Publication of Circular

RNS Number : 1395V

Renewables Infrastructure Grp (The)

14 April 2016

 

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.

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 a prospectus to be published by the Company by early May 2016 in connection with the Company's share issuance programme. 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.

Canaccord Genuity Limited and Liberum Capital Limited (together the "Joint Bookrunners"), are each authorised and regulated by the Financial Conduct Authority, are each acting only for the Company in connection with the matters described in this announcement and are not acting for or advising any other person, or treating any other person as their respective clients, in relation thereto and will not be responsible for providing the regulatory protection afforded to their respective clients or advice to any other person in relation to the matters contained herein.

14 April 2016

The Renewables Infrastructure Group Limited

 Publication of Circular

The Board of The Renewables Infrastructure Group Limited ("the Company") is pleased to announce that it has today published a circular to shareholders (the "Circular") in connection with a proposed share issuance programme which the Company intends to put in place in respect of up to 300 million new Ordinary Shares and/or C Shares (the "Share Issuance Programme").  The Circular contains details of the resolutions to be put to shareholders concerning the dis-application of pre-emption rights in respect of the Share Issuance Programme and the renewal of the Company's tap issue authority (the "Proposals"). The Circular will be posted to shareholders shortly, as well as being made available on the Company's website (www.trig-ltd.com) and on the National Storage Mechanism at www.morningstar.co.uk/uk/NSM. 

The Proposals are conditional on the approval of Shareholders at an Extraordinary General Meeting (the "EGM"), which has been convened for 3.15 p.m. on 4 May 2016 (or, if later, as soon as practicable after the conclusion of the 2016 AGM).

The Company expects to publish a prospectus in connection with the Share Issuance Programme (the "Prospectus") by early May 2016, following which it intends to undertake a first issue comprising a placing and an offer for subscription (the "Initial Issue").  A further announcement in respect of the Initial Issue and publication of the Prospectus will be made in due course.

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 

The Company was launched in July 2013, when 300 million Ordinary Shares were admitted to trading on the Main Market of the London Stock Exchange and the net proceeds of the IPO were invested in a portfolio of 18 fully operational onshore wind and solar energy generation assets in the UK, France and Ireland.  Since IPO, the Company's portfolio has grown significantly and now comprises 51 operating renewable energy infrastructure projects in onshore wind and solar PV in the UK, France and Ireland, with approximately 680MW of aggregate generating capacity.  Portfolio acquisitions since the IPO have typically been funded from the Company's £150 million revolving acquisition facility with Royal Bank of Scotland and National Australia Bank which has been repaid from the proceeds of subsequent equity issuance at a premium to the prevailing NAV. As at 13 April 2016, being the latest practicable date prior to publication of the Circular, the Acquisition Facility was £43.7 million drawn and, following the issue of 78 million Ordinary Shares on 17 November 2015, which closed the 2014/2015 Share Issuance Programme and all but exhausted the Company's tap authority taken at the 2015 AGM, the Company is now unable to undertake further equity issuance in meaningful amounts without the publication of a prospectus.

With the backdrop of a continued flow of renewables projects from their developer-owners to new long-term owners, as well as a substantial flow of new developments underway across most of the Company's target markets, the Investment Manager continues to assess a broad active pipeline of onshore wind and solar PV projects for potential investment, as well as potential opportunities in additional technologies such as offshore wind.

After due consideration of the Company's strategy and in light of the pipeline of investment opportunities that the Investment Manager continues to evaluate for the Company, the Board has concluded that it is now appropriate to put in place a new share issuance programme under which it will be able to issue New Shares in a series of subsequent issues.  The Company stands to benefit from the flexibility to issue capital quickly and efficiently under the Share Issuance Programme and, in the Investment Manager's opinion, the Share Issuance Programme will be particularly helpful in strengthening the Company's competitive position, as to flexibility and timing, when the Company seeks to buy larger scale portfolios that become available in the market from time to time. 

Accordingly, the Board has decided to seek Shareholder approval to issue up to 300 million New Shares pursuant to the Share Issuance Programme at the EGM.  The net proceeds of the Share Issuance Programme, which the Company expects to raise 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. 

Each Issue under the Share Issuance Programme 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.

 Expected timetable

	2016
Latest time and date for receipt of Forms of Proxy	3.15 p.m. on 29 April
Extraordinary General Meeting	3.15 p.m. on 4 May (or, if later, as soon as practicable after the conclusion of the 2016 AGM)
Expected date of publication of the Prospectus and commencement of the Share Issuance Programme*	by early May

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

Enquiries

InfraRed Capital Partners Limited                              [phone]

Richard Crawford

Matt Dimond

Tulchan Communications                                           [phone]

Doug Campbell

Latika Shah 

Canaccord Genuity Limited                                         [phone]

Andrew Zychowski

Lucy Lewis

Liberum Capital Limited                                            [phone]

Steve Pearce

Chris Clarke

Important Information

This document is not for release, publication or distribution (directly or indirectly) in or into the United States, Australia, Canada, 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 Company's 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 may be offered, sold, renounced, transferred or delivered, directly or indirectly, in Australia, Canada, Japan or the Republic of South Africa.

 

END

 

 

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