TIDMTRIG
RNS Number : 6985O
Renewables Infrastructure Grp (The)
03 October 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
3 October 2019
The Renewables Infrastructure Group Limited ("TRIG" or the
"Company")
Result of Issue
Further to the announcement of 27 September 2019, the Board of
The Renewables Infrastructure Group Limited is pleased to announce
that the Company has successfully completed the fundraising,
raising gross proceeds of GBP227.6m.
The Issue was heavily oversubscribed. Accordingly, the Company
has had to scale back applications materially. The Company will
issue 185m New Ordinary Shares, being the balance remaining
available under the Company's Share Issuance Programme which was
put in place on 7 March 2019.
Investec Bank plc (Investec) and Liberum Capital Limited
(Liberum) acted as joint bookrunners in relation to the Issue.
Use of Proceeds
The Company currently has drawings of approximately GBP80m under
its revolving acquisition facility with Royal Bank of Scotland plc,
National Australia Bank Limited and ING Bank N.V (the Revolving
Acquisition Facility). In addition, the Company has a strong
pipeline of potential investment opportunities: further attractive
onshore and offshore investment opportunities are currently under
consideration for the Company's portfolio in the UK as well as in
France and Germany, some of which are at an advanced stage of
negotiation and are expected to complete in the near term. The
Company also has investment commitments of approximately GBP140m to
complete construction of the Erstrask and Solwaybank wind farms due
during 2020.
The net proceeds of the Issue will be applied in repaying
amounts drawn under the Revolving Acquisition Facility and the
acquisition of further investments.
The New Ordinary Shares issued pursuant to the Issue will be
issued on the terms and conditions set out in Appendix 1 (Terms and
Conditions of the Initial Placing and each Placing Only Issue) to
the securities note dated 7 March 2019 which forms part of the SIP
Prospectus but as if any references therein to Canaccord Genuity
were to Investec.
The Issue is a Placing Only Issue for the purposes of the Share
Issue Programme and has been made pursuant to the Share Issuance
Programme prospectus comprising the summary, registration document
and securities note published on 7 March 2019, as supplemented by a
first supplementary prospectus dated 7 August 2019 in respect of
publication of the Company's Interim Report for the six months
ended 30 June 2019 and also by the supplementary prospectus
published on 27 September 2019 in respect of the proposed change to
the Company's investment policy (the Second Supplementary
Prospectus, and together with the summary, registration document,
securities note and the first supplementary prospectus, the SIP
Prospectus).
Application for Admission
Application has been made for 185m 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 7 October 2019. Upon Admission of the
Shares issued pursuant to the Issue the Share Issuance Programme
will close.
Total Voting Rights
On Admission, the Company's issued share capital will consist of
1,633,693,031 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:
"My Board and I would like to thank our existing and new
shareholders for their support in this fund raising. The
significant oversubscription of the placing, which follows a
similarly successful issue in March, demonstrates ongoing support
for our strategy and for the Company's purpose to generate
sustainable returns from a diversified portfolio of renewables
infrastructure that contributes towards a zero-carbon future."
Capitalised terms not otherwise defined in this announcement
shall have the meaning set out in the SIP Prospectus.
LEI: 213800N06Q7Q7HMOMT20
For further information, please contact:
Enquiries
InfraRed Capital Partners Limited +44 (0) 20 7484 1800
Richard Crawford
Phil George
Investec Bank plc +44 (0) 20 7597 4000
Lucy Lewis
Denis Flanagan
Tom Skinner
Liberum Capital Limited +44 (0) 20 3100 2000
Chris Clarke
Gillian Martin
Louis Davies
Tulchan Communications +44 (0) 20 7353 4200
Martin Pengelley
Notes
At TRIG, our purpose is to generate sustainable returns for
shareholders from a diversified portfolio of renewables
infrastructure that contribute towards a zero-carbon future. The
Company is a leading investor in renewables infrastructure, owning
over 1.5GW of generating capacity in wind, solar and energy storage
infrastructure in the UK, France, Ireland, Sweden and Germany, with
a portfolio value in excess of GBP1.7bn.
The Company aims to provide its investors with long-term, stable
dividends and to retain the portfolio's capital through
re-investment of surplus cash flows after payment of dividends.
TRIG has declared over GBP300m in dividends since its IPO in 2013.
Total shareholder return during this period, measured on dividends
paid plus increase in net asset value, has been in excess of 8% on
an annualised basis.
The Company is jointly Managed by the Investment Manager,
InfraRed Capital Partners, and the Operations Manager, Renewable
Energy Systems. Both Managers are industry leading organisations
with a combined track record of 62 years of expertise in
infrastructure investment and operations. The Managers are overseen
by an independent board of Non-executive directors, providing
scrutiny over the Company's strategy, operations and investment
decisions.
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.
This Announcement does not constitute an offer to sell or issue
or a solicitation of an offer to buy or subscribe for New Ordinary
Shares in any jurisdiction including, without limitation, the
United States, Australia, Canada, Japan or South Africa or any
other jurisdiction in which such offer or solicitation is or may be
unlawful (an Excluded Territory). This Announcement and the
information contained therein are not for publication or
distribution, directly or indirectly, to persons in an Excluded
Territory unless permitted pursuant to an exemption under the
relevant local law or regulation in any such jurisdiction.
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
client 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 such New Ordinary 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 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 will only contact prospective investors through the
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.
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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