Launch of Equity Raise

RNS Number : 9133N

Downing Renewables & Infrastructure

07 June 2022

 

7 June 2022

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF REGULATION 11 OF THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019/310

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 is an advertisement for the purposes of the Prospectus Regulation Rules of the UK Financial Conduct Authority (the "FCA") and does not constitute a prospectus. Investors should not subscribe for or purchase any shares referred to in this announcement except on the basis of information contained in the tripartite prospectus (comprising a summary, a registration document and a securities note) expected to be published by Downing Renewables & Infrastructure Trust plc (the "Prospectus") later today and not in reliance on this announcement. 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 should read the Prospectus and in particular the risk factors set out therein before making an investment decision in order to fully understand the potential risks and rewards associated with the decision to invest in the Company's securities. 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. Copies of the Prospectus, subject to certain access restrictions, will be available shortly for viewing at the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on the Company's website (https://www.doretrust.com). 

Downing Renewables & Infrastructure Trust plc

("DORE" or the "Company")

Launch of Equity Raise

Initial Placing, Open Offer, Initial Offer for Subscription and Initial Intermediaries Offer

Downing Renewables & Infrastructure Trust (LSE: DORE) is pleased to announce a proposed issue of ordinary shares in the Company ("Ordinary Shares") to raise target gross proceeds of approximately £50 million at an Issue Price of 111 pence per Ordinary Share (the "Initial Issue"), and to establish a share issuance programme to issue up to 250 million Ordinary Shares (less the number of Ordinary Shares issued under the Initial Issue) over a 12-month period (the "Share Issuance Programme"). The details of the Initial Issue and the Share Issuance Programme will be set out in the Prospectus expected to be published by the Company later today.

The net proceeds from the Initial Issue are expected  to be used to repay outstanding monies which have been drawn down under the Company's revolving credit facility (" RCF "), which currently amount to £17.3 million. Any net proceeds in excess of the amount drawn down under the RCF shall be used to purchase assets from an attractive pipeline of investment opportunities, including near-term hydropower, wind and solar assets in the UK, Sweden and Finland, and for general corporate purposes.

The Initial Issue is conditional, inter alia, on the passing of the shareholder resolutions in connection with the Initial Issue to be proposed at a general meeting of the Company (the "General Meeting"), expected to be held on 23 June 2022 (the "Issue Resolutions"). A circular containing a notice convening the General Meeting (the "Circular") is expected to be published by the Company later today. The Circular will also contain proposed changes to the Company's investment policy as detailed below.

Hugh Little, Chair of DORE, commented: "The Company has made excellent progress since its IPO in building a diverse portfolio of renewables projects in the UK and Northern Europe. The Investment Manager has already demonstrated its ability to deliver value for shareholders ahead of expectations through a series of carefully selected and highly-accretive acquisitions. The Company's pipeline, which has in excess of £200 million of near-term opportunities, includes hydro, solar, wind, batteries and utilities across target geographies and construction phases. Raising capital to acquire additional assets has the potential to further grow NAV, increase the diversity of DORE's portfolio, and continue to provide stable returns to shareholders."

Initial Issue Highlights

· Targeting gross proceeds of approximately £50 million through the issue of up to 45,669,495 new Ordinary Shares pursuant to an Initial Placing, Open Offer, Initial Offer for Subscription and Initial Intermediaries Offer.

· The Initial Issue Price is 111 pence per new Ordinary Share, representing:

o  a premium of 1.98% to the Company's NAV per Ordinary Share as at 31 March 2022 (unaudited) of 110.1 pence (less 1.25 pence to reflect the first interim dividend which will be paid on 30 June 2022 to Shareholders on the register as at 27 May 2022);

o  a discount of 1.3% to the closing price per Ordinary Share on 6 June 2022 of 112.5 pence per Ordinary Share (being the last Business Day prior to the announcement of the Initial Issue Price); and

o  a discount of 1.1% to the closing price per Ordinary Share on 4 May 2022 of 112.25 pence per Ordinary Share (being the last Business Day prior to the Company announcing its intention to raise further equity).

