Publication of Prospectus and Circular

RNS Number : 0465O

Downing Renewables & Infrastructure

07 June 2022

 

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY EEA STATE (OTHER THAN ANY MEMBER STATE OF THE EEA WHERE THE COMPANY'S SECURITIES MAY BE LEGALLY MARKETED) OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION. PLEASE SEE THE SECTION ENTITLED "DISCLAIMER" TOWARDS THE END OF THIS ANNOUNCEMENT.

This announcement is an advertisement for the purposes of the Prospectus Regulation Rules of the UK Financial Conduct Authority (the "FCA") and does not constitute a prospectus. Investors should not subscribe for or purchase any shares referred to in this announcement except on the basis of information contained in the tripartite prospectus (comprising a summary, a registration document and a securities note) published by Downing Renewables & Infrastructure Trust plc (the "Prospectus") today and not in reliance on this announcement. Approval of the Prospectus by the FCA should not be understood as an endorsement of the securities that are the subject of the Prospectus. Potential investors should read the Prospectus and in particular the risk factors set out therein before making an investment decision in order to fully understand the potential risks and rewards associated with the decision to invest in the Company's securities. This announcement does not constitute, and may not be construed as, an offer to sell or an invitation or recommendation to purchase, sell or subscribe for any securities or investments of any description, or a recommendation regarding the issue or the provision of investment advice by any party. Copies of the Prospectus, subject to certain access restrictions, will be available shortly for viewing at the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on the Company's website (https://www.doretrust.com).

7 June 2022

Downing Renewables & Infrastructure Trust plc 

("DORE" or the "Company")

Publication of Prospectus and Circular (containing Notice of General Meeting)

Further to the announcement made by the Company earlier today regarding a proposed fundraise targeting gross proceeds of approximately £50 million, the Company has today published a prospectus (the "Prospectus") in connection with the launch of an Initial Placing, Open Offer, Initial Offer for Subscription and Initial Intermediaries Offer of new Ordinary Shares in the capital of the Company (the "Initial Issue"), together with the implementation of a share issuance programme of new Ordinary Shares (the "Share Issuance Programme").

The Company has also today published a circular containing a Notice of General Meeting convening the General Meeting in connection with the proposals as described therein to be held on 23 June 2022 (the "Circular").

The Prospectus and Circular will shortly be available, subject to certain access restrictions, for viewing on the Company's website at www.doretrust.com and on the National Storage Mechanism at https://www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storage-mechanism .

Capitalised terms used but not defined in this announcement shall have the meanings set out in the Prospectus.

Expected Timetable for the Initial Issue

	2022
Record Date for entitlements under the Open Offer	close of business on 1 June
Initial Issue opens, posting to Shareholders of the Circular, the Prospectus and Open Offer Application Form	7 June
Ex entitlement date for the Open Offer	8.00 a.m. on   7 June
Open Offer Entitlements and Excess CREST Open Offer Entitlements enabled in CREST and credited to stock accounts of Qualifying CREST Shareholders	as soon as possible on   8 June
Recommended latest time and date for requesting withdrawal of Open Offer Entitlements and Excess CREST Open Offer Entitlements from CREST	4.30 p.m. on   15 June
Recommended latest time and date for depositing Open Offer Entitlements and Excess CREST Open Offer Entitlements into CREST	3.00 p.m. on   16 June
Recommended latest time and date for splitting Open Offer Application Forms (to satisfy bona fide market claims only)	3.00 p.m. on   17 June
Latest time and date for receipt of completed Open Offer Application Forms and payment in full under the Open Offer or settlement of relevant CREST instructions	11.00 a.m. on   21 June
Latest time and date for receipt of proxy appointments in respect of the General Meeting	12.00 p.m. on   21 June
Latest time and date for receipt of completed applications from the   Intermediaries in respect of the Initial Intermediaries Offer	1.00 p.m. on 21 June
Latest time and date for receipt of completed Application Forms in   respect of the Initial Offer for Subscription and, if applicable, Tax Residency Self-Certification Forms, and payment in full under the Initial Offer for Subscription	1.00 p.m. on 22 June
Latest time and date for commitments under the Initial Placing	1.00 p.m. on 22 June
General Meeting	12.00 p.m. on 23 June
Announcement of the results of the General Meeting through an RIS	23 June
Announcement of the results of the Initial Issue	24 June
Initial Admission and dealings in the Ordinary Shares issued pursuant to   the Initial Issue commence	8.00 a.m. on 27 June
Crediting of CREST stock accounts in respect of the Ordinary Shares issued pursuant to the Initial Issue	as soon as practicable after 8.00 a.m. on 27 June
Share certificates despatched (where applicable)	week commencing 4 July (or as soon as possible thereafter)

Contact details:

