Proposed Placing

RNS Number : 5686R

VH Global Sustainable Energy Oppt.

08 November 2021

 

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, TO U.S. PERSONS OR IN OR INTO THE UNITED STATES, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR THEIR RESPECTIVE TERRITORIES OR POSSESSIONS, OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT (THE "ANNOUNCEMENT"). THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER TO ISSUE OR SELL, OR ANY SOLICITATION OF ANY OFFER TO SUBSCRIBE OR PURCHASE, ANY INVESTMENTS IN ANY JURISDICTION.

This Announcement is an advertisement for the purposes of the Prospectus Regulation Rules of the UK Financial Conduct Authority ("FCA") and is not a prospectus. This Announcement does not constitute or form part of, and should not be construed as, an offer for sale or subscription of, or solicitation of any offer to subscribe for or to acquire, any ordinary shares in VH Global Sustainable Energy Opportunities plc (the "Company") in any jurisdiction, including in or into the United States, Canada, the Republic of South Africa or Japan or their respective territories or possessions. Investors should not subscribe for or purchase any ordinary shares referred to in this Announcement except on the basis of information in the prospectus (the "Prospectus") published by the Company on 6 January 2021. A copy of the Prospectus is available for inspection from the Company's registered office and on its website, www.vh-gseo.com, subject to certain access restrictions.

The information communicated in this Announcement is deemed to constitute inside information as stipulated under the UK version of the Market Abuse Regulations (EU) No. 596/2014 as it forms part of the law of England and Wales by virtue of the European Union (Withdrawal) Act 2018, as amended ("EUWA"), as further amended by UK legislation from time to time ("MAR"). Upon the publication of this Announcement, this information is considered to be in the public domain.

8 November 2021

VH Global Sustainable Energy Opportunities plc

Proposed Placing

The Company today announces its intention to raise new capital under the Company's placing programme, as detailed in the Prospectus, through the placing (the "Placing") of new Ordinary Shares (the "New Ordinary Shares") at a price of 101.5 pence (the "Issue Price").

The Company intends to use the proceeds of the Placing to fund the continued deployment into its enhanced pipeline of assets (the "Enhanced Pipeline"). The Enhanced Pipeline currently consists of four assets with the total potential investment value of £258 million. The Company expects that the proceeds of the Placing will be deployed within 6 months.

Background

Since the Company successfully raised £242.6m at its initial public offering ("IPO") in February 2021, the sustainable energy infrastructure market has exhibited strong growth dynamics and the Company has continued to experience significant interest in its proposition. At the time of the IPO, the Company's Investment Adviser, Victory Hill Capital Advisors LLP ("Victory Hill"), outlined a strong pipeline of new investment and follow-on opportunities and set an expectation of deploying or committing the majority of its capital within a year of IPO.

In fact, origination into the Investment Adviser's new investment pipeline has been considerably stronger than expected such that by September 2021, the Company had deployed or committed 92% of the net proceeds raised at IPO.

The Company has an annual total return target of 10 per cent., net of the Company's costs and expenses, but including dividend distributions.*

On 1 November 2021, the Company exceeded its year 1 dividend target (1p) by declaring a dividend of 1.25p for the period from 2 February 2021 to 30 September 2021. The Company also reaffirmed the annual dividend target of 5p per Ordinary Share from the year beginning 1 January 2022.*

* These targets are based on current market conditions as at the date of this Announcement only and are not profit forecasts. There can be no assurance that these targets will be met or that the Company will make any distributions at all. These target returns should not be taken as an indication of the Company's expected or actual current or future returns. The Company's actual returns will depend upon a number of factors, including but not limited to the amount raised pursuant to the Placing, the Company's net income and the Company's ongoing charges figure. Accordingly, investors should not place any reliance on these targets in deciding whether to invest in New Ordinary Shares or assume that the Company will make any distributions at all. Potential investors should decide for themselves whether or not the returns are reasonable or achievable in deciding whether to invest in the Company.

Use of Proceeds - the Enhanced Pipeline**

The Investment Adviser is continuing to see high quality investment opportunities across the globe, surpassing expectations at the Company's launch.

