TIDMSEIT
RNS Number : 4006X
SDCL Energy Efficiency Income Tst
19 December 2019
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, TO US PERSONS OR INTO THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF
SOUTH AFRICA OR INTO ANY OTHER JURISDICTION WHERE TO DO SO MIGHT
CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW. PLEASE SEE
THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
19 December 2019
SDCL Energy Efficiency Income Trust plc
("SEEIT" or the "Company")
Result of Placing
On 17 December 2019, SEEIT announced it was seeking to raise
GBP40 million through a non pre-emptive placing of new Ordinary
Shares in the capital of the Company (the "Placing Shares").
The Board of Directors (the "Board") is pleased to announce that
the Placing has been significantly oversubscribed. Taking into
account the strength of the Company's acquisition pipeline, the
Board has decided to increase the size of the Placing to raise a
total of approximately GBP54.1 million of gross proceeds.
Accordingly, a total of 52,000,000 Placing Shares will be issued at
a price of 104.0 pence per share.
Application has been made for the Placing Shares to be admitted
to the premium listing segment of the Official List of the
Financial Conduct Authority and to trading on the Main Market of
the London Stock Exchange ("Admission"). It is expected that
Admission will become effective and dealings in the Placing Shares
will commence at 8.00 a.m. on 23 December 2019.
Following Admission, the number of ordinary shares that the
Company has in issue will be 320,374,508. The total number of
voting rights of the Company will be 320,374,508 and this figure
may be used by shareholders as the denominator for the calculations
by which they will determine if they are required to notify their
interest in, or a change to their interest in the Company.
The Placing Shares, when issued, will rank pari passu with the
existing Ordinary Shares including the right to receive all
dividends and other distributions declared, made or paid after the
date of issue.
Tony Roper, Chairman of SDCL Energy Efficiency Income Trust plc
said:
"We are delighted with the response from investors to our third
capital raise since our IPO a year ago. In light of the offer being
significantly oversubscribed we have upscaled our offer size to
GBP54.1 million. These funds will allow us to continue to execute
on our extensive pipeline of acquisition opportunities. This is a
very exciting time to be investing in energy efficiency, which
plays a key role in reducing carbon emissions, and we continue to
focus on ensuring we create value and deliver stable returns for
our shareholders."
Dealing codes
Ticker SEIT
ISIN for the Ordinary Shares GB00BGHVZM47
SEDOL for the Ordinary Shares BGHVZM4
For Further Information
Sustainable Development Capital T: +44 (0) 20 7287 7700
LLP
Jonathan Maxwell
Eugene Kinghorn
Keith Driver
Jefferies International Limited T: +44 (0) 20 7029 8000
Gary Gould
Tom Hovanessian
TB Cardew T: +44 (0) 20 7930 0777
Ed Orlebar M: +44 (0) 7738 724 630
Lucas Bramwell E: seeit@tbcardew.com
About the Company
SDCL Energy Efficiency Income Trust plc is the first listed
company of its kind to invest exclusively in the energy efficiency
sector. Examples of the projects in the portfolio include combined
cooling/heating and power plants, as well as energy efficiency
projects in the UK and the US. Since acquisition of its seed
portfolio at IPO, the Company has announced investment in a
diversified portfolio of energy efficiency assets, including a
portfolio of rooftop solar photovoltaic projects for Tesco in the
UK and a portfolio of cogeneration assets in north east United
States, which were identified as pipeline projects in its IPO
prospectus, as well as an additional investment in a portfolio of
energy efficiency loans in the United States and a portfolio of
cogeneration assets in Spain.
The Company aims to deliver shareholders value through its
investment in a diversified portfolio of energy efficiency projects
which are driven by the opportunity to deliver lower cost, cleaner
and more reliable energy solutions to end users of energy.
The Company is targeting an attractive total return for
shareholders of 7-8 per cent. per annum (net of fees and expenses
and by reference to the initial issue price of GBP1.00 per Ordinary
Share), with a stable dividend income, capital preservation and the
opportunity for capital growth.
Further information can be found on the Company's website at
www.sdcleeit.com.
Investment Manager
The Company's investment manager is Sustainable Development
Capital LLP ("SDCL"), an investment firm established in 2007, with
a proven track record of investment in energy efficiency and
decentralised generation projects in the UK, Continental Europe,
North America and Asia.
