Issue of Equity

RNS Number : 5714B

Aquila European Renewables Income

09 October 2020

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION, RELEASE, OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL (EACH A "RESTRICTED JURISDICTION").

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE OR ACQUIRE ANY SECURITIES IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA (UNLESS AN EXEMPTION UNDER THE RELEVANT SECURITIES LAWS IS AVAILABLE) OR IN ANY OTHER JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.

This Announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014. Upon the publication of this Announcement, this inside information is now considered to be in the public domain.

LEI: 213800UKH1TZIC9ZRP41

Aquila European Renewables Income Fund PLC (the "Company")

9 October 2020

Issue of Equity

Further to the announcement on 17 September 2020, the Company is pleased to announced the placing and offer for subscription (the "Issue") has closed, raising €127.5 million before costs and expenses through the issue of 122,902,772 ordinary shares of €0.01 each in the capital of the Company (the "New Ordinary Shares").

New Ordinary Shares will be issued at €1.0375 per share, which represents a premium of 5.2% to the Company's net asset value ("NAV") as at 30 June 2020.

Christine Brockwell , lead investment adviser on behalf of Aquila European Renewables Income Fund PLC, commented:

"The new capital we have raised significantly increases the size of the fund, allowing us to continue our successful acquisition strategy and further diversify our fund. Our enhanced pipeline of 14 investment opportunities across a range of technologies and geographic locations positions the fund well for future growth, allowing our investors to capitalise on the exciting opportunities presented by Europe's ongoing transition to a low carbon society. I am delighted that so many investors have recognised our proven track record of successfully deploying capital in a range of projects in the sector."

Ian Nolan, chair of Aquila European Renewables Income Fund PLC, said:

"Since IPO the Aquila European Renewables Income Fund offers has offered investors exposure to a growing and diverse portfolio of assets that historically they had limited opportunity to access. We are extremely pleased, given the challenging economic backdrop, to have successfully raised €127.5m of new capital and to see many of our existing shareholders commit further to the fund. We are also encouraged by the demand, particularly in the UK, from a number of new major blue chip investors. I would like to thank all those who have continued to show such strong support to the fund and welcome our new shareholders to the register. While demand from UK investors exceeded expectations, the Board remains committed to further diversification of the investor base through wider European investor representation."

The Board intends that the Net Issue Proceeds will be used by the Company to acquire new assets to add to the Company's existing portfolio of Renewable Energy Infrastructure Investments, which may or may not be sourced from the Enhanced Pipeline and provide sufficient funds for the working capital of the Company.

The Enhanced Pipeline consists of six target assets held in Aquila Managed Funds with an aggregate capacity of 768 MW and eight target assets with an aggregate capacity of 661 MW which are under negotiation. The assets are across multiple technologies and geographical locations including 7 wind assets, 4 solar assets and 3 hydro assets.

Application has been made for 122,902,772 New Ordinary Shares to be admitted to the premium segment of the Official List, and to trading on the London Stock Exchange's Main Market for listed securities ("Admission"). It is expected that Admission will become effective and dealings in the New Ordinary Shares will commence at 8am on 13 October 2020. 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, save for the dividend for the quarter to 30 September 2020 which is expected to be paid on 29 October 2020  to shareholders who were on the register 9 October 2020.

Following Admission, the Company's issued share capital will consist of 316,673,587 ordinary shares. Therefore, the total number of voting rights of the Company is 316,673,587 and this figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or of a change to their interest in, the Company under the FCA's Disclosure and Transparency Rules.

Capitalised terms used but not defined in this announcement will have the same meaning as set out in the Prospectus dated 17 September 2020.

Enquiries:

Media contacts:
Smithfield Consultants | [phone] |  [e-mail]
Ged Brumby
John Kiely
Andrew McLagan  

Sponsor, Broker and Joint Bookrunner in the UK
Numis Securities (UK Investors) | [phone]
Tod Davis
David Benda
Vicki Paine

Joint Bookrunner
Kempen & Co (EU Investors in the Target Jurisdictions) | [phone]
 Thomas ten Hoedt
 Maarten de Zeeuw

IMPORTANT NOTICE

This announcement has been prepared by, and is the sole responsibility of, Aquila European Renewables Income Fund plc.

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 the Company in any jurisdiction. 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 Aquila European Renewables Income Fund plc (the "Company") in connection with the placing, offer for subscription and subsequent placing programme. A copy of the Prospectus is available for inspection from the Company's registered office until 13 October 2020 and on the Company's website ( www.aquila-european-renewables-income-fund.com ). 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.

