TIDMGSEO
RNS Number : 5686R
VH Global Sustainable Energy Oppt.
08 November 2021
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, TO U.S. PERSONS OR IN OR INTO THE
UNITED STATES, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR
THEIR RESPECTIVE TERRITORIES OR POSSESSIONS, OR INTO ANY OTHER
JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT
(THE "ANNOUNCEMENT"). THE INFORMATION CONTAINED IN THIS
ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER TO ISSUE
OR SELL, OR ANY SOLICITATION OF ANY OFFER TO SUBSCRIBE OR PURCHASE,
ANY INVESTMENTS IN ANY JURISDICTION.
This Announcement is an advertisement for the purposes of the
Prospectus Regulation Rules of the UK Financial Conduct Authority
("FCA") and is not a prospectus. This Announcement does not
constitute or form part of, and should not be construed as, an
offer for sale or subscription of, or solicitation of any offer to
subscribe for or to acquire, any ordinary shares in VH Global
Sustainable Energy Opportunities plc (the "Company") in any
jurisdiction, including in or into the United States, Canada, the
Republic of South Africa or Japan or their respective territories
or possessions. Investors should not subscribe for or purchase any
ordinary shares referred to in this Announcement except on the
basis of information in the prospectus (the "Prospectus") published
by the Company on 6 January 2021. A copy of the Prospectus is
available for inspection from the Company's registered office and
on its website, www.vh-gseo.com, subject to certain access
restrictions.
The information communicated in this Announcement is deemed to
constitute inside information as stipulated under the UK version of
the Market Abuse Regulations (EU) No. 596/2014 as it forms part of
the law of England and Wales by virtue of the European Union
(Withdrawal) Act 2018, as amended ("EUWA"), as further amended by
UK legislation from time to time ("MAR"). Upon the publication of
this Announcement, this information is considered to be in the
public domain.
8 November 2021
VH Global Sustainable Energy Opportunities plc
Proposed Placing
The Company today announces its intention to raise new capital
under the Company's placing programme, as detailed in the
Prospectus, through the placing (the "Placing") of new Ordinary
Shares (the "New Ordinary Shares") at a price of 101.5 pence (the
"Issue Price").
The Company intends to use the proceeds of the Placing to fund
the continued deployment into its enhanced pipeline of assets (the
"Enhanced Pipeline"). The Enhanced Pipeline currently consists of
four assets with the total potential investment value of GBP258
million. The Company expects that the proceeds of the Placing will
be deployed within 6 months.
Background
Since the Company successfully raised GBP242.6m at its initial
public offering ("IPO") in February 2021, the sustainable energy
infrastructure market has exhibited strong growth dynamics and the
Company has continued to experience significant interest in its
proposition. At the time of the IPO, the Company's Investment
Adviser, Victory Hill Capital Advisors LLP ("Victory Hill"),
outlined a strong pipeline of new investment and follow-on
opportunities and set an expectation of deploying or committing the
majority of its capital within a year of IPO.
In fact, origination into the Investment Adviser's new
investment pipeline has been considerably stronger than expected
such that by September 2021, the Company had deployed or committed
92% of the net proceeds raised at IPO.
The Company has an annual total return target of 10 per cent.,
net of the Company's costs and expenses, but including dividend
distributions.*
On 1 November 2021, the Company exceeded its year 1 dividend
target (1p) by declaring a dividend of 1.25p for the period from 2
February 2021 to 30 September 2021. The Company also reaffirmed the
annual dividend target of 5p per Ordinary Share from the year
beginning 1 January 2022.*
* These targets are based on current market conditions as at the
date of this Announcement only and are not profit forecasts. There
can be no assurance that these targets will be met or that the
Company will make any distributions at all. These target returns
should not be taken as an indication of the Company's expected or
actual current or future returns. The Company's actual returns will
depend upon a number of factors, including but not limited to the
amount raised pursuant to the Placing, the Company's net income and
the Company's ongoing charges figure. Accordingly, investors should
not place any reliance on these targets in deciding whether to
invest in New Ordinary Shares or assume that the Company will make
any distributions at all. Potential investors should decide for
themselves whether or not the returns are reasonable or achievable
in deciding whether to invest in the Company.
Use of Proceeds - the Enhanced Pipeline**
The Investment Adviser is continuing to see high quality
investment opportunities across the globe, surpassing expectations
at the Company's launch.