Since IPO, the Investment Adviser has evaluated more than 80 opportunities and has a broader pipeline of over 20 assets totalling over £800m. However, in the near term, the Investment Adviser is focused on its Enhanced Pipeline which consists of four assets diversified by geography, technology and income type. The total potential investment value of the Enhanced Pipeline assets is £258 million. These assets are expected to be both accretive and complementary to the Company's existing portfolio.

1.  Onshore Wind in Mexico

This asset is a portfolio of operating wind farms totalling approximately 300MW at a target equity investment of £92m. The portfolio benefits from a 100% take-or-pay corporate Power Purchase Agreement ("PPA") with a listed retail conglomerate. These assets have been managed and operated by a leading European contractor using top-tier European wind turbine generators. This project targets an expected yield greater than 10%.

2.  Hydro run-of-river in Brazil

This project consists of operational run-of-river hydro projects with a combined capacity of approximately 40MW. The assets have 45-year permits in place and long-term PPAs with a rolling 5-year hedge strategy for price of power earned that provides downside risk protection and attractive upside exposure. The expected investment is £68m and the project targets an expected yield greater than 10%.

3.  Flexible Power and Carbon Capture and Reuse in United Kingdom

This will be the Company's third combined heat and power project in the UK with carbon capture and reuse technology. The project will be 50MW once construction is complete and requires an investment of £62m and targets an expected yield of 7%. The Investment Adviser will be working with the same operating partners on this project, under the partnership framework and structure already put in place as part of the first two projects under the Company's current investment program.

4.  Solar PV in Vietnam

The Vietnamese government has supported and encouraged growth in this sector. This project involves the acquisition of an operating portfolio of rooftop solar plants totalling 50MW. The PPAs are long-term in nature and USD-linked with multinational, and large regional commercial and industrial companies. The expected investment is £36m and the project targets an expected yield of greater than 10%.

Further, the Company is excited by the evolution of its experienced and successful joint venture development partners who continue to deliver exceptional pipeline opportunities.

** Whilst Victory Hill has identi fi ed the Enhanced Pipeline assets, there is no guarantee that the Company will ultimately acquire any of these assets. Investments not comprised in the Enhanced Pipeline may also become available.

Placing details

The Company is proposing to undertake the Placing at an issue price per New Ordinary Share of 101.5 pence, which represents a premium of 3% to the Company's ex-dividend net asset value ("NAV") as at 30 September 2021 (adjusted to reflect the interim dividend of 1.25p which is payable to shareholders on the register as at 12 November 2021) and a discount of 4.25% to the closing share price as at 5 November 2021. For the avoidance of doubt, any New Ordinary Shares issued pursuant to the Placing will not be entitled to the interim dividend.

The Placing is expected to close at 1.00 p.m. (London time) on Tuesday, 30 November 2021, but may close earlier or later at the absolute discretion of the Company (subject only to the consent of Numis).

Qualified investors are invited to apply for New Ordinary Shares by contacting Numis on the contact details below. It is intended that New Ordinary Shares will be allocated so that applications from existing Shareholders ("Existing Shareholders") are given priority over other applicants, with a view to Existing Shareholders being allocated such percentage of New Ordinary Shares as is as close as possible to their existing percentage holding of Ordinary Shares. Existing Shareholders will not, however, be entitled to any minimum allocation of New Ordinary Shares in the Placing and there will be no guarantee that Existing Shareholders wishing to participate in the Placing will receive all or some of the New Ordinary Shares for which they have applied. The decision to allot New Ordinary Shares to any qualified investor shall be at the absolute discretion of the Company and Numis.

Numis, in agreement with the Company, may choose to accept orders under the Placing, either in whole or in part, and may scale down any orders for this purpose, on such basis as the Company and Numis may determine.  Numis 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 an order after that time; and (ii) allocate New Ordinary Shares after the Placing has closed to any person submitting an order after that time.  The Company reserves the right to reduce the amount to be raised pursuant to the Placing.

By making an offer to subscribe for New Ordinary Shares under the Placing, investors will be deemed to have accepted the terms and conditions set out in Part 13 of the Prospectus, or such other terms as may be agreed by the Company and the relevant subscriber.  An investor that has made an offer to subscribe for New Ordinary Shares under the Placing accepts that following the closing of the Placing such offer shall be irrevocable and may not be withdrawn or amended without the consent of the Directors.  Upon being notified of its allocation of New Ordinary Shares in the Placing, an investor shall be contractually committed to acquire the number of New Ordinary Shares allocated to it at the Issue Price per New Ordinary Share allocated to it.