· The Investment Manager is in bilateral and/or exclusive discussions in relation to near-term Pipeline Assets with a total equity value in excess of £200 million.

· Qualifying Shareholders will be entitled to participate in the Open Offer on the basis of 1 Ordinary Share for every 3 existing Ordinary Shares (the "Open Offer Entitlement").

· Qualifying Shareholders will also be offered the opportunity to subscribe for Ordinary Shares in addition to their Open Offer Entitlement via the Excess Application Facility.

· Retail investors may also subscribe for new Ordinary Shares at the Initial Issue Price pursuant to the Initial Intermediaries Offer. Only the Intermediaries' retail investor clients located in the United Kingdom, the Channel Islands and the Isle of Man are eligible to participate in the Initial Intermediaries Offer.

Background to the Company

· The Company targets an attractive and sustainable level of income returns, with an element of capital growth, from a portfolio of renewable energy and infrastructure assets in the UK, Ireland and Northern Europe.  

· The Company is an impact fund, falling under Article 9 of the European Union's Sustainable Finance Disclosure Regulation ("SFDR"), with a core sustainable investment objective to accelerate 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. This directly contributes to climate change mitigation.

· The Investment Manager believes that diversification by Technology, geography, revenue type and Project Stage is key to providing investors with stable investment returns.

· The Company's portfolio comprises 38 Assets of which 19 are hydropower plants, 13 are ground mount solar projects, 5 are rooftop solar portfolios and 1 is a wind project (containing 20 wind turbines). All sites are operational and have an aggregate total capacity of 179MW~ and an annual forecast generation of 372GWh. As at 31 March 2022, the Gross Asset Value was £253 million.

· The Company's forecast generation is split: as to technology 47% by hydropower, 24% by solar, and 29% by wind; and as to power market 49% Sweden SE2, 22% Sweden SE3, 5% Sweden SE4, 20% Great Britain and 4% Northern Ireland. The Gross Asset Value is split 43% by hydropower, 47% solar, 8% wind and 2% cash. Assets acquired after 31 March 2022 have been valued at cost. Actual energy generated and the split thereof may differ from forecast.

· The Company's sizeable platform of hydropower assets is a key differentiator, which enables the Company to pursue acquisitions of individual or smaller portfolios of hydropower plants which can have fewer potential buyers and at times can be conducted exclusively or bilaterally. The Company is also able to take advantage of its size and capital structure. Consequently, it is expected that the acquisition prices paid for smaller transactions will often be accretive to the Company's overall portfolio of Assets.

· The Investment Manager believes that another key differentiator is its in-house asset management capability, which, with over 100 years' combined experience, is focussed on protecting and enhancing asset and portfolio returns. The bespoke IT systems and live data integrations drive significant operational efficiencies which reduce manual workload and allow more time for value-add activities.

Attractive pricing tailwinds

· Inflation in 2021 was at its highest for 10 years in the UK and consensus forecasts show inflation remaining high for at least 2023 and 2024. As at 31 March 2022, 65% of the forecast UK revenues of the Company's portfolio of Assets and 44% of the forecast total revenues of the Company's portfolio of Assets are directly linked to inflation.

· Power prices in the UK and Nordic markets also increased dramatically in 2021 resulting from increased gas and carbon pricing and demand outstripping supply. Elevated pricing has continued in 2022, predominately driven by the European energy crisis and the war in Ukraine.

· Interest rates in the UK have increased sharply in 2022 and in an inflationary environment, it is more likely that interest rates will continue to increase. Other than short term borrowings under the RCF (which will be repaid with the proceeds of the Initial Issue), the Group's current borrowings are fixed for the long term and the Group is not exposed to changes in interest rates on its borrowing in the UK or Sweden until 2034.

