TIDMTRIG
RNS Number : 2480U
Renewables Infrastructure Grp (The)
28 March 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
28 March 2019
The Renewables Infrastructure Group Limited ("TRIG" or the
"Company")
Result of Initial Issue, Refinancing of an Onshore Wind
Portfolio and Use of Proceeds
Result of Initial Placing, Open Offer, Offer for Subscription
and Intermediaries Offer
The Board of The Renewables Infrastructure Group Limited is
pleased to announce that the fundraising undertaken pursuant to the
Initial Placing, Initial Open Offer, Initial Offer for Subscription
and Intermediaries Offer announced on 7 March 2019 has been
successfully completed.
The Initial Issue was heavily oversubscribed, with applications
totalling nearly three times the 150 million New Ordinary Shares
initially available thereunder. The Company has an active pipeline
of investment opportunities, some of which are at an advanced stage
and expected to reach completion in the near term, as well as
Outstanding Commitments in respect of the Erstrask and Solwaybank
wind farms amounting to GBP158 million. Accordingly, the Board, in
consultation with InfraRed Capital Partners Limited (the
"Investment Manager"), RES (the "Operations Manager") and the Joint
Bookrunners, has agreed to increase the number of New Ordinary
Shares available under the Initial Issue to 265 million, raising
gross proceeds of GBP302.1 million. Notwithstanding the upsizing of
the Initial Issue, the Company has had to scale back applications
materially.
Of the 265,000,000 New Ordinary Shares to be issued by the
Company, 129,739,922 New Ordinary Shares will be issued pursuant to
the Initial Open Offer (including 33,632,527 under the Excess
Application Facility), 18,789,229 New Ordinary Shares will be
issued pursuant to the Initial Offer for Subscription and the
Intermediaries Offer and 116,470,849 New Ordinary Shares will be
issued pursuant to the Initial Placing. In accordance with the
terms and conditions of the Issue, all applications made pursuant
to Initial Open Offer entitlements will be met in full.
Canaccord Genuity and Liberum acted as joint bookrunners in
relation to the Initial Issue.
Application for Admission
Application has been made for 265 million 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 1 April 2019.
Total Voting Rights
On Admission, the Company's issued share capital will consist of
1,444,961,346 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:
"The Board would like to thank TRIG's existing shareholders and
new investors for their support in the Company's fundraising. Such
significant oversubscription for this initial issue under the share
issuance programme is testament not only to TRIG's demonstrable
track record in delivering long-term, sustainable income but also
to TRIG's commitment to decarbonisation.
This equity issue enables us to capitalise on our exciting
near-term investment pipeline and continue to deliver sustainable
value to our shareholders."
Refinancing of an Onshore Wind Portfolio
The refinancing of the six co-owned Scottish wind farms: Crystal
Rig 1, Rothes 1, Paul's Hill, Crystal Rig 2, Rothes 2 and Mid Hill,
has completed. Approximately GBP60 million will be repaid to TRIG
as a result of refinancing these wind farms.
Consistent with TRIG's approach to other term project finance
debt, the new debt will be repaid over each asset's subsidy period.
The debt is committed for its full duration with no refinancing
risk and the interest is predominantly fixed via swaps, thereby
limiting exposure to increasing interest rates.
The Investment Manager estimates that, as at 30 June 2019, the
project-level gearing will be c.34% of enterprise value, based on
the current portfolio and following the above refinancing.
Use of Proceeds
Following TRIG's initial investment in Ersträsk, its investment
in Jädrass and a drawdown for a transaction that the Company
expects to close shortly, the Company's Revolving Acquisition
Facility is currently drawn EUR287 million (GBP247 million).
The net proceeds of the Initial Issue, and the proceeds from the
refinancing, will be applied to repay amounts drawn under the
Revolving Acquisition Facility and applied towards the Company's
pipeline of investment opportunities (including Outstanding
Commitments).
Capitalised terms not otherwise defined in this announcement
shall have the meaning set out in the Prospectus.