The New Ordinary Shares will, when issued, be credited as fully paid and rank pari passu with the existing Ordinary Shares in the capital of the Company, including the right to receive all future dividends and distributions declared, made or paid. For the avoidance of doubt, any New Ordinary Shares issued pursuant to the Placing will not be entitled to the interim dividend payable to shareholders on the register as at 12 November 2021.

Applications will be made for the New Ordinary Shares to be admitted to the premium segment of the Official List, and to trading on the Main Market ("Admission"). It is expected that Admission will become effective and dealings in the New Ordinary Shares will commence at 8 a.m. on 3 December 2021.

Expected Timetable for the Placing

Event	Date
Placing opens	8 November 2021
Latest time and date for commitments under the Placing	1.00 p.m. on 30 November 2021
Announcement of results of the Placing	1 December 2021
Admission and dealing in New Ordinary Shares commence	8.00 a.m. on 3 December 2021

Each of the times and dates set out below and mentioned elsewhere in this Announcement may be adjusted by the Company, in which event details of the new times and dates will be announced via a Regulatory Information Service. References to a time of day are to London time.

 
Numis are acting as Sole Sponsor and Bookrunner in respect of the Placing.

Capitalised terms shall have the meanings attributed to them in the Prospectus unless otherwise defined in this Announcement.

For further information, please contact:

Edelman Smithfield  (PR Adviser)

Ged Brumby / Andrew McLagan

Tel: + 44 (0)7540 412 301 / [phone]

Numis (Sponsor and Bookrunner)

Sales - Tod Davis

Corporate - David Benda/Matt Goss

Tel: [phone]

G10 Capital Limited (AIFM)

Mohammed Rahman / Paul Cowland

Tel: + 44 (0)20 7397 5450

Apex Fund and Corporate Services (UK) Limited (Company Secretary)

Anthony Lee

Tel: [phone]

About Victory Hill

Victory Hill (FRN 938594) is an Appointed Representative of G10 Capital Limited (FRN 648953) ("G10"), which is authorised and regulated by the Financial Conduct Authority.

Victory Hill is based in London and was founded in May 2020 by an experienced team of energy financiers that have spun-out of a large established global project finance banking group. The team have an established track record built over six years while working together in their previous roles and participating in over $37.1bn in sustainable energy project transaction values, generating over 24.2 per cent. equity returns. In addition, the team has also participated in more than $200bn in transaction values across 91 conventional and renewable energy-related transactions in over 30 jurisdictions worldwide, throughout their individual careers. The average experience per individual is 21 years of relevant energy finance experience. 

The Victory Hill team deploys its experience across different financial disciplines in order to assess investments holistically and from multiple points of view. The firm pursues operational stability and well-designed corporate governance to generate sustainable positive returns for investors. It focuses on supporting and accelerating the Energy Transition and the attainment of the UN Sustainable Development Goals.

Victory Hill is a signatory of the United Nations Principles for Responsible Investing (UN PRI), the United Nations Global Compact (UN GC) and is a formal supporter of the Financial Stability Board's Task-Force on Climate-related Disclosures (TFCD).

Important Notice

This is a financial promotion and is not intended to be investment advice.

The contents of this Announcement, which has been prepared for information purposes only by and is the sole responsibility of the Company, has been approved by G10, which is authorised and regulated by the Financial Conduct Authority solely for the purposes of section 21(2)(b) of FSMA.

This Announcement is not for release, publication or distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia, collectively, the "United States"), Canada, the Republic of South Africa or Japan or any other jurisdiction where such distribution is unlawful, or to U.S. persons, as defined in Regulation S ("Regulation S") under the US Securities Act of 1933, as amended (the "Securities Act"). 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.

This Announcement is not an offer to sell or a solicitation of any offer to buy the New Ordinary Shares in the United States, Canada, the Republic of South Africa, or Japan, or any of their respective territories or possessions, or in any other jurisdiction where such offer or sale would be unlawful. The New Ordinary Shares have not been and will not be registered under the Securities Act and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States. The document has not been approved by any competent regulatory or supervisory authority.