Since IPO, the Investment Adviser has evaluated more than 80
opportunities and has a broader pipeline of over 20 assets
totalling over GBP800m. However, in the near term, the Investment
Adviser is focused on its Enhanced Pipeline which consists of four
assets diversified by geography, technology and income type. The
total potential investment value of the Enhanced Pipeline assets is
GBP258 million. These assets are expected to be both accretive and
complementary to the Company's existing portfolio.
1. Onshore Wind in Mexico
This asset is a portfolio of operating wind farms totalling
approximately 300MW at a target equity investment of GBP92m. The
portfolio benefits from a 100% take-or-pay corporate Power Purchase
Agreement ("PPA") with a listed retail conglomerate. These assets
have been managed and operated by a leading European contractor
using top-tier European wind turbine generators. This project
targets an expected yield greater than 10%.
2. Hydro run-of-river in Brazil
This project consists of operational run-of-river hydro projects
with a combined capacity of approximately 40MW. The assets have
45-year permits in place and long-term PPAs with a rolling 5-year
hedge strategy for price of power earned that provides downside
risk protection and attractive upside exposure. The expected
investment is GBP68m and the project targets an expected yield
greater than 10%.
3. Flexible Power and Carbon Capture and Reuse in United Kingdom
This will be the Company's third combined heat and power project
in the UK with carbon capture and reuse technology. The project
will be 50MW once construction is complete and requires an
investment of GBP62m and targets an expected yield of 7%. The
Investment Adviser will be working with the same operating partners
on this project, under the partnership framework and structure
already put in place as part of the first two projects under the
Company's current investment program.
4. Solar PV in Vietnam
The Vietnamese government has supported and encouraged growth in
this sector. This project involves the acquisition of an operating
portfolio of rooftop solar plants totalling 50MW. The PPAs are
long-term in nature and USD-linked with multinational, and large
regional commercial and industrial companies. The expected
investment is GBP36m and the project targets an expected yield of
greater than 10%.
Further, the Company is excited by the evolution of its
experienced and successful joint venture development partners who
continue to deliver exceptional pipeline opportunities.
** Whilst Victory Hill has identi fi ed the Enhanced Pipeline
assets, there is no guarantee that the Company will ultimately
acquire any of these assets. Investments not comprised in the
Enhanced Pipeline may also become available.
Placing details
The Company is proposing to undertake the Placing at an issue
price per New Ordinary Share of 101.5 pence, which represents a
premium of 3% to the Company's ex-dividend net asset value ("NAV")
as at 30 September 2021 (adjusted to reflect the interim dividend
of 1.25p which is payable to shareholders on the register as at 12
November 2021) and a discount of 4.25% to the closing share price
as at 5 November 2021. For the avoidance of doubt, any New Ordinary
Shares issued pursuant to the Placing will not be entitled to the
interim dividend.
The Placing is expected to close at 1.00 p.m. (London time) on
Tuesday, 30 November 2021, but may close earlier or later at the
absolute discretion of the Company (subject only to the consent of
Numis).
Qualified investors are invited to apply for New Ordinary Shares
by contacting Numis on the contact details below. It is intended
that New Ordinary Shares will be allocated so that applications
from existing Shareholders ("Existing Shareholders") are given
priority over other applicants, with a view to Existing
Shareholders being allocated such percentage of New Ordinary Shares
as is as close as possible to their existing percentage holding of
Ordinary Shares. Existing Shareholders will not, however, be
entitled to any minimum allocation of New Ordinary Shares in the
Placing and there will be no guarantee that Existing Shareholders
wishing to participate in the Placing will receive all or some of
the New Ordinary Shares for which they have applied. The decision
to allot New Ordinary Shares to any qualified investor shall be at
the absolute discretion of the Company and Numis.
Numis, in agreement with the Company, may choose to accept
orders under the Placing, either in whole or in part, and may scale
down any orders for this purpose, on such basis as the Company and
Numis may determine. Numis may also, notwithstanding the above,
subject to the prior consent of the Company: (i) allocate New
Ordinary Shares after the time of any initial allocation to any
person submitting an order after that time; and (ii) allocate New
Ordinary Shares after the Placing has closed to any person
submitting an order after that time. The Company reserves the right
to reduce the amount to be raised pursuant to the Placing.
By making an offer to subscribe for New Ordinary Shares under
the Placing, investors will be deemed to have accepted the terms
and conditions set out in Part 13 of the Prospectus, or such other
terms as may be agreed by the Company and the relevant subscriber.
