Result of Equity Raise

RNS Number : 8774P

Downing Renewables & Infrastructure

23 June 2022

 

23 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 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.

Downing Renewables & Infrastructure Trust plc

("DORE" or the "Company")

Result of Equity Raise

Further to the announcement made by the Company on 7 June 2022, the Board of Downing Renewables & Infrastructure Trust (LSE: DORE) is pleased to announce that the Company has raised gross proceeds of c.£52.9 million. The Company received applications in respect of 47,614,000  Ordinary Shares at a price of 111 pence per Ordinary Share , exceeding the target size of the Initial Issue.

The Initial Issue is conditional, inter alia, on the Issue Resolutions being passed at the General Meeting and admission of the new Ordinary Shares to the Official List and to trading on the London Stock Exchange. A further announcement will be made following the General Meeting .

Hugh Little, Chair of DORE, commented: "We are delighted to have exceeded our target and raised c.£52.9 million, particularly given the challenging capital markets backdrop. These proceeds will be used to repay the revolving credit facility and to invest in an attractive pipeline of near term opportunities, which are intended to further diversify our portfolio. This fundraise represents c. 35% of the Company's Ordinary Share capital immediately prior to the Initial Issue and as a result, our market cap will exceed £200 million. We would like to thank our shareholders, both existing and new, for their support and look forward to updating on progress in the coming months as we seek to deliver further value for them."

Unless otherwise defined, the terms used in this announcement shall have the same meaning as set out in the prospectus of the Company dated 7 June 2022.

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, William Gumpel (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 Lucas Bramwell	[phone] [phone]  [phone] [phone] [e-mail]

About Downing Renewables & Infrastructure Trust plc

DORE is a closed-end investment trust that aims to provide investors with an attractive and sustainable level of income, with an element of capital growth, by investing in a diversified portfolio of renewable energy and infrastructure assets in the UK and Northern Europe. DORE has been awarded the London Stock Exchange's Green Economy Mark in recognition of its contribution to the global 'Green Economy'.

The Board classifies DORE as a sustainable fund with a core objective of accelerating the transition to net zero through its investments, compiling and operating a diversified portfolio of renewable energy and infrastructure assets to help facilitate the transition to a more sustainable future. The Company believes that this directly contributes to climate change mitigation.

DORE's strategy, which focuses on diversification by geography, technology, revenue and project stage, is designed to increase the stability of revenues and the consistency of income to shareholders. For further details please visit   www.doretrust.com .  

LEI: 2138004JHBJ7RHDYDR62

About Downing LLP

Downing LLP is a London-based investment management firm. It has over 25,000 investors and currently manages c.£1.7 billion of equity invested into businesses across a range of sectors, from renewable energy, care homes, health clubs, and children's nurseries, to technology and sports nutrition. Downing has a demonstrable track record in renewables, having made more than 176 investments into solar parks, wind farms and hydroelectric plants since 2010.

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 may, subject to certain access restrictions, be obtained from the registered office of the Company and at 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, unless previously published by means of an RIS announcement, 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 ("EU MiFID") 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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