In addition, the Company has not been and will not be registered under the US Investment Company Act of 1940, as amended, and the recipient of this Announcement will not be entitled to the benefit of that act.

This Announcement and any offer subsequently made is, and will be, addressed to and directed only at persons, in the United Kingdom, who are (a) both "qualified investors" within the meaning of the UK version of the Prospectus Regulation (2017/1129/EU) as it forms part of UK law by virtue of the EUWA, as amended by UK legislation from time to time and either: (i) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (ii) who are high net worth entities falling within Article 49 of the Order; or (b) other persons to whom it may otherwise lawfully be communicated (all such persons under (a) and (b) together being referred to as "relevant persons"). Any investment or investment activity to which this document relates is available in the United Kingdom only to relevant persons.

This Announcement is not addressed to, or directed at, persons in member states of the European Economic Area who are not "qualified investors" within the meaning of Article 2(e) of the EU Prospectus Regulation (2017/1129/EU) ("Qualified Investors"). Any investment or investment activity to which this communication relates is available only to and will only be engaged in with such persons. This communication must not be acted on or relied on in any Member State of the European Economic Area, by persons who are not Qualified Investors.

NOTICE TO PROSPECTIVE INVESTORS IN AUSTRALIA: This Announcement is not a prospectus or product disclosure statement under the Corporations Act 2001 (Cth) ("Corporations Act") and does not constitute a recommendation to acquire, an invitation to apply for, an offer to apply for or buy, an offer to arrange the issue or sale of, or an offer for issue or sale of, any securities in Australia except as set out below. The Company has not authorised nor taken any action to prepare or lodge with the Australian Securities and Investments Commission ("ASIC") an Australian law compliant prospectus or product disclosure statement. Accordingly, the Announcement or any other related material in connection with the Placing may not be issued or distributed in Australia and the New Ordinary Shares may not be offered, issued, sold or distributed in Australia by the AIFM, or any other person, under the Prospectus, whether directly or indirectly (including by way of resale), other than by way of or pursuant to an offer or invitation that does not need disclosure to investors under Part 6D.2 or Part 7.9 of the Corporations Act or otherwise. This Announcement does not constitute or involve a recommendation to acquire, an offer or invitation for issue or sale, an offer or invitation to arrange the issue or sale, or an issue or sale, of New Ordinary Shares to any person in Australia other than persons who meet the requirements of the definition of "wholesale client" as defined in section 761G of the Corporations Act.

Failure to comply with these restrictions in respect of the receipt or distribution of this document may constitute a violation of applicable law or regulation. None of the Company, AIFM, Victory Hill or Numis holds an Australian financial services licence which authorises them to issue the New Ordinary Shares, provide financial product advice in relation to the New Ordinary Shares or to promote the Placing to any person including wholesale clients. Any person who receives or reads this Announcement should not consider it as a recommendation to purchase the New Ordinary Shares. To the extent that information in this Announcement constitutes financial product advice, it is general advice only. No cooling off regime applies to an acquisition of the New Ordinary Shares. Numis is exempted from the requirement to hold an Australian financial services licence in respect of the financial services it provides to wholesale clients in Australia pursuant to the Australian Securities and Investments Commission Class (ASIC) (Order [CO 03/1099] UK regulated financial service providers. The AIFM, Victory Hill and Numis are regulated by the Financial Conduct Authority of the United Kingdom under English law which differs from Australian law. This Announcement is not a product disclosure statement or any other form of formal disclosure document for the purposes of Australian law and has not been lodged with ASIC. Accordingly, this document is not required to, and does not, contain all of the information which would be required to be set out in a product disclosure statement.

NOTICE TO PROSPECTIVE INVESTORS IN THE REPUBLIC OF IRELAND: The Company has notified the Central Bank of Ireland (the "Central Bank") of its intention to market to professional investors in Ireland pursuant to Regulation 43 of S.I. No. 257/2013 - European Union (Alternative Investment Fund Managers) Regulations 2013 (as may be amended or supplemented from time to time) which transposes the AIFM Directive into Irish law.  New Ordinary Shares may therefore be issued to professional investors as defined in the AIFM Directive and otherwise in accordance with the AIFM Directive, the EU Regulation, the Irish European Union (Alternative Investment Fund Managers) Regulations 2013 (S.I. no 257 of 2013), as amended, and any rules issued by the Central Bank pursuant thereto.

NOTICE TO PROSPECTIVE INVESTORS IN NORWAY: The Company is an alternative investment fund, but has not been approved for marketing in Norway by its manager under the Norwegian Alternative Investment Funds Act 2014 and is only distributed based on prior request from the recipient without any first approach by the manager. This Announcement has not been prepared so as to comply with the provisions of the public offer rules in the Norwegian Securities Trading Act 2007, nor is it intended to be relied upon by anyone who is not a professional investor within the meaning of that act. The recipient of this Announcement must not copy or in any other way transmit its contents to any other person.

This Announcement is an advertisement and not a prospectus. Investors should not subscribe for or purchase any transferable securities referred to in this Announcement except on the basis of information in the Prospectus. In particular, prospective investors will be required to read and understand the section entitled "Risk Factors" in the Prospectus, once available.

The information in this Announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this Announcement or its accuracy or completeness.

This Announcement does not constitute a recommendation concerning the Placing and n o information in this Announcement should be construed as providing financial, investment or other professional advice and each prospective investor should consult its own legal, business, tax and other advisers in evaluating the investment opportunity. The merits or suitability of any securities must be independently determined by the recipient on the basis of its own investigation and evaluation of the Company. Any such determination should involve, among other things, an assessment of the legal, tax, accounting, regulatory, financial, credit and other related aspects of the securities.

The Company has limited trading history. Potential investors should be aware that any investment in Company is speculative, involves a high degree of risk, and could result in the loss of all or substantially all of their investment. Results can be positively or negatively affected by market conditions beyond the control of the Company or any other person. The price and value of securities and any income from them can go down as well as up. Past performance is not a guide to future performance and prospective investors may not receive any return from the Company. Before purchasing any New Ordinary Shares, persons viewing this Announcement should ensure that they fully understand and accept the risks that are set out in the Prospectus. Information in this Announcement or any of the documents relating to the Placing cannot be relied upon as a guide to future performance. Potential investors should consult a professional adviser as to the suitability of the New Ordinary Shares for the person concerned.

This Announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology. All statements other than statements of historical facts included in this Announcement, including, without limitation, those regarding the Company's financial position, strategy, plans, proposed acquisitions and objectives, are forward-looking statements. Forward-looking statements are subject to risks and uncertainties and, accordingly, the Company's actual future financial results and operational performance may differ materially from the results and performance expressed in, or implied by, the statements. These factors include but are not limited to those described in the Prospectus. These forward-looking statements speak only as at the date of this Announcement and cannot be relied upon as a guide to future performance. The Company, G10 and Numis expressly disclaim any obligation or undertaking to update or revise any forward-looking statements contained herein to reflect actual results or any change in the assumptions, conditions or circumstances on which any such statements are based unless required to do so by FSMA, the Prospectus Regulation Rules, MAR or other applicable laws, regulations or rules.

Numis is authorised and regulated by the Financial Conduct Authority. Numis is acting exclusively for the Company and no-one else in connection with this Announcement or any future transaction in connection with it. Numis will not regard any other person as its client in relation to the subject matter of this Announcement and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in relation to the contents of this Announcement or any transaction, arrangement or other matter referred to herein.

The information and opinions contained in this Announcement are provided as at the date of the Announcement and are subject to change without notice. None of the Company, G10, Victory Hill or Numis, or any of their respective parents or subsidiary undertakings, or the subsidiary undertakings of any such parent undertakings, or any of such person's respective directors, officers, employees, agents, affiliates or advisers or any other person ("their respective affiliates") accepts (save where required by law) any responsibility or liability whatsoever for/or makes any representation or warranty, express or implied, as to this Announcement, including the truth, accuracy or completeness of the information in this Announcement (or whether any information has been omitted from the Announcement) or any other information relating to the Company, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this Announcement or its contents or otherwise arising in connection therewith.

END

 

END

 

 

IOEFLFFDLDLRIIL