An investor that has made an offer to subscribe for New Ordinary
Shares under the Placing accepts that following the closing of the
Placing such offer shall be irrevocable and may not be withdrawn or
amended without the consent of the Directors. Upon being notified
of its allocation of New Ordinary Shares in the Placing, an
investor shall be contractually committed to acquire the number of
New Ordinary Shares allocated to it at the Issue Price per New
Ordinary Share allocated to it.
The New Ordinary Shares will, when issued, be credited as fully
paid and rank pari passu with the existing Ordinary Shares in the
capital of the Company, including the right to receive all future
dividends and distributions declared, made or paid. For the
avoidance of doubt, any New Ordinary Shares issued pursuant to the
Placing will not be entitled to the interim dividend payable to
shareholders on the register as at 12 November 2021.
Applications will be made for the New Ordinary Shares to be
admitted to the premium segment of the Official List, and to
trading on the Main Market ("Admission"). It is expected that
Admission will become effective and dealings in the New Ordinary
Shares will commence at 8 a.m. on 3 December 2021.
Expected Timetable for the Placing
Event Date
Placing opens 8 November 2021
------------------------------
Latest time and date for commitments 1.00 p.m. on 30 November 2021
under the Placing
------------------------------
Announcement of results of 1 December 2021
the Placing
------------------------------
Admission and dealing in New 8.00 a.m. on 3 December 2021
Ordinary Shares commence
------------------------------
Each of the times and dates set out below and mentioned
elsewhere in this Announcement may be adjusted by the Company, in
which event details of the new times and dates will be announced
via a Regulatory Information Service. References to a time of day
are to London time.
Numis are acting as Sole Sponsor and Bookrunner in respect of
the Placing.
Capitalised terms shall have the meanings attributed to them in
the Prospectus unless otherwise defined in this Announcement.
For further information, please contact:
Edelman Smithfield (PR Adviser)
Ged Brumby / Andrew McLagan
Tel: + 44 (0)7540 412 301 / +44 (0)7817 998 161
Numis (Sponsor and Bookrunner)
Sales - Tod Davis
Corporate - David Benda/Matt Goss
Tel: +44 (0)20 7260 1000
G10 Capital Limited (AIFM)
Mohammed Rahman / Paul Cowland
Tel: + 44 (0)20 7397 5450
Apex Fund and Corporate Services (UK) Limited (Company
Secretary)
Anthony Lee
Tel: +44 7435 829323
About Victory Hill
Victory Hill (FRN 938594) is an Appointed Representative of G10
Capital Limited (FRN 648953) ("G10"), which is authorised and
regulated by the Financial Conduct Authority.
Victory Hill is based in London and was founded in May 2020 by
an experienced team of energy financiers that have spun-out of a
large established global project finance banking group. The team
have an established track record built over six years while working
together in their previous roles and participating in over $37.1bn
in sustainable energy project transaction values, generating over
24.2 per cent. equity returns. In addition, the team has also
participated in more than $200bn in transaction values across 91
conventional and renewable energy-related transactions in over 30
jurisdictions worldwide, throughout their individual careers. The
average experience per individual is 21 years of relevant energy
finance experience.
The Victory Hill team deploys its experience across different
financial disciplines in order to assess investments holistically
and from multiple points of view. The firm pursues operational
stability and well-designed corporate governance to generate
sustainable positive returns for investors. It focuses on
supporting and accelerating the Energy Transition and the
attainment of the UN Sustainable Development Goals.
Victory Hill is a signatory of the United Nations Principles for
Responsible Investing (UN PRI), the United Nations Global Compact
(UN GC) and is a formal supporter of the Financial Stability
Board's Task-Force on Climate-related Disclosures (TFCD).
Important Notice
This is a financial promotion and is not intended to be
investment advice.
The contents of this Announcement, which has been prepared for
information purposes only by and is the sole responsibility of the
Company, has been approved by G10, which is authorised and
regulated by the Financial Conduct Authority solely for the
purposes of section 21(2)(b) of FSMA.
This Announcement is not for release, publication or
distribution, directly or indirectly, in or into the United States
(including its territories and possessions, any state of the United
States and the District of Columbia, collectively, the "United
States"), Canada, the Republic of South Africa or Japan or any
other jurisdiction where such distribution is unlawful, or to U.S.
persons, as defined in Regulation S ("Regulation S") under the US
Securities Act of 1933, as amended (the "Securities Act"). 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.
