Renewables Infrastructure Grp (The) Result of Issue (7989G)

TIDMTRIG

RNS Number : 7989G

Renewables Infrastructure Grp (The)

27 November 2020

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

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

27 November 2020

The Renewables Infrastructure Group Limited

(TRIG or the Company, a London-listed investment company advised by InfraRed Capital Partners (InfraRed) as

Investment Manager and   RES   (Renewable Energy Systems) as Operations Manager) 

Result of Issue

Further to the announcement of 23 November 2020 (the Issue Announcement), the Board of TRIG is pleased to announce that the Company proposes to issue 160 million New Ordinary Shares pursuant to the Issue, raising gross proceeds of GBP200m. The Issue was oversubscribed and a scale-back exercise has been undertaken.

As announced in the Is sue Announcement, the net proceeds of the Issue will be applied towards repaying amounts expected to be drawn under the Company's Revolving Credit Facility in the near term, funding the Existin g Commitments (which predominantly relate to East Anglia One offshore wind farm) and the acquisition of Pipeline assets.

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

Shareholder authority to allot Ordinary shares on a non pre-emptive basis

The Company has authority to allot 63,745,326 Ordinary Shares on a non pre-emptive basis under its AGM Tap Authority, which equates to GBP79.7 million at the Issue Price. On 24 November, the Company published a Circular in order to seek additional authority to allot up to a further 174,192,585 Ordinary Shares (representing 10 per cent. of its ordinary share capital in issue) on a non pre-emptive basis (the New Tap Authority) in order to facilitate the Issue. Accordingly, New Ordinary Shares pursuant to the Issue will be issued on a T+12 basis in order to accommodate the EGM timetable.*

*In the event that the resolution to approve the New Tap Authority is not passed at the EGM to be held on 14 December 2020, the total number of New Ordinary Shares issued pursuant to the Issue will be scaled back as described in the Issue Announcement.

Capitalised terms not otherwise defined in this announcement shall have the meaning set out in the Issue Announcement.

Timetable

 
 Event                           Date (2020) 
 Latest time and date for        11.00 a.m. on Thursday, 
  receipt of Forms of Proxy       10 December 
  or transmission of CREST 
  Proxy Instructions for the 
  EGM 
                                ------------------------ 
 EGM                             11.00 a.m. on Monday, 
                                  14 December 
                                ------------------------ 
 Results of EGM announced        Monday, 14 December 
                                ------------------------ 
 Settlement Date and Admission   Tuesday, 15 December 
                                ------------------------ 
 

Helen Mahy CBE, Chairman of TRIG, said:

"On behalf of the TRIG Board, I would like to express our gratitude to existing and new shareholders for their support in this fundraising. The Issue was very well supported and oversubscribed, demonstrating a continued endorsement of the Company's strategy and approach to generating sustainable returns from a diversified portfolio of renewables infrastructure that contributes towards a zero-carbon future."

LEI: 213800N06Q7Q7HMOMT20

For further information, please contact:

Enquiries

InfraRed Capital Partners Limited [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

Maitland/AMO [phone]

James Isola

Zara de Belder

Important Information

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

The distribution of this Announcement, and/or the issue of New Ordinary Shares in certain jurisdictions may be restricted by law and/or regulation. No action has been taken by the Company, the Joint Bookrunners or any of their respective affiliates as defined in Rule 501(b) under the U.S. Securities Act (as applicable in the context used, Affiliates) that would permit an offer of the New Ordinary Shares or possession or distribution of this Announcement or any other publicity material relating to the New Ordinary Shares in any jurisdiction where action for that purpose is required (other than the United Kingdom, the Republic of Ireland, Sweden and the Netherlands). Persons receiving this Announcement are required to inform themselves about and to observe any such restrictions.

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

Information for Distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures, in the UK being the FCA's Product Intervention and Governance Sourcebook (PROD) (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the New Ordinary Shares have been subject to a product approval process, which has determined that the New Ordinary Shares are: (i) compatible with an end target market of professionally advised retail investors who do not need a guaranteed income or capital protection and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution a) if to professionally advised retail investors, through advised distribution channels only; or b) through such distribution channels as are appropriate to professional clients and eligible counterparties, (in each case) as are permitted by MiFID II (the "Target Market Assessment").

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

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

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

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November 27, 2020 08:38 ET (13:38 GMT)