TIDMHEIT
RNS Number : 0202B
Harmony Energy Income Trust PLC
28 September 2022
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN
(TOGETHER, THIS "ANNOUNCEMENT") IS RESTRICTED AND IS NOT FOR
RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY
OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA,
CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY MEMBER STATE OF
THE EEA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL (EACH A "RESTRICTED
JURISDICTION"). THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR
SALE IN THE UNITED STATES. THE SECURITIES DISCUSSED HEREIN HAVE NOT
BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD IN
OR INTO THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT. NO PUBLIC OFFERING OF THE
SECURITIES DISCUSSED HEREIN IS BEING MADE IN THE UNITED STATES AND
THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFERING OF
SECURITIES FOR SALE IN ANY RESTRICTED JURISDICTION.
This announcement is released by Harmony Energy Income Trust plc
and contains inside information for the purposes of the UK version
of the Market Abuse Regulation (EC No. 594/2014).
28 September 2022
Harmony Energy Income Trust plc
(the "Company")
Proposed capital raise to exercise right of first refusal
Harmony Energy Income Trust plc, an investment company that
invests in energy storage assets in Great Britain, today announces
that it is proposing to raise capital via a placing of new C Shares
("C Shares") (the "Placing") under its placing programme to fund
its pipeline of 2-hour duration battery energy storage systems
("BESS") projects to be acquired under the Company's right of first
refusal arrangements put in place on the Company's initial public
offering ("IPO").
Highlights
-- The Company was launched on 9 November 2021 raising GBP210
million (before expenses), and now has net assets of ca. GBP244
million;
-- The current portfolio comprises of six 2-hour duration BESS
projects totalling 312.5 MW located in Great Britain, all of which
are under construction, with the first project, Pillswood (98 MW /
196 MWh), due to commence commercial operations in November 2022.
On commencement of operations Pillswood is expected to be the
largest operational BESS project in the UK (by MWh);
-- Since IPO, the Company's net asset value (unaudited) has
grown 18.2 per cent. to 116.2p per share ("NAV") as published on 22
August 2022;
-- The Company is targeting a dividend of 8p per annum (from
2023) and a total return of 10 per cent. per annum per Ordinary
Share (by reference to the IPO share price of 100p) having already
paid a dividend of 1p per Ordinary Share in July 2022 with the next
1p expected to be paid in December 2022;
-- The Company has exclusivity via a right of first refusal over
687.5 MW of pipeline of additional 2-hour duration BESS projects
which are under the control of Harmony Energy Limited (the
"Developer" or "Harmony Energy") and which have grid connection
offers accepted, thereby giving the Company access to a significant
pipeline of 'off-market', well advanced projects;
-- The purpose of the capital raise is to enable the Company to
exercise its right of first refusal to acquire some or all of the
next three BESS projects to be "shovel ready" from the pipeline,
totalling 181.9 MW / 363.8 MWh, all of which have grid offers
accepted and target grid energisation dates in Q4 2023, Q1 2024 and
Q3 2024 respectively are ready for funding imminently to meet those
target energisation dates;
-- The Placing will be via the issue of new C Shares at a price
of 100p per share and will be launched immediately following this
announcement with Berenberg acting as sole Bookrunner. The Company
expects conversion of the C Shares to take place within
approximately three months of closing the placing following
acquisition of the relevant projects (following which the new
Ordinary Shares will rank pari passu with existing Ordinary Shares
for the target dividend of 8p per share in 2023); and
-- Certain senior Principals of Harmony Energy, the Investment
Adviser and their associates have confirmed that they will
collectively subscribe for new C Shares in the Placing equating to
GBP1 million.
Norman Crighton, Chair of Harmony Energy Income Trust plc,
said:
"Having fully committed the funds raised immediately following
IPO, the Investment Adviser has continued to progress the Company's
portfolio projects in line with the planned roll-out. The Company
successfully secured debt with NatWest plc and acquired its sixth
project. The next three projects will shortly be ready for
acquisition, against a strong backdrop for BESS, both in terms of
the need for energy storage and the revenue profile. Whilst
recognising the current challenging economic and market backdrop,
we believe it to be beneficial for the Company, with our
Shareholders' support, to take advantage of its exclusive rights
over Harmony Energy's pipeline as envisaged at IPO and continue to
build on the positive momentum."
Paul Mason, Managing Director of the Investment Adviser,
said:
"Proceeds from this capital raise will be allocated to up to
three identified BESS projects which are subject to the Company's
exclusive right of first refusal and which are expected to commence
operations during 2024. Continuing the momentum of building out new
BESS projects will position the Company well to capture the
prevailing positive revenue opportunities, whilst also providing
the much needed energy storage infrastructure to support the
deployment of solar and wind projects."
Background
Portfolio and Net Asset Value
On IPO, the Company raised GBP210 million through the issue of
Ordinary Shares of 1p each ("Ordinary Shares") to fund the
acquisition and build-out of a portfolio of five 'shovel ready'
projects totalling 213.5 MW (the "Seed Projects"), which were all
acquired immediately following admission to trading. In June 2022,
the Company put in place a debt facility of GBP60 million with
NatWest plc, (the "Facility"), which enabled the acquisition of the
Company's first pipeline project known as 'Bumpers', a 99 MW / 198
MWh BESS project , which completed in late July 2022. The Company's
current debt and capital are fully committed to the Seed Projects
and the Bumpers project. The interest rate on the Facility is fully
hedged meaning that it is not subject to interest rate rises as
they occur. When fully drawn, the Facility will be equivalent to
ca. 25 per cent. of gross asset value ("GAV").
On 22 August 2022, the Company announced its (unaudited) NAV per
share of 116.2p for the period to 31 July 2022, an increase of 18.2
per cent. since IPO and confirmed that all of its projects are
'under construction'. The Company notes the reversal of the planned
corporation tax increase announced on 23 September 2022 and expects
this change to have a positive effect on NAV which will be
reflected in the Company's next NAV update for the period to 31
October 2022.
The Company's first project scheduled to commence commercial
operations is Pillswood (totalling 98 MW / 196 MWh ) which is on
track to begin in November 2022, with the majority of battery
modules on site. This is expected to be the UK's largest 2-hour
BESS project (by MWh) when commercial operations commence.
The Company's second project, Broadditch (11 MW / 22 MWH), is
expected to commence commercial operations in December 2022, with
Farnham (20 MW / 40 MWH) following in March 2023. The scheduled
target commercial operation dates for the Company's existing
projects are set out below
Project MW / MWh Location Target Commercial Operations
Date
Pillswood 98 / 196 Yorkshire November 2022
---------- ---------------- -----------------------------
Broadditch 11 / 22 Kent December 2022
---------- ---------------- -----------------------------
Farnham 20 / 40 Surrey March 2023
---------- ---------------- -----------------------------
Rusholme 35 / 70 Yorkshire April 2023
---------- ---------------- -----------------------------
Bumpers 99 / 198 Buckinghamshire September 2023
---------- ---------------- -----------------------------
Little 49.5 / 99 Fife October 2023
Raith
---------- ---------------- -----------------------------
312.5 /
Total 625
---------- ---------------- -----------------------------
Tesla is the battery supplier, EPC contractor and contracted
revenue optimiser in relation to all of the Company's current
projects above, benefitting from full Tesla warranties in relation
to the Tesla Megapack system. There are no legacy projects in the
Company's portfolio with shorter duration batteries. All of the
Company's projects are 2-hour duration batteries.
Pipeline
In tandem with progressing the build-out of the initial
projects, Harmony Energy has continued to progress projects within
its pipeline to bring them to 'shovel-ready' status for acquisition
by the Company under its right of first refusal set out in the
pipeline agreement dated 14 October 2021 (the "Pipeline
Agreement").
The next three projects from the pipeline, totalling 181.9 MW /
363.8 MWh have near-term energisation dates (as set out below) and
detailed design works are at an advanced stage. This means that the
three projects require funding imminently to allow long-lead items
to be ordered and to move into construction phase in order to
secure those target energisation dates, which will then facilitate
the commencement of commercial operations in Q1/Q2 2024.
Project MW / MWh Target energisation dates
Wormald Green 33 / 66 Q4 2023
------------ --------------------------
Hawthorn Pit 49.9 / 99.8 Q1 2024
------------ --------------------------
Rye Common 99 / 198 Q3 2024
------------ --------------------------
-Phase I and II
------------ --------------------------
Total 181.9 /
363.8
------------ --------------------------
Pursuant to the Pipeline Agreement, the projects are to be
acquired at a discount rate of no less than 10 per cent. based on
independent valuation. It should be noted that acquisition of the
pipeline projects remains subject to final due diligence and Board
approval. Should the Company not exercise its rights of first
refusal over any or all of the three projects, the Developer may
choose to sell such projects in the market.
Technology
The three pipeline projects stated above are designed to use
2-hour duration batteries which Harmony Energy Advisors Limited
(the "Investment Adviser") believes offers the most attractive
revenue profile allowing more trading through the wholesale markets
and less reliance on ancillary services, as is common with shorter
duration batteries. In keeping with the commitment on IPO to
continually assess and analyse the BESS market to ensure that the
Company is able to diversify across suppliers and ensure that the
Company's projects can take advantage of any developments with
regard to the supply of batteries and / or revenue optimisation
services, the Investment Adviser has tendered a number of battery
suppliers in relation to the next three pipeline projects. Taking
into account recent technological developments which mean there are
more suppliers offering 2-hour duration batteries and other factors
such as lead time for supply, impact and sustainability, and
warranties. The Investment Adviser has chosen a preferred
third-party bidder in relation to the supply of batteries on these
three projects who can meet the necessary timelines. The Investment
Adviser is also in discussions with a number of revenue
optimisation service providers who are offering competitive terms
for services on the next projects.
Benefits of the Placing
The Board believes the Placing will have the following
benefits:
-- Enable the Company to take advantage of its right of first
refusal to acquire up to three specific pipeline projects
'off-market' with near-term grid connection energisation dates and
BESS supply and construction schedules;
-- Allow the Company to invest further to diversify its existing
portfolio and continue to drive value through NAV growth and
increased projected revenues;
-- Achieve economies of scale and reductions in the total
expense ratio by spreading the Company's fixed unning costs across
a wider share capital base and reducing the scale of charges for
the Investment Adviser;
-- Issuing C Shares helps reduce cash drag for the existing
portfolio Ordinary Share shareholders' whilst committing the net
proceeds to up to three specific projects facilitates timely
conversion of C Shares, expected to be within ca. three months
(following which the new Ordinary Shares will rank pari passu with
existing Ordinary Shares for the target dividend of 8p per share in
2023); and
-- Increase the size of the Company to help make it more
attractive to a wider base of investors and help improve liquidity
following the conversion of the C Shares into new Ordinary
Shares.
RCF
The Company's current debt provider, NatWest plc, has agreed,
via a Heads of Terms, to provide the Company with a GBP35 million
revolving credit facility. Final terms are expected to be agreed
shortly with such financing then expected to be available for in
connection with the construction of pipeline projects.
Use of proceeds
The next three pipeline projects requiring funding imminently
are 33 MW / 66MWh, 49.9MW / 99.8 MWh and 99 MW / 198 MWh
respectively. Depending on the level of gross proceeds raised
through the Placing, the Company intends to use the funds, together
with the RCF, towards the acquisition and funding of any or all of
the three projects. The maximum amount to be raised under the
Placing is GBP130 million (before expenses) which would fund the
acquisition and build out of all three of the projects together
with the funds from RCF.
Acquisitions are subject to final due diligence, independent
valuation and approval by the Board.
Harmony Energy
Certain senior Principals of Harmony Energy, the Investment
Adviser and their associates have confirmed that they will
collectively subscribe for new C Shares in the Placing equating to
GBP1 million in aggregate. Those C Shares and, post conversion, the
new Ordinary Shares, will be subject to a two year lock-up and
orderly market arrangement.
In addition, as consideration for the pipeline projects, it is
expected that Harmony Energy will receive a minimum of 15 per cent.
of the consideration payable in C Shares with the balance of
maximum 85 per cent. payable in cash. This split of shares and cash
payable to Harmony Energy requires a variation to the Pipeline
Agreement however the calculation mechanism for total consideration
payable to Harmony Energy remains unchanged. Cash consideration
payable to Harmony Energy is intended to support the continued
development of pipeline projects. The C Shares issued as
consideration to Harmony Energy and, post their conversion, new
Ordinary Shares will be subject to the provisions of the Lock-up
and Orderly Market Deed entered into on IPO.
The proposed Placing
Pursuant to the Prospectus published on 15 October 2021, the
Company has Placing Programme authority to issue up to 250 million
Ordinary and / or C Shares (the "Placing Programme"). The Company's
Placing Programme runs up to and including 14 October 2022.
Taking into account the funding requirement for the three
specified projects, the maximum to be raised pursuant to the
Placing is GBP130 million (before expenses) through the issue of up
to 130 million new C Shares at an issue price of 100p per C
Share.
The C Shares
The assets representing the net proceeds of the Placing will be
accounted for and managed as a distinct pool of assets until the C
Shares are converted into Ordinary Shares.
Under the terms of the Company's articles of association (the
"Articles"), the conversion process will be triggered on a date to
be determined by the Directors, occurring no later than when the
Company's AIFM has given notice to the Directors that at least 90
per cent., or such other percentage as the Directors and the
Company's AIFM may agree, of the net proceeds of the Placing have
been committed. It is expected that conversion of the C Shares will
take place within ca. three months of their issue. Under the
articles the conversion date may be no later than the date falling
twelve months after the date of admission of the C Shares. The date
on which the conversion process is triggered will be the
calculation date for the conversion (the "Conversion Calculation
Date").
The C Shares will convert into Ordinary Shares on the basis of a
conversion ratio calculated in accordance with the Articles (the
"Conversion Ratio"). The Conversion Ratio is the ratio of the net
asset value per C Share to the net asset value per Ordinary Share
as at the Conversion Calculation Date. The net asset values will be
calculated in accordance with the Articles.
On conversion, the new Ordinary Shares issued as a result of the
conversion of C Shares will rank pari passu with the existing
Ordinary Shares in issue on the date of conversion. Pending
conversion, the Company does not anticipate paying a dividend to
holders of C Shares. The costs of the Placing will be borne by the
holders of the C Shares.
Further details relating to the Placing
Berenberg is acting as sole global coordinator and bookrunner in
connection with the Placing. The number of new C Shares to be
issued pursuant to the Placing (the "Placing Shares") will be
determined by the Company, in consultation with Berenberg,
following the close of the Placing at 1.00 p.m. on 11 October 2022,
and announced along with the results of the Placing at 7.00 a.m. on
12 October 2022. The Placing is being undertaken under the
Company's Placing Programme, pursuant to the Prospectus published
on 15 October 2021.
Berenberg will choose to accept bids, either in whole or in
part, on the basis of allocations determined in agreement with the
Company and may scale down any bids for this purpose on such basis
as the Company and Berenberg may determine. It may be necessary to
scale back applications under the Placing if the number of
applications exceeds the number of Placing Shares available under
the Placing. In such event, Placing Shares will be allocated at the
discretion of the Company (in consultation with Berenberg). The
Company will consider various factors when making this scaleback
decision, including whether existing shareholders wish to maintain
their current percentage holding in the Company.
The Company will apply for admission of the Placing Shares to
trading on the Specialist Fund Segment of the Main Market of London
Stock Exchange plc ("Admission"). It is expected that settlement of
subscriptions in respect of the Placing Shares and Admission will
take place and that trading in the new C Shares will commence at
8.00 a.m. on 14 October 2022 .
The Placing is subject to the terms and conditions set out in
prospectus published on 15 October 2021 (which forms part of this
announcement, together the "Announcement").
Timetable*
Placing Opens 10:00 a.m. on 28 September
2022
Latest time for Commitments under 1:00 p.m. on 11 October
the Placing 2022
Results of Placing announced 7.00 a.m. on 12 October
2022
Admission of Shares to trading 8.00 a.m. on 14 October
2022
*The dates and times specified above are subject to change. In
particular, the Directors may (with the prior consent of Berenberg)
bring forward or postpone the closing time and date for the
Placing. In the event that a date or time is changed, the Company
will notify persons who have applied for Placing shares by post, by
electronic mail or by the publication of a notice through a
Regulatory Information Service.
References to all times are to London times unless otherwise
stated.
Dealing codes
Ticker HEIC
ISIN for the C Shares GB00BLNNFZ25
SEDOL for the C Shares BLNNFZ2
Legal Entity Identifier (LEI) 254900O3XI3CJNTKR453
For further information, please contact:
Harmony Energy Advisors Limited
Paul Mason
Max Slade
Peter Kavanagh
James Ritchie
info@harmonyenergy.co.uk
Berenberg
Gillian Martin
Ben Wright
Dan Gee-Summons +44 (0)20 3207 7800
Camarco
Eddie Livingstone-Learmonth
Georgia Edmonds +44 (0)20 3757 4980
JTC (UK) Limited
Christopher Gibbons
Harmony.CoSec@jtcgroup.com +44 (0)20 3846 9774
LEI: 254900O3XI3CJNTKR453
Disclaimer
This Announcement is an advertisement and does not constitute a
prospectus and investors must subscribe for or purchase any C
Shares referred to in this Announcement only on the basis of
information (including terms and conditions) contained in the
Prospectus published by the Company (and in any other supplementary
prospectus) and not in reliance on this Announcement. Copies of the
Prospectus are, subject to any applicable law, available for
viewing at the National Storage Mechanism at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on the
Company's website.
This Announcement is not an offer to sell or a solicitation of
any offer to buy the C Share s in the United States, Canada,
Australia, the Republic of South Africa, the Republic of Ireland or
Japan or their respective territories or possessions or any member
state of the EEA (with the exception of the Republic of Ireland) 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 C Share s will not be entitled to the
benefits of the Investment Company Act. No offer, sale, resale,
pledge, delivery, distribution or transfer of the C Share s 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.
In the United Kingdom, this communication is being distributed
only to, and is directed only at, qualified investors as defined
under Article 2 of the Prospectus Regulation: (i) who have
professional experience in matters relating to investments who fall
within the definition of "investment professional" in Article 19(5)
of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order"), or (ii) who are
high net worth companies, unincorporated associations and
partnerships and trustees of high value trusts as described in
Article 49(2) of the Order, and (iii) other persons to whom it may
otherwise lawfully be communicated (all such persons together being
referred to as "relevant persons"). Any investment or investment
activity to which this communication relates is available only to
and will only be engaged in with such persons. For the purposes of
this provision the expression "Prospectus Regulation" means the UK
version of Regulation (EU) 2017/1129 of the European Parliament and
of the Council of 14 June 2017 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, which is
part of UK law by virtue of the European Union (Withdrawal) Act
2018, as amended by The Prospectus (Amendment, etc) (EU Exit)
Regulations 2019.
Joh. Berenberg, Gossler & Co. KG, acting through its London
Branch, which is authorised by the German Federal Financial
Supervisory Authority (BaFin) and in the United Kingdom is deemed
authorised under the Temporary Permissions Regime and subject to
limited regulation by the FCA, is acting for the Company and for
no-one else in connection with the matters described in this
Announcement and will not regard any other person (whether or not a
recipient of the Prospectus) as its client and will not be
responsible to anyone for providing the protections afforded to its
clients or providing any advice in relation to the matters
contained herein. Apart from the responsibilities, if any, which
may be imposed on Berenberg by the FCA or under the FSMA or the
regulatory regime established thereunder, Berenberg will not be
responsible to anyone other than the Company for providing the
protections afforded to its clients or for providing advice to any
other person in relation to the arrangements referred to in this
Announcement and the Prospectus.
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 C Share s or the Ordinary Shares into which they
will convert.
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 and opinions contained in this Announcement are
provided as at the date of this 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, the Investment
Adviser, Berenberg or any of their respective partners (including,
in the case of Berenberg, unlimited partners (persönlich haftende
Gesellschafter)), affiliates or by any of their respective
officers, employees , agents or advisers in relation to it. No
reliance may be placed for any purpose whatsoever on the
information or opinions contained in this Announcement or on its
completeness, accuracy or fairness. This Announcement has not been
approved by any competent regulatory or supervisory authority.
The Company has a limited trading history. Potential investors
should be aware that any investment in the 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. There may be other additional
risks, uncertainties and factors that could cause the returns
generated by the Company to be materially lower than the returns
set out in this Announcement.
Neither the content of the Company's website, nor the content on
any website accessible from hyperlinks on its website for any other
website, is incorporated into, or forms part of, this Announcement
nor, unless previously published by means of an RIS announcement,
should any such content be relied upon in reaching a decision as to
whether or not to acquire, continue to hold, or dispose of,
securities in the Company.
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", "might", "will" or
"should" or, in each case, their negative or other variations or
similar expressions. 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. Subject to their respective
legal and regulatory obligations (including under the Prospectus
Regulation Rules), the Company, the Investment Adviser and/or
Berenberg expressly disclaim any obligations or undertaking to
update or revise any forward -- looking statements contained herein
to reflect any change in expectations with regard thereto or any
change in events, conditions or circumstances on which any such
statement is based unless required to do so by law or any
appropriate regulatory authority, including FSMA, the Prospectus
Regulation Rules, the Disclosure Guidance and Transparency Rules,
the UK version of Regulation (EU) 2017/1129 of the European
Parliament and of the Council of 14 June 2017 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, which is part of UK law by virtue of the European Union
(Withdrawal) Act 2018, as amended by The Prospectus (Amendment,
etc) (EU Exit) Regulations 2019 and the UK version of Directive
2014/65/EU on markets in nancial instruments, Regulation (EU) No.
600/2014 on markets in nancial instruments, and any secondary
legislation, rules, regulations and procedures made pursuant
thereto up to 31 December 2019, which is part of UK law by virtue
of the European Union (Withdrawal) Act 2018, as amended.
None of the Company, the Investment Adviser and/or Berenberg ,
or any of their respective partners (including, in the case of
Berenberg, unlimited partners (persönlich haftende
Gesellschafter)), affiliates, accepts 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 or associated
companies, 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 the Announcement or its contents
or otherwise arising in connection therewith. The Company, the
Investment Adviser and/or Berenberg, or any of their respective
partners (including, in the case of Berenberg, unlimited partners
(persönlich haftende Gesellschafter)), affiliates, accordingly
disclaim all and any liability whether arising in tort, contract or
otherwise which they might otherwise have in respect of this
Announcement or its contents or otherwise arising in connection
therewith.
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, a Key Information Document in respect of the C
Share s is available to investors at https://www.heitp.co.uk/ .
The Company is the only manufacturer of the C Share s for the
purposes of the PRIIPs Regulation and neither the Investment
Adviser nor Berenberg is a manufacturer for these purposes. Neither
the Investment Adviser nor Berenberg make any representations,
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