This Announcement is not an offer to sell or a solicitation of
any offer to buy the New Ordinary Shares in the United States,
Canada, the Republic of South Africa, or Japan, or any of their
respective territories or possessions, or in any other jurisdiction
where such offer or sale would be unlawful. The New Ordinary Shares
have not been and will not be registered under the Securities Act
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
document has not been approved by any competent regulatory or
supervisory authority.
In addition, the Company has not been and will not be registered
under the US Investment Company Act of 1940, as amended, and the
recipient of this Announcement will not be entitled to the benefit
of that act.
This Announcement and any offer subsequently made is, and will
be, addressed to and directed only at persons, in the United
Kingdom, who are (a) both "qualified investors" within the meaning
of the UK version of the Prospectus Regulation (2017/1129/EU) as it
forms part of UK law by virtue of the EUWA, as amended by UK
legislation from time to time and either: (i) persons who have
professional experience in matters relating to investments falling
within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Order") or (ii) who are high
net worth entities falling within Article 49 of the Order; or (b)
other persons to whom it may otherwise lawfully be communicated
(all such persons under (a) and (b) together being referred to as
"relevant persons"). Any investment or investment activity to which
this document relates is available in the United Kingdom only to
relevant persons.
This Announcement is not addressed to, or directed at, persons
in member states of the European Economic Area who are not
"qualified investors" within the meaning of Article 2(e) of the EU
Prospectus Regulation (2017/1129/EU) ("Qualified Investors"). Any
investment or investment activity to which this communication
relates is available only to and will only be engaged in with such
persons. This communication must not be acted on or relied on in
any Member State of the European Economic Area, by persons who are
not Qualified Investors.
NOTICE TO PROSPECTIVE INVESTORS IN AUSTRALIA: This Announcement
is not a prospectus or product disclosure statement under the
Corporations Act 2001 (Cth) ("Corporations Act") and does not
constitute a recommendation to acquire, an invitation to apply for,
an offer to apply for or buy, an offer to arrange the issue or sale
of, or an offer for issue or sale of, any securities in Australia
except as set out below. The Company has not authorised nor taken
any action to prepare or lodge with the Australian Securities and
Investments Commission ("ASIC") an Australian law compliant
prospectus or product disclosure statement. Accordingly, the
Announcement or any other related material in connection with the
Placing may not be issued or distributed in Australia and the New
Ordinary Shares may not be offered, issued, sold or distributed in
Australia by the AIFM, or any other person, under the Prospectus,
whether directly or indirectly (including by way of resale), other
than by way of or pursuant to an offer or invitation that does not
need disclosure to investors under Part 6D.2 or Part 7.9 of the
Corporations Act or otherwise. This Announcement does
not constitute or involve a recommendation to acquire, an offer
or invitation for issue or sale, an offer or invitation to arrange
the issue or sale, or an issue or sale, of New Ordinary Shares to
any person in Australia other than persons who meet the
requirements of the definition of "wholesale client" as defined in
section 761G of the Corporations Act.
Failure to comply with these restrictions in respect of the
receipt or distribution of this document may constitute a violation
of applicable law or regulation. None of the Company, AIFM, Victory
Hill or Numis holds an Australian financial services licence which
authorises them to issue the New Ordinary Shares, provide financial
product advice in relation to the New Ordinary Shares or to promote
the Placing to any person including wholesale clients. Any person
who receives or reads this Announcement should not consider it as a
recommendation to purchase the New Ordinary Shares. To the extent
that information in this Announcement constitutes financial product
advice, it is general advice only. No cooling off regime applies to
an acquisition of the New Ordinary Shares. Numis is exempted from
the requirement to hold an Australian financial services licence in
respect of the financial services it provides to wholesale clients
in Australia pursuant to the Australian Securities and Investments
Commission Class (ASIC) (Order [CO 03/1099] UK regulated financial
service providers. The AIFM, Victory Hill and Numis are regulated
by the Financial Conduct Authority of the United Kingdom under
English law which differs from Australian law. This Announcement is
not a product disclosure statement or any other form of formal
disclosure document for the purposes of Australian law and has not
been lodged with ASIC. Accordingly, this document is not required
to, and does not, contain all of the information which would be
required to be set out in a product disclosure statement.
NOTICE TO PROSPECTIVE INVESTORS IN THE REPUBLIC OF IRELAND: The
Company has notified the Central Bank of Ireland (the "Central
Bank") of its intention to market to professional investors in
Ireland pursuant to Regulation 43 of S.I. No. 257/2013 - European
Union (Alternative Investment Fund Managers) Regulations 2013 (as
may be amended or supplemented from time to time) which transposes
the AIFM Directive into Irish law. New Ordinary Shares may
therefore be issued to professional investors as defined in the
AIFM Directive and otherwise in accordance with the AIFM Directive,
the EU Regulation, the Irish European Union (Alternative Investment
Fund Managers) Regulations 2013 (S.I. no 257 of 2013), as amended,
and any rules issued by the Central Bank pursuant thereto.