NAV total return of 16% since IPO to 31 March 2022[1]

· The Company's target NAV total return is 6.5% to 7.5% per annum over the medium to long term[2]. As at 31 March 2022, the unaudited Net Asset Value of the Company was £150.9 million representing an unaudited Net Asset Value per Ordinary Share of 110.1 pence. NAV total return has been 16% since IPO¹.

· Key drivers of NAV total return since IPO have been the operational performance of the Company's portfolio of Assets, increases in forecast future power prices and the impact of certain accretive acquisitions.

Proposed changes to the Company's Investment Policy

The Board is also proposing changes to certain investment restrictions within the Company's investment policy whilst the Company is in its growth phase and to provide the ability to employ greater short-term borrowing, which is expected to enable the Company to expand the size and scale of operations by investing in Assets with attractive risk-adjusted returns in a more efficient and timely fashion, whilst also maintaining a diversified portfolio of Assets. Specifically the Company is proposing to:

· increase the Technology investment limit from 50% to 60% of Gross Asset Value and the geographic investment limit from 60% to 75% of Gross Asset Value, both measured at the time of investment, until the Net Asset Value of the Company first exceeds £300 million;

· amend the definition of Gross Asset Value for the purposes of the investment policy by using the assumption that gearing of 50% is only in place for uninvested cash and cash equivalents for the Group, but otherwise to use actual gearing levels, when determining Gross Asset Value; and

· increase its maximum short-term debt limit from 10% to 20% of prevailing Gross Asset Value at the time of drawn down (or acquiring) such debt.

The proposed changes to the investment policy have been approved by the FCA, but will require the approval of Shareholders in order to be implemented and such approval will also be sought at the General Meeting. Further details on the proposed changes to the Company's investment policy will be included in the Circular.

Dividend policy

The Company currently targets quarterly dividends totalling 5 pence in respect of the 12 months ending 31 December 2022[3]. The Company adopts a progressive dividend policy taking into consideration the prevailing inflationary environment. Given the nature of the Company's income streams, the Board expects that this will result in increases to the dividend in the medium term.

Expected timetable

	2022
Initial Issue
Record Date for entitlements under the Open Offer	close of business on 1 June
Initial Issue opens, posting to Shareholders of the Circular, the Prospectus and Open Offer Application Form	7 June
Ex entitlement date for the Open Offer	8.00 a.m. on 7 June
Open Offer Entitlements and Excess CREST Open Offer Entitlements enabled in CREST and credited to stock accounts of Qualifying CREST Shareholders	as soon as possible on 8 June
Recommended latest time and date for requesting withdrawal of Open Offer Entitlements and Excess CREST Open Offer Entitlements from CREST	4.30 p.m. on 15 June
Recommended latest time and date for depositing Open Offer Entitlements and Excess CREST Open Offer Entitlements into CREST	3.00 p.m. on 16 June
Recommended latest time and date for splitting Open Offer Application Forms (to satisfy bona fide market claims only)	3.00 p.m. on 17 June
Latest time and date for receipt of completed Open Offer Application Forms and payment in full under the Open Offer or settlement of relevant CREST instructions	11.00 a.m. on 21 June
Latest time and date for receipt of proxy appointments in respect of the General Meeting	12.00 p.m. on 21 June
Latest time and date for receipt of completed applications from the Intermediaries in respect of the Initial Intermediaries Offer	1.00 p.m. on 21 June
Latest time and date for receipt of completed Application Forms in respect of the Initial Offer for Subscription and, if applicable, Tax Residency Self-Certification Forms, and payment in full under the Initial Offer for Subscription	1.00 p.m. on 22 June
Latest time and date for commitments under the Initial Placing	1.00 p.m. on 22 June
General Meeting	12.00 p.m. on 23 June
Announcement of the results of the General Meeting through an RIS	23 June
Announcement of the results of the Initial Issue	24 June
Initial Admission and dealings in the Ordinary Shares issued pursuant to the Initial Issue commence	8.00 a.m. on 27 June
Crediting of CREST stock accounts in respect of the Ordinary Shares issued pursuant to the Initial Issue	as soon as practicable after 8.00 a.m. on 27 June
Share certificates despatched (where applicable)	week commencing 4 July (or as soon as possible thereafter)

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 (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]

Capitalised terms used in this announcement have the meanings given to them in the Prospectus expected to be published by the Company later today.

