THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
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 ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE INCLUDING IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR TO U.S. PERSONS.
This announcement is an advertisement and not a prospectus. Investors should not purchase or subscribe for any transferable securities referred to in this announcement except on the basis of information contained in the prospectus published by The Renewables Infrastructure Group Limited ("TRIG" or the "Company") in connection with the placing of New Ordinary Shares pursuant to the Company's share issuance programme announced on 27 April 2016 (the "Share Issuance Programme") and the admission of any New Ordinary Shares issued pursuant to the Placing to the premium segment of the Official List of the Financial Conduct Authority and to trading on London Stock Exchange plc's main market for listed securities. The prospectus published in connection with the Company's share issuance programme comprises the registration document, securities note and summary published by the Company on 27 April 2016, (as supplemented by the supplementary prospectus dated 18 August 2016) (the "Prospectus"). This announcement is not an offer to sell, or a solicitation of an offer to acquire, securities in the United States or in any other jurisdiction. Neither this announcement nor any part of it shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever.
14 September 2016
The Renewables Infrastructure Group Limited
Exclusivity Signed on a UK Onshore Wind Project and Proposed Placing
The Board of TRIG is pleased to announce that it has entered into an exclusivity agreement with a view to acquiring a 100% interest in a 22.5MW onshore wind project in Scotland from TRIG's Operations Manager, Renewable Energy Systems ("RES"), (the "Proposed Transaction"). The project, which is in an advanced stage of construction and is expected to be commissioned in the first quarter of 2017, is being made available to TRIG under its First Offer Agreement with RES. The Proposed Transaction would increase the aggregate net generating capacity of TRIG's portfolio to 708MW.
Issue of Equity
In light of the existing drawings under TRIG's Acquisition Facility, the Board announces that it proposes to raise £25 million through an issue of New Ordinary Shares by way of a placing pursuant to its Share Issuance Programme (launched in May 2016) (the "Placing"). Given that the Company has entered into an exclusivity agreement with RES in respect of the Proposed Transaction, as a result of which it is anticipated that the Company will shortly have additional funding requirements, and having regard to the pipeline of attractive investment opportunities which the Investment Manager is currently evaluating for the Company, the Directors reserve the right to increase the size of the Placing in the event of material excess demand for the New Ordinary Shares.
The Placing will be made to qualifying investors* through Canaccord Genuity Limited and Liberum Capital Limited (the "Joint Bookrunners") subject to the Terms and Conditions of the Placing set out in Appendix 1 of the Securities Note of the Prospectus. The net proceeds of the Placing will be applied to pay down amounts drawn under the Acquisition Facility (and to fund the Proposed Transaction and further pipeline assets as applicable).
*As defined in section 86(7) of the Financial Services and Markets Act 2000 (as amended).
Details of the Placing
The Placing will be non-pre-emptive and will be undertaken by way of bookbuilding process in order to determine the level of demand from potential investors for participation in the Placing.
The New Ordinary Shares are not being offered at a fixed price. To bid in the bookbuild, investors should communicate their bid (or bids) by telephone to their usual sales contact at either of the Joint Bookrunners. Each bid should state the number of New Ordinary Shares for which the prospective investor wishes to subscribe and the price or price range that the prospective investor is offering to pay; any bid price must be for a full pence or half pence amount.
The number of New Ordinary Shares to be issued and the Issue Price per New Ordinary Share (the "Strike Price") will be agreed between the Joint Bookrunners, the Company and the Investment Manager following close of the bookbuild at midday on Friday, 23 September 2016 and will be announced shortly thereafter. For the avoidance of doubt, the Strike Price will be at a premium to the Company's Net Asset Value per Share, at least sufficient to cover the costs and expenses of the Placing.
The bookbuild is expected to close at midday (London time) on Friday, 23 September 2016 but may be closed earlier or later at the discretion of the Company and the Joint Bookrunners. The Joint Bookrunners may, with the consent of the Company, accept bids that are received after the bookbuild has closed.