NOTICE TO PROSPECTIVE INVESTORS IN NORWAY: The Company is an
alternative investment fund, but has not been approved for
marketing in Norway by its manager under the Norwegian Alternative
Investment Funds Act 2014 and is only distributed based on prior
request from the recipient without any first approach by the
manager. This Announcement has not been prepared so as to comply
with the provisions of the public offer rules in the Norwegian
Securities Trading Act 2007, nor is it intended to be relied upon
by anyone who is not a professional investor within the meaning of
that act. The recipient of this Announcement must not copy or in
any other way transmit its contents to any other person.
This Announcement is an advertisement and not a prospectus.
Investors should not subscribe for or purchase any transferable
securities referred to in this Announcement except on the basis of
information in the Prospectus. In particular, prospective investors
will be required to read and understand the section entitled "Risk
Factors" in the Prospectus, once available.
The information in this Announcement is for background purposes
only and does not purport to be full or complete. No reliance may
be placed for any purpose on the information contained in this
Announcement or its accuracy or completeness.
This Announcement does not constitute a recommendation
concerning the Placing and n o 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. 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.
The Company has limited trading history. Potential investors
should be aware that any investment in Company is speculative,
involves a high degree of risk, and 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 price and value of securities
and any income from them can go down as well as up. Past
performance is not a guide to future performance and prospective
investors may not receive any return from the Company. Before
purchasing any New Ordinary Shares, persons viewing this
Announcement should ensure that they fully understand and accept
the risks that are set out in the Prospectus. Information in this
Announcement or any of the documents relating to the Placing cannot
be relied upon as a guide to future performance. Potential
investors should consult a professional adviser as to the
suitability of the New Ordinary Shares for the person
concerned.
This Announcement may include statements that are, or may be
deemed to be, "forward-looking statements". These forward-looking
statements can be identified by the use of forward-looking
terminology, including the terms "believes", "estimates",
"anticipates", "expects", "intends", "may", "will" or "should" or,
in each case, their negative or other variations or comparable
terminology. All statements other than statements of historical
facts included in this Announcement, including, without limitation,
those regarding the Company's financial position, strategy, plans,
proposed acquisitions and objectives, are forward-looking
statements. Forward-looking statements are subject to risks and
uncertainties and, accordingly, the Company's actual future
financial results and operational performance may differ materially
from the results and performance expressed in, or implied by, the
statements. These factors include but are not limited to those
described in the Prospectus. These forward-looking statements speak
only as at the date of this Announcement and cannot be relied upon
as a guide to future performance. The Company, G10 and Numis
expressly disclaim any obligation or undertaking to update or
revise any forward-looking statements contained herein to reflect
actual results or any change in the assumptions, conditions or
circumstances on which any such statements are based unless
required to do so by FSMA, the Prospectus Regulation Rules, MAR or
other applicable laws, regulations or rules.
Numis is authorised and regulated by the Financial Conduct
Authority. Numis is acting exclusively for the Company and no-one
else in connection with this Announcement or any future transaction
in connection with it. Numis will not regard any other person as
its client in relation to the subject matter of this Announcement
and will not be responsible to anyone other than the Company for
providing the protections afforded to its clients, nor for
providing advice in relation to the contents of this Announcement
or any transaction, arrangement or other matter referred to
herein.
The information and opinions contained in this Announcement are
provided as at the date of the Announcement and are subject to
change without notice. None of the Company, G10, Victory Hill or
Numis, or any of their respective parents or subsidiary
undertakings, or the subsidiary undertakings of any such parent
undertakings, or any of such person's respective directors,
officers, employees, agents, affiliates or advisers or any other
person ("their respective affiliates") accepts (save where required
by law) any responsibility or liability whatsoever for/or makes any
representation or warranty, express or implied, as to this
Announcement, including the truth, accuracy or completeness of the
information in this Announcement (or whether any information has
been omitted from the Announcement) or any other information
relating to the Company, whether written, oral or in a visual or
electronic form, and howsoever transmitted or made available or for
any loss howsoever arising from any use of this Announcement or its
contents or otherwise arising in connection therewith.
END
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