Downing LLP - Investment Manager to the Company Tom Williams	[phone]
Singer Capital Markets   - Sponsor, Financial Adviser and Joint Bookrunner to the Company Robert Peel, Alaina Wong, Asha Chotai (Investment Banking) Sam Greatrex, Alan Geeves, James Waterlow, Paul Glover (Sales)	[phone]
Winterflood Securities Limited - Joint Bookrunner to the Company Neil Morgan, Verity Wilson (Corporate Finance) Darren Willis, Andrew Marshall (Sales)	[phone]
TB Cardew - Public relations advisor to the Company Ed Orlebar Tania Wild	[phone] [e-mail] [phone]  [phone]

Disclaimer

This announcement is an advertisement and does not constitute a prospectus and investors must subscribe for or purchase any shares referred to in this announcement only on the basis of information contained in the Prospectus published by the Company and not in reliance on this announcement. Copies of the Prospectus and the Circular may, subject to certain access restrictions, be obtained from the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on the Company's website, https://www.doretrust.com. 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 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 does not constitute, and may not be construed as, an offer to sell or an invitation to purchase investments of any description or a recommendation regarding the issue or the provision of investment advice by any party. No information set out in this announcement is intended to form the basis of any contract of sale, investment decision or any decision to purchase shares in the Company. Approval of the Prospectus by the FCA should not be understood as an endorsement of the securities that are the subject of the Prospectus. Potential investors are recommended to read the Prospectus before making an investment decision in order to fully understand the potential risks and rewards associated with a decision to invest in the Company's securities.

The Ordinary Shares have not been and will not be registered under the U.S. 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 the Ordinary Shares may not be offered or sold in the United States or to, or for the account or benefit of, U.S. Persons (as defined in Regulation S under the U.S. Securities Act ("Regulation S")) absent registration or an exemption from registration under the U.S. Securities Act. Moreover, the Ordinary Shares have not been, nor will they be, registered under the applicable securities laws of Australia, Canada, the Republic of South Africa, Japan or any member state of the EEA (other than any member state of the EEA where the Ordinary Shares are lawfully marketed). Further, the Company is not, and will not be, registered under the US Investment Company Act of 1940, as amended. The Ordinary Shares of the Company will be offered and sold outside of the United States to non-U.S. Persons in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Regulation S. Subject to certain exceptions, the Ordinary Shares may not be offered or sold in the United States, Australia, Canada, the Republic of South Africa, Japan or any member state of the EEA (other than any member state of the EEA, where the Ordinary Shares are lawfully marketed) or to, or for the account or benefit of, any national, resident or citizen of, the United States, Australia, Canada, the Republic of South Africa, Japan or any member state of the EEA (other than to professional investors in certain EEA member states where the Ordinary Shares may be lawfully marketed). The Initial Issue, the Share Issuance Programme and the distribution of this announcement, in certain jurisdictions may be restricted by law and accordingly persons into whose possession this announcement is received are required to inform themselves about and to observe such restrictions.

The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

Each of Singer Capital Markets Advisory LLP ("Singer Advisory"), Singer Capital Markets Limited ("Singer Capital Markets") and Winterflood Securities Limited ("Winterflood"), is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company and for no-one else and will not regard any other person (whether or not a recipient of this announcement, the Circular or the Prospectus) as its client in relation to the Initial Issue, the Share Issuance Programme and the other arrangements referred to in the Prospectus or the Circular and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in connection with the Initial Issue, the Share Issuance Programme, any Admission, the contents of the Prospectus or the Circular, or any transaction or arrangement referred to in this announcement, the Prospectus or the Circular.

The value of Ordinary Shares and the income from them is not guaranteed and can fall as well as rise due to stock market and currency movements.  When you sell your investment you may get back less than you originally invested. Figures refer to past performance and past performance is not a reliable indicator of future results. Returns may increase or decrease as a result of currency fluctuations.

Information to Distributors

Solely for the purposes of the product governance requirements contained within: (a) Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Directive 2002/92/EC and Directive 2011/61/EU ("EUMiFID") and Regulation (EU) No 600/2014 of the European Parliament and the Council of 15 May 2014 on markets in financial instruments and amending Regulation (EU) Management Engagement Committee No 648/2012 (together with EU MiFID, "EU MiFID II"), as amended from time to time; (b) the UK's implementation of EU MiFID II, as amended ("UK MiFID II"); (c) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing EU MiFID II; and (d) the UK's implementation of Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing UK MiFID II, and in particular Chapter 3 of the Product Intervention and Product Governance Sourcebook of the FCA (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 Ordinary Shares have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in EU MiFID II or UK MiFID II (as applicable); and (ii) eligible for distribution through all distribution channels as are permitted by EU MiFID II or UK MiFID II (the "Target Market Assessment").

Notwithstanding the Target Market Assessment, distributors (such term to have the same meaning as in the MiFID II Product Governance Requirements) should note that: the price of the Ordinary Shares may decline and investors could lose all or part of their investment; the Ordinary Shares offer no guaranteed income or capital protection; and an investment in the 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 risks 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 Initial Issue and/or the Share Issuance Programme. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Bookrunners will only procure investors (pursuant to the Initial Placing and/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 EU MiFID II or UK 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 Ordinary Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Ordinary Shares and determining appropriate distribution channels.

 

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