Subject to the above, the Joint Bookrunners may choose to accept bids, either in whole or in part, on the basis of allocations determined in agreement with the Company and the Investment Manager, and may scale down any bids for this purpose on such basis as the Company and the Joint Bookrunners may determine. The Joint Bookrunners 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 a bid after that time, and (ii) allocate New Ordinary Shares after the bookbuild has closed to any person submitting a bid after that time. The Company reserves the right to reduce the amount to be raised pursuant to the Placing.
Application for Admission
Application will be made to the Financial Conduct Authority for admission of the New Ordinary Shares to the premium segment of the Official List and to London Stock Exchange plc for admission to trading of the New Ordinary Shares on its main market for listed securities (together, "Admission"). It is expected that Admission will become effective on or around Tuesday, 27 September 2016 and that dealings in the New Ordinary Shares on the London Stock Exchange's Main Market for listed securities will commence at that time.
The New Ordinary Shares will, when issued, rank pari passu with the existing Ordinary Shares.
Wednesday, 14 September, 2016
Latest time and date for receipt of bids in the bookbuild
Midday, Friday, 23 September, 2016
Announcement of the Strike Price and Results of the Placing
Friday, 23 September, 2016
Admission and settlement of the Placing
Tuesday, 27 September, 2016
Capitalised terms not otherwise defined in this announcement shall have the meaning set out in the Prospectus as defined above.
InfraRed Capital Partners Limited +44 (0) 20 7484 1800
Canaccord Genuity Limited +44 (0) 20 7523 8360
Liberum Capital Limited +44 (0) 20 3100 2000
Tulchan Communications +44 (0) 20 7353 4200
This document is not for release, publication or distribution (directly or indirectly) in or into the United States, Canada, Australia, Japan, the Republic of South Africa or to any "US person" as defined in Regulation S under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or into any other jurisdiction where applicable laws prohibit its release, distribution or publication. It does not constitute an offer of securities for sale anywhere in the world, including in or into the United States, Canada, Australia, Japan or the Republic of South Africa. No recipient may distribute, or make available, this document (directly or indirectly) to any other person. Recipients of this document in jurisdictions outside the UK should inform themselves about and observe any applicable legal requirements in their jurisdictions. In particular, the distribution of this document may in certain jurisdictions be restricted by law.
The Ordinary Shares and the New Ordinary Shares have not been and will not be registered under the U.S. Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and, subject to certain exceptions, may not be offered or sold within the United States or to, or for the account or benefit of, U.S. Persons. The Company will not be registered as an "investment company" under the U.S. Investment Company Act of 1940, as amended, and investors will not be entitled to the benefits of that Act. In addition, relevant clearances have not been, and will not be, obtained from the securities commission (or equivalent) of any province of Australia, Canada, Japan or the Republic of South Africa and, accordingly, unless an exemption under any relevant legislation or regulations is applicable, none of the Ordinary Shares or the New Ordinary Shares may be offered, sold, renounced, transferred or delivered, directly or indirectly, in Australia, Canada, Japan or the Republic of South Africa.
Each of InfraRed Capital Partners Limited ("InfraRed"), Canaccord Genuity Limited ("Canaccord Genuity") and Liberum Capital Limited ("Liberum") is authorised and regulated by the UK Financial Conduct Authority. None of InfraRed, Canaccord Genuity or Liberum is acting as adviser to any recipient of this document or will be responsible to any recipient of the document for providing the protections afforded to clients of any of them or for providing advice in connection with this document or any of the matters referred to herein.
This document is an announcement and not a prospectus and investors must only subscribe for or purchase the securities referred to in this document on the basis of information contained in the Prospectus (as defined above) published in connection with the Company's Share Issuance Programme and not in reliance on this document. This document 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 document does not constitute and may not be construed as an offer to sell, or an invitation to purchase, investments of any description, nor as a recommendation regarding the possible offering or the provision of investment advice by any party.
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