Publication of Circular

RNS Number : 0453W

Renewables Infrastructure Grp (The)

04 November 2014

 

4 November 2014

The Renewables Infrastructure Group Limited

Publication of Circular

Further to the statement made by The Renewables Infrastructure Group Limited (the "Company") on 21 October 2014 as part of the Company's Interim Management Statement, the Board of Directors is pleased to announce that it intends to proceed with a Share Issuance Programme in respect of up to 250 million New Shares.  The Company has today published a circular to shareholders (the "Circular") which will be posted to shareholders shortly, as well as being made available on the Company's website (www.trig-ltd.com).

The Share Issuance Programme is conditional on the approval of Shareholders of the Disapplication Resolution to be put to the Extraordinary General Meeting, which has been convened for 10.00 a.m. on 24 November 2014.

Unless otherwise defined, capitalised words and phrases in this Announcement shall have the meaning given to them in the Circular.

Background to and reasons for the Share Issuance Programme

Since its launch in July 2013, the Company has achieved the following key milestones:

• TRIG has invested in a diverse portfolio of 27 wholly-owned renewable energy infrastructure projects in its target markets of onshore wind and solar PV in the UK, France and the Republic of Ireland with approximately 398 MW of aggregate generating capacity - the largest among any London-listed investment company;

• TRIG has raised approximately £115 million of new equity through an issue of C Shares and through tap issues of Ordinary Shares, and has also secured a revolving acquisition facility of £80 million provided by two major banking groups which has been utilised for a number of acquisitions during 2014 (the "Acquisition Facility");

• Based on robust operating and financial performance in line with expectations, TRIG has delivered its target dividend of 5.5p per share for the period from IPO to 30 June 2014 and is on target to pay a dividend of 3.08p for the six months to 31 December 2014; and

• TRIG's shares have performed steadily in the market and have traded at a premium to NAV for over six months.          

Successful investing in the renewable energy sector will require continued discipline in the approach to acquisitions. This may include accessing larger-scale portfolios available in the market from time to time, as well as optimising financing structures and, potentially, considering entry into broader geographies and/or technologies within the scope of the Company's investment policy. 

The Company is currently in advanced discussions on investment opportunities amounting to approximately £50 million in value.  As a result of this, it is expected that a substantial portion of the Acquisition Facility will be utilised in the near term.  In addition, the Company is evaluating a range of opportunities in both onshore wind and solar PV with an estimated value of over £200 million.

The Company stands to benefit from the enhanced flexibility to issue equity capital quickly and efficiently under a Share Issuance Programme. In addition to allowing the Company to pay down its Acquisition Facility, the Share Issuance Programme will be particularly effective when the Company may seek to buy larger scale portfolios available in the market from time to time, reducing funding risk as perceived by vendors and strengthening the Company's competitive position.

Accordingly the Board has decided to seek Shareholder approval to issue up to 250 million New Shares pursuant to the Share Issuance Programme.  The proceeds of the Share Issuance Programme, which it is proposed would be raised in tranches, would be applied to pay down balances outstanding under the Acquisition Facility and to make further investments in accordance with the Company's investment policy.  It is possible, however,  that the Company may also undertake project level refinancing of assets in its portfolio which are currently ungeared and use the cash generated by doing so to repay the Acquisition Facility and/or to fund the acquisition of further investments rather than issuing New Shares under the Share Issuance Programme.

Each Issue will comprise a placing of New Shares by the Joint Bookrunners and may, at the discretion of the Directors, in consultation with the Joint Bookrunners, also include a pre-emptive open offer component and/ or a non-pre-emptive offer for subscription component.

All New Ordinary Shares issued pursuant to the Share Issuance Programme on a non-pre-emptive basis will be issued at a premium to the prevailing Net Asset Value per Ordinary Share which will be at least sufficient to cover the costs and expenses of the relevant Issue.