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. The material contained in this announcement is for information purposes only, is given as at the date of its publication (unless otherwise marked) and is subject to updating, revision and amendment. In particular, any proposals referred to herein are subject to revision and amendment.

This announcement is not for publication or distribution, directly or indirectly, in any jurisdiction other than the United Kingdom. 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. The distribution of this announcement in other jurisdictions may be restricted by law and the persons into whose possession this document comes should inform themselves about, and observe, any such restrictions.

In member states of the European Economic Area ("EEA") other than the United Kingdom, this announcement is only addressed to and directed at persons who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation (Regulation (EU) 2017/1129). Further, in relation to the United Kingdom and each member state in the EEA that has implemented the AIFM Directive (each a "Relevant State"), no New Ordinary Shares or Ordinary Shares have been or will be directly or indirectly offered to or placed with investors in that member state at the initiative of or on behalf of the Company, the AIFM or the Investment Adviser other than in accordance with the methods permitted in that Relevant State.

This announcement may not be published, distributed or transmitted by any means or media, directly or indirectly, in whole or in part, in or into the United States. This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. The securities mentioned herein have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "US Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States and will not be offered, sold, exercised, resold, transferred or delivered, directly or indirectly, in or into the United States or to, or for the account or benefit of, any US person (as defined under Regulation S under the US Securities Act). The Company has not been, and will not be, registered under the U.S. Investment Company Act of 1940, as amended.

Republic of Ireland . This announcement is only addressed to and directed at persons in the Republic of Ireland who are professional investors as defined in Directive 2011/61/EU of the European Parliament and of the Council, as amended from time to time including pursuant to Directive 2019/1160/EU and Directive 2019/1156/EU ("AIFMD") and otherwise in accordance with AIFMD, Commission Delegated Regulation 231/2013, 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 of Ireland pursuant thereto. This announcement is only addressed to and directed at persons in the Republic of Ireland: (a) in compliance with the provisions of the Irish Companies Act 2014 (as amended); (b) in compliance with the provisions of the European Union (Markets in Financial Instruments) Regulations 2017 (S.I. No. 614/2017) (as amended); and (c) in compliance with the provisions of the Irish European Union (Market Abuse) Regulations 2016 (as amended) and any rules issued by the Central Bank of Ireland pursuant thereto. The Prospectus has not been, nor will it be, registered with or authorised by any regulatory or governmental body in the Republic of Ireland. Accordingly, the Prospectus may not be made available, nor may the interests in the Company offered hereunder be marketed and offered for sale in the Republic of Ireland, other than under circumstances which do not require the publication of a prospectus pursuant to Article 3(2) of Directive 2003/71/EC as implemented in the Republic of Ireland pursuant to the Investment Funds, Companies and Miscellaneous Provisions Act 2005, the Prospectus (Directive 2003/71/EC) Regulations 2005 (S.I. No. 324 of 2005), as amended and any rules issued by the Central Bank of Ireland pursuant thereto.

Luxembourg . This announcement is only addressed to and directed at persons in Luxembourg who are "professional clients" within the meaning of Annex II of MiFID II. The Prospectus has not been, nor will it be, registered with or authorised by any regulatory or governmental body in Luxembourg. Accordingly, the Prospectus may not be made available, nor may the interests in the Company offered hereunder be marketed and offered for sale in Luxembourg, other than under circumstances which do not require the publication of a prospectus pursuant to Article 3 of the Prospectus Regulation. Neither the Company nor its AIFM have been authorised or registered under the AIFM Law or are otherwise supervised by the Luxembourg Commission de Surveillance du Secteur Financier ("CSSF").

Norway. This announcement is only addressed to and directed at persons in Norway who are "professional investors" as defined in the Section 10-6 of the Norwegian Securities Act of 2 June 2007 no. 75 (the "Securities Trading Act"). The Prospectus may only be distributed to professional investors and the Prospectus may not be distributed to or made available to non-professional investors in Norway. Furthermore, the Prospectus has not been, nor will it be, registered with or authorised by any regulatory or governmental body in Norway. Accordingly, the Prospectus may not be made available, nor may the interests in the Company offered hereunder be marketed and offered for sale in Norway, other than under circumstances which do not require a prospectus (Nw. prospekt) to be prepared under the Securities Trading Act.