LEI: 213800N06Q7Q7HMOMT20
For further information, please contact:
Enquiries
InfraRed Capital Partners Limited +44 (0) 20 7484 1800
Richard Crawford
Phil George
Canaccord Genuity Limited +44 (0) 20 7523 8000
Lucy Lewis
Andrew Zychowski
Denis Flanagan
Liberum Capital Limited +44 (0) 20 3100 2000
Chris Clarke
Gillian Martin
Louis Davies
Tulchan Communications +44 (0) 20 7353 4200
Martin Pengelley
Notes
The Company
The Renewables Infrastructure Group ("TRIG" or the "Company") is
a leading London-listed renewable energy infrastructure investment
company. The Company seeks to provide shareholders with an
attractive long-term, income-based return with a positive
correlation to inflation by focusing on strong cash generation
across a diversified portfolio of predominantly operating projects.
TRIG is targeting an aggregate dividend of 6.64 pence per Ordinary
Share for the year to 31 December 2019.
TRIG is invested in a portfolio of 63 wind and solar PV
generation projects and a battery storage project in the UK,
France, the Republic of Ireland and Sweden with an aggregate net
generating capacity in excess of 1,323MW. TRIG is seeking further
suitable investment opportunities which fit its stated Investment
Policy.
Further details can be found on TRIG's website at
www.trig-ltd.com.
Investment Manager
TRIG's Investment Manager is InfraRed Capital Partners Limited
("InfraRed") which has successfully invested in over 200
infrastructure projects since 1997. InfraRed is a leading
international investment manager focused on infrastructure and real
estate. It operates worldwide from offices in London, Hong Kong,
New York, Seoul and Sydney. With over 150 professionals it manages
in excess of USD 12 billion of equity capital in multiple private
and listed funds, primarily for institutional investors across the
globe. InfraRed is authorised and regulated by the Financial
Conduct Authority.
The infrastructure investment team at InfraRed consists of over
80 investment professionals, all with an infrastructure investment
background and a broad range of relevant skills, including private
equity, structured finance, construction, renewable energy and
facilities management.
InfraRed implements best-in-class practices to underpin asset
management and investment decisions, promotes ethical behaviour and
has established community engagement initiatives to support good
causes in the wider community. InfraRed is a signatory of the
Principles of Responsible Investment.
Further details can be found on InfraRed's website at
www.ircp.com.
Operations Manager
TRIG's Operations Manager is RES (Renewable Energy Systems
Limited), the world's largest independent renewable energy
company.
RES has been at the forefront of wind energy development for
over 35 years, with the expertise to develop, engineer, construct,
finance and operate projects around the globe. RES has developed or
constructed onshore and offshore wind, solar, energy storage and
transmission projects totalling more than 16GW in capacity. RES'
operational asset portfolio exceeds 3.5GW worldwide for a large
client base. Headquartered in Hertfordshire, UK, RES is active in
10 countries and has over 2,000 employees engaged in renewables
globally.
RES is an expert at optimising energy yields, with a strong
focus on safety and sustainability. Further details can be found on
the website at www.res-group.com.
Important Information
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 of 1933, as amended
(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. Persons receiving this Announcement are
required to inform themselves about and to observe any such
restrictions.
Canaccord Genuity Limited, which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority, is acting
for the Company and for no one else in connection with the Issue
and will not be responsible to anyone other than the Company for
providing the protections afforded to its clients or for providing
advice in relation to the Issue, or any other matters referred to
herein.
Liberum Capital Limited, which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority, is acting
for the Company and for no one else in connection with the Issue
and will not be responsible to anyone other than the Company for
providing the protections afforded to its clients or for providing
advice in relation to the Issue, or any other matters referred to
herein
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 Company's Shares have been subject to a
product approval process, which has determined that such 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 Shares may decline and investors
could lose all or part of their investment; the Shares offer no
guaranteed income and no capital protection; and an investment in
the 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 Share Issuance
Programme (including the Initial Issue). Furthermore, it is noted
that, notwithstanding the Target Market Assessment, the Joint
Bookrunners will only contact prospective investors through the
Initial Placing or any subsequent placing 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 Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the 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 rns@lseg.com or visit www.rns.com.
END
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