment. Results can be positively or negatively affected by market conditions beyond the control of the Company or any other person.

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. Prospective investors are cautioned not to place undue reliance on such forward-looking statements.

This Announcement does not constitute a recommendation regarding any securities. The price and value of securities and any income derived from them can go down as well as up and investors may not get back the full amount invested on disposal of the securities. Past performance is not a guide to future performance.

The New Ordinary Shares to be issued pursuant to the PrimaryBid Offer will not be admitted to trading on any stock exchange other than the London Stock Exchange.

Neither the content of the Company's website (or any other website) nor any website accessible by hyperlinks on the Company's website (or any other website) is incorporated in, or forms part of, this Announcement.

The UK Financial Conduct Authority has approved the marketing of the Ordinary Shares in the UK in accordance with the UK Alternative Investment Fund Managers Regulations 2013, as amended.

END

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [e-mail] or visit www.rns.com.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.

END

IOEBSBDGCGGDGBI

(END) Dow Jones Newswires

October 08, 2021 10:12 ET (14:12 GMT)