The issue price of any C Shares issued pursuant to the Share Issuance Programme will be £1.00 per C Share. C Shares will convert into Ordinary Shares on the occurrence of specified events or at specified times and conversion will take place on a Net Asset Value for Net Asset Value basis. The costs and expenses of any issue of C Shares and any other costs and expenses which the Directors believe are attributable to the C Shares will be paid out of the pool of assets attributable to the C Shares and accordingly will not dilute the Net Asset Value of the Ordinary Shares.

The Prospectus in relation to the Share Issuance Programme is expected to be published by the end of November 2014.

Expected timetable

	2014
Latest time and date for receipt of Forms of Proxy	10.00 a.m. on 20 November
Extraordinary General Meeting	10.00 a.m. on 24 November
Expected date of publication of the Prospectus and commencement of the Share Issuance Programme	by the end of November 2014

The publication of the Prospectus and the date on which the Share Issuance Programme commences may be subject to change

Ends

Enquiries

InfraRed Capital Partners Limited                              [phone]

Richard Crawford

Matt Dimond

Tulchan Communications                                           [phone]

Martha Walsh

Camilla Cunningham

Canaccord Genuity Limited                                         [phone]

Andrew Zychowski

David Yovichic

Jefferies International Limited                                    [phone]

Gary Gould

Stuart Klein

NOTES TO EDITORS:

The Renewables Infrastructure Group Limited ("TRIG")

TRIG is a leading renewable energy infrastructure company delivering long-term, stable dividends from a diversified portfolio of onshore wind and solar photovoltaic projects in the UK and Northern Europe. The Company is seeking to provide investors with long-term, stable dividends, while preserving the capital value of its investment portfolio through re-investment of surplus cash flows after payment of dividends. TRIG is targeting an initial annualised dividend of 6.16 pence per Ordinary Share in aggregate for the 12 months to 30 June 2015 and aims to increase this dividend progressively in line with inflation over the medium term.

TRIG currently owns a portfolio of 27 wholly-owned assets in the UK, France and the Republic of Ireland.  Of these, 11 are solar PV parks and 16 are onshore wind farms. The Group is progressing 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"). InfraRed is an independent investment business, managing a range of infrastructure and real estate funds and investments. It has a strong record of delivering attractive returns for its investors, with total equity under management of more than US$ 7 billion.  

InfraRed currently has staff of over 100 employees and partners, based mainly in offices in London and with smaller offices in Paris, Sydney, Hong Kong and New York. The infrastructure investment team within the InfraRed Group currently consists of over 50 investment professionals, all of whom have an infrastructure investment background and a broad range of relevant skills, including private equity, structured finance, construction, renewable energy and facilities management.

Since 1998, InfraRed has launched 15 funds including two companies listed on the London Stock Exchange:  HICL Infrastructure Company Limited ("HICL") and The Renewables Infrastructure Group Limited ("TRIG"). To date, six of these funds have been completely or materially realised.

The InfraRed Group has a long and successful proven track record in sourcing, structuring, acquiring, managing and financing infrastructure equity investments. It has been responsible for over 160 infrastructure equity investments for the InfraRed Group (including predecessor organisations) and its funds to date.

InfraRed Capital Partners Limited is authorised and regulated by the Financial Conduct Authority.

Operations Manager

The Operations Manager of the Group is Renewable Energy Systems Limited ("RES"). RES is one of the world's leading renewable energy developers, with extensive experience in developing, financing, constructing and operating renewable energy infrastructure projects globally across a wide range of low carbon technologies including wind, solar and biomass.

RES has been at the forefront of wind energy development for over 30 years.  Since incorporation, RES has developed and/or constructed more than 140 individual wind farms and PV parks around the world with a combined capacity of over 8,000 MW. 

In recognition of extraordinary business success in growing revenues from international markets, RES was awarded its second Queen's Award for Enterprise in 2013, this time for International Trade. Today, projects developed and/or built by RES are contributing to meeting the needs of a rapidly-evolving energy market and, in doing so, are actively contributing to a more sustainable world.

RES's global headcount totals over 1,000 staff based in thirteen countries across five continents.

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