Renewables Infrastructure Grp (The) Result of Issue (6985O)

TIDMTRIG

RNS Number : 6985O

Renewables Infrastructure Grp (The)

03 October 2019

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.

This announcement has been determined to contain inside information for the purposes of the Market Abuse Regulation (EU) No. 596/2014

3 October 2019

The Renewables Infrastructure Group Limited ("TRIG" or the "Company")

Result of Issue

Further to the announcement of 27 September 2019, the Board of The Renewables Infrastructure Group Limited is pleased to announce that the Company has successfully completed the fundraising, raising gross proceeds of GBP227.6m.

The Issue was heavily oversubscribed. Accordingly, the Company has had to scale back applications materially. The Company will issue 185m New Ordinary Shares, being the balance remaining available under the Company's Share Issuance Programme which was put in place on 7 March 2019.

Investec Bank plc (Investec) and Liberum Capital Limited (Liberum) acted as joint bookrunners in relation to the Issue.

Use of Proceeds

The Company currently has drawings of approximately GBP80m under its revolving acquisition facility with Royal Bank of Scotland plc, National Australia Bank Limited and ING Bank N.V (the Revolving Acquisition Facility). In addition, the Company has a strong pipeline of potential investment opportunities: further attractive onshore and offshore investment opportunities are currently under consideration for the Company's portfolio in the UK as well as in France and Germany, some of which are at an advanced stage of negotiation and are expected to complete in the near term. The Company also has investment commitments of approximately GBP140m to complete construction of the Erstrask and Solwaybank wind farms due during 2020.

The net proceeds of the Issue will be applied in repaying amounts drawn under the Revolving Acquisition Facility and the acquisition of further investments.

The New Ordinary Shares issued pursuant to the Issue will be issued on the terms and conditions set out in Appendix 1 (Terms and Conditions of the Initial Placing and each Placing Only Issue) to the securities note dated 7 March 2019 which forms part of the SIP Prospectus but as if any references therein to Canaccord Genuity were to Investec.

The Issue is a Placing Only Issue for the purposes of the Share Issue Programme and has been made pursuant to the Share Issuance Programme prospectus comprising the summary, registration document and securities note published on 7 March 2019, as supplemented by a first supplementary prospectus dated 7 August 2019 in respect of publication of the Company's Interim Report for the six months ended 30 June 2019 and also by the supplementary prospectus published on 27 September 2019 in respect of the proposed change to the Company's investment policy (the Second Supplementary Prospectus, and together with the summary, registration document, securities note and the first supplementary prospectus, the SIP Prospectus).

Application for Admission

Application has been made for 185m New Ordinary Shares to be admitted to the premium segment of the Official List of the FCA and to trading on the Main Market of the London Stock Exchange. It is expected that admission in respect of the New Ordinary Shares will become effective, and that dealings in the New Ordinary Shares will commence, at 8.00 a.m. on 7 October 2019. Upon Admission of the Shares issued pursuant to the Issue the Share Issuance Programme will close.

Total Voting Rights

On Admission, the Company's issued share capital will consist of 1,633,693,031 Ordinary Shares with voting rights.

This figure may be used by shareholders in determining the denominator for the calculation by which they will establish if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

Helen Mahy CBE, Chairman of TRIG, said:

"My Board and I would like to thank our existing and new shareholders for their support in this fund raising. The significant oversubscription of the placing, which follows a similarly successful issue in March, demonstrates ongoing support for our strategy and for the Company's purpose to generate sustainable returns from a diversified portfolio of renewables infrastructure that contributes towards a zero-carbon future."

Capitalised terms not otherwise defined in this announcement shall have the meaning set out in the SIP Prospectus.

LEI: 213800N06Q7Q7HMOMT20

For further information, please contact:

Enquiries

InfraRed Capital Partners Limited [phone]

Richard Crawford

Phil George

Investec Bank plc [phone]

Lucy Lewis

Denis Flanagan

Tom Skinner

Liberum Capital Limited [phone]

Chris Clarke

Gillian Martin

Louis Davies

Tulchan Communications [phone]

Martin Pengelley

Notes

At TRIG, our purpose is to generate sustainable returns for shareholders from a diversified portfolio of renewables infrastructure that contribute towards a zero-carbon future. The Company is a leading investor in renewables infrastructure, owning over 1.5GW of generating capacity in wind, solar and energy storage infrastructure in the UK, France, Ireland, Sweden and Germany, with a portfolio value in excess of GBP1.7bn.

The Company aims to provide its investors with long-term, stable dividends and to retain the portfolio's capital through re-investment of surplus cash flows after payment of dividends. TRIG has declared over GBP300m in dividends since its IPO in 2013. Total shareholder return during this period, measured on dividends paid plus increase in net asset value, has been in excess of 8% on an annualised basis.

The Company is jointly Managed by the Investment Manager, InfraRed Capital Partners, and the Operations Manager, Renewable Energy Systems. Both Managers are industry leading organisations with a combined track record of 62 years of expertise in infrastructure investment and operations. The Managers are overseen by an independent board of Non-executive directors, providing scrutiny over the Company's strategy, operations and investment decisions.

Important Information

The New Ordinary Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the U.S. Securities Act), or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, exercised, resold, transferred or delivered, directly or indirectly, in or into the United States or to or for the account or benefit of any U.S. Person (within the meaning of Regulation S under the U.S. Securities Act) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction in the United States. In addition, the Company has not been, and will not be, registered under the United States Investment Company Act of 1940, as amended, (the U.S. Investment Company Act), nor will InfraRed Capital Partners Limited be registered as an investment adviser under the United States Investment Advisers Act of 1940, as amended (the U.S. Investment Advisers Act), and investors will not be entitled to the benefits of the U.S. Investment Company Act or the U.S. Investment Advisers Act.

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 (other than the United Kingdom, the Republic of Ireland, Sweden and the Netherlands). Persons receiving this Announcement are required to inform themselves about and to observe any such restrictions.

Investec Bank plc (Investec), which is authorised in the United Kingdom by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority, and Liberum Capital Limited (Liberum and together with Investec, the Joint Bookrunners), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, are acting exclusively for the Company and for no-one else in connection with the Issue and the other matters referred to in this Announcement, will not regard any other person as their respective client in relation to the Issue and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for providing advice in relation to the Issue or any of the other matters referred to herein. This does not exclude any responsibilities or liabilities of either of the Joint Bookrunners under FSMA or the regulatory regime established thereunder.

Information for Distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (MiFID II); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures, in the UK being the FCA's Product Intervention and Governance Sourcebook (PROD) (together the MiFID II Product Governance Requirements), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the New Ordinary Shares have been subject to a product approval process, which has determined that such 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 and (b) investors who meet the criteria of professional clients and eligible counterparties each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II for each type of investor (the Target Market Assessment).

Notwithstanding the Target Market Assessment, distributors should note that: the price of the New Ordinary Shares may decline and investors could lose all or part of their investment; the New Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the New Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risk of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Issue. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Bookrunners will only contact prospective investors through the Issue who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the New Ordinary Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the New Ordinary Shares and determining appropriate distribution channels.

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.

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October 03, 2019 07:42 ET (11:42 GMT)