Finland. This announcement is only addressed to and directed at persons in Finland who are "professional clients" (Fi: ammattimainen asiakas) as defined in the Finnish Act on Alternative Investment Fund Managers (Fi: laki vaihtoehtorahastojen hoitajista, 162/2014, as amended, the "AIFMA"). Accordingly, the Prospectus may only be distributed to professional clients in Finland and the Prospectus may not be distributed to or made available to anyone other than professional clients in Finland. The Prospectus has been prepared for private information purposes only and it may not be used for, and shall not be deemed, a public offering of the Ordinary Shares in Finland.

Sweden . This announcement is only addressed to and directed at persons in Sweden who are "professional investors" as defined in the Swedish Act on Alternative Investment Fund Managers (2013:561) (the "Swedish AIFM Act"). The Prospectus may only be distributed to professional investors and the Prospectus may not be distributed to or made available to non-professional investors in Sweden. Furthermore, the Prospectus has not been, nor will it be, registered with or approved by the Swedish Financial Supervisory Authority under the Swedish Financial Instruments Trading Act (1991:980) (the "Swedish Trading Act"). Accordingly, the Prospectus may not be made available, nor may the interests in the Company offered hereunder be marketed and offered for sale in Sweden, other than under circumstances which do not require a prospectus (Sw. prospekt) to be prepared under the Swedish Trading Act.

Netherlands . This announcement is only addressed to and directed at persons in the Netherlands who are "qualified investors" (gekwalificeerde beleggers) within the meaning of Article 1:1 of the Dutch Financial Supervision Act (Wet op het financieel toezicht). Neither the AIFM nor the Company is subject to supervision of the Dutch Central Bank or the Dutch Authority for Financial Markets.

Switzerland . This announcement is only addressed to and directed at persons in the Switzerland who are (i) "professional clients" within the meaning of the Swiss Financial Services Act ("FinSA") or (ii) in any other circumstances falling within article 36 para. 1 of the FinSA, and in any case only subject to the restrictions provided for in the last paragraph of this notice concerning Switzerland. Neither this Prospectus nor any other offering or marketing material relating to the Ordinary Shares constitutes a prospectus within the meaning of the FinSA. This Prospectus has not been and will not be reviewed or approved by a Swiss review body and does not comply with the disclosure requirements applicable to a prospectus within the meaning of the FinSA. Neither this Prospectus nor any other offering or marketing material relating to the Ordinary Shares may be publicly distributed or otherwise made publicly available in Switzerland. The Company has neither been and will neither be registered with the Swiss Financial Supervisory Authority ("FINMA") as a foreign collective investment for distribution to non-qualified investors pursuant to the Swiss Collective Investment Schemes Act ("CISA"), nor has the Company appointed or will the Company appoint a Swiss representative and paying agent, required for distribution to non-qualified investors and to high-net-worth retail clients and private investment structures created for them, having declared that they wish to be treated as professional clients ("Opting Out HNWI") (as further defined in the FinSA (cf. art. 5 paras. 1 and 2 of the FinSA) and its implementing ordinance). Accordingly, interests in the Company, including the Ordinary Shares may not be offered to non-qualified investors or to Opting Out HNWI in or from Switzerland.

Belgium . This announcement is only addressed to and directed at persons in the Belgium who are qualified investors within the meaning of Article 2(e) of the Prospectus Regulation. Neither the Company nor its AIFM have been authorised or registered under the Belgian AIFM Law of 19 April 2014 or are otherwise supervised by the Belgian Financial Services and Markets Authority.

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 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 the Financial Services and Markets Act 2000, the Prospectus Rules of the Financial Conduct Authority, the EU Market Abuse Regulation or other applicable laws, regulations or rules.

Numis, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company and no-one else in connection with the issue or placing programme  of the Company or in relation to the matters referred to in this announcement and will not regard any other person (whether or not a recipient of this announcement) as its client in relation to the issue or placing programme and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the issue or the placing programme, the contents of this announcement or any transaction or arrangement referred to in this Prospectus.

Kempen & Co, which is authorised by the Dutch Central Bank and regulated in the Netherlands by the Dutch Authority for Financial Markets and the Dutch Central Bank, is acting exclusively for the Company and no-one else in connection with the placing or placing programme  of the Company or in relation to the matters referred to in this announcement, will not regard any other person (whether or not a recipient of this announcement) as its client in relation to the placing or placing programme and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the placing or placing programme, the contents of this announcement or any transaction or arrangement referred to in this Prospectus. Kempen & Co is not acting for or providing services to the Company or any other person in respect of the offer for subscription and will not be responsible to any person in respect of any claim or any other matter arising from the offer for subscription.

 

END

 

 

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