Further details on the Initial Issue

The Initial Issue is expected to launch today.

Conditional on the passing of the Issue Resolutions, the maximum number of new Ordinary Shares that may be issued pursuant to the Initial Issue and the Share Issuance Programme is 250 million.

The Ordinary Shares to be issued pursuant to the Initial Issue will, following Initial Admission, rank pari passu in all respects with the existing Ordinary Shares and will carry the right to receive all dividends and distributions declared, made or paid on or in respect of the Ordinary Shares by reference to a record date after Initial Admission.

On 11 May 2022, the Company declared an interim dividend in respect of the period from 1 January 2022 to 31 March 2022 of 1.25 pence per Ordinary Share, payable on 30 June 2022 to shareholders on the register on 27 May 2022 (the "Q1 Dividend"). Accordingly, holders of Ordinary Shares issued pursuant to the Initial Issue will not be entitled to receive the Q1 Dividend in respect of those Ordinary Shares.

The Initial Placing

Each of the Joint Bookrunners has agreed to use its respective reasonable endeavours to procure subscribers pursuant to the Initial Placing on the terms and subject to the conditions set out in the Share Issuance Agreement.

The Initial Placing will close at 1.00 p.m. on 22 June 2022. The terms and conditions of the Initial Placing will be included in the Prospectus. The Initial Placing is not underwritten.

The Open Offer

Qualifying Shareholders are being offered the opportunity, under the Open Offer, to apply for up to 1 Ordinary Share for every 3 Existing Ordinary Shares held and registered in their name as at the Record Date. The Open Offer is not underwritten.

The Open Offer will close at 1.00 p.m. on 21 June 2022. The terms and conditions of application under the Open Offer will be set out in the Prospectus.

The Initial Offer for Subscription

Ordinary Shares will also be made available to the public under the Initial Offer for Subscription. The Initial Offer for Subscription is only being made in the UK, the Channel Islands and the Isle of Man.

The Initial Offer for Subscription will close at 1.00 p.m. on 22 June 2022. The terms and conditions of application under the Initial Offer for Subscription will be set out in the Prospectus. The Initial Offer for Subscription is not underwritten.

The Initial Intermediaries Offer

Investors may also subscribe for new Ordinary Shares at the Initial Issue Price pursuant to the Initial Intermediaries Offer. Only the Initial Intermediaries' retail investor clients in the United Kingdom, the Channel Islands and the Isle of Man are eligible to participate in the Initial Intermediaries Offer. Investors may apply to any of the Initial Intermediaries to be accepted as their client. A list of intermediaries appointed prior to the date of the Prospectus will be listed in the Prospectus. In respect of Intermediaries appointed after the date of the Prospectus, a list will appear on the Company's website  at  https://www.doretrust.com/ .

The Initial Intermediaries Offer will close at 1.00 p.m. on 21 June 2022.

Further details of the Initial Issue will be included in the Prospectus.

Scaling back and allocation

The Directors have reserved the right, following consultation with the Joint Bookrunners, to increase the size of the Initial Issue if overall demand exceeds 45,669,495 Ordinary Shares by reallocating Ordinary Shares available under the Share Issuance Programme to increase the size of the Initial Issue.

In the event that commitments under the Initial Issue exceed the maximum number of Ordinary Shares available (notwithstanding any such reallocation) or such lower number of Ordinary Shares as the Directors determine, applications under the Initial Issue (other than applications up to Qualifying Shareholders' full entitlement