SDCL is headquartered in London and the group also operates
worldwide from offices in New York, Dublin and Singapore. SDCL is
authorised and regulated in the UK by the Financial Conduct
Authority.
DISCLAIMERS
This announcement is not an offer to sell or a solicitation of
any offer to buy the Shares in the Company in the United States,
Australia, Canada, New Zealand or the Republic of South Africa,
Japan, 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 US
Investment Company Act of 1940 (the "Investment Company Act") and,
as such, holders of the Shares will not be entitled to the benefits
of the Investment Company Act. No offer, sale, resale, pledge,
delivery, distribution or transfer of the 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.
This communication is only addressed to, and directed at,
persons in member states of the European Economic Area (other than
the United Kingdom) who are "qualified investors" within the
meaning of Article 2(e) of the Prospectus Regulation ("Qualified
Investors"). For the purposes of this provision, the expression
"Prospectus Regulation" means Regulation (EU) 2017/1129. In
addition, in the United Kingdom, this communication is being
distributed only to, and is directed only at, Qualified Investors:
(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.
This communication must not be acted on or relied on in any member
state of the European Economic Area other than the United Kingdom,
by persons who are not Qualified Investors.
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 proposed investment trust. 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 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 the document 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, SDCL, Jefferies
or any of their affiliates or by any of their respective officers,
employees or agents 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.
The document 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. The returns set out in this
document are targets only. There is no guarantee that any returns
set out in this document can be achieved or can be continued if
achieved, nor that the Company will make any distributions
whatsoever. 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.
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.
Each of the Company, SDCL, Jefferies and their affiliates and
their respective officers, employees and agents expressly disclaim
any and all liability which may be based on this announcement and
any errors therein or omissions therefrom.
No representation or warranty is given to the achievement or
reasonableness of future projections, management targets,
estimates, prospects or returns, if any. Any views contained herein
are based on financial, economic, market and other conditions
prevailing as at the date of this announcement. The information
contained in this announcement will not be updated.
This announcement does not constitute or form part of, and
should not be construed as, any offer or invitation or inducement
for sale, transfer or subscription of, or any solicitation of any
offer or invitation to buy or subscribe for or to underwrite, any
share in the Company or to engage in investment activity (as
defined by the Financial Services and Markets Act 2000) in any
jurisdiction nor shall it, or any part of it, or the fact of its
distribution form the basis of, or be relied on in connection with,
any contract or investment decision whatsoever, in any
jurisdiction. This announcement does not constitute a
recommendation regarding any securities.
Neither the United States Securities and Exchange Commission nor
any state securities commission has approved or disapproved of the
Company's Shares or passed upon or endorsed the merits of the
offering of the Company's Shares or the adequacy or accuracy of
this announcement.
Prospective investors should take note that the Company's Shares
may not be acquired by: (i) investors using assets of: (A) an
"employee benefit plan" as defined in Section 3(3) of US Employee
Retirement Income Security Act of 1974, as amended ("ERISA") that
is subject to Title I of ERISA; (B) a "plan" as defined in Section
4975 of the US Internal Revenue Code of 1986, as amended (the "US
Tax Code"), including an individual retirement account or other
arrangement that is subject to Section 4975 of the US Tax Code; or
(C) an entity which is deemed to hold the assets of any of the
foregoing types of plans, accounts or arrangements that is subject
to Title I of ERISA or Section 4975 of the US Tax Code; or (ii) a
governmental, church, non-US or other employee benefit plan that is
subject to any federal, state, local or non-US law that is
substantially similar to the provisions of Title I of ERISA or
Section 4975 of the US Tax Code.
Jefferies is authorised and regulated in the United Kingdom by
the Financial Conduct Authority. Jefferies is acting for the
Company and no one else in connection with the Placing, and will
not be responsible to anyone other than the Company for providing
the protections afforded to clients of Jefferies or for affording
advice in relation to any transaction or arrangement referred to in
this announcement. This announcement does not constitute any form
of financial opinion or recommendation on the part of Jefferies or
any of its affiliates and is not intended to be an offer, or the
solicitation of any offer, to buy or sell any securities.
In accordance with the Packaged Retail and Insurance-based
Investment Products Regulation (EU) No 1286/2014, the Key
Information Document relating to the Company is available to
investors at www.sdcleeit.com.
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 rns@lseg.com or visit www.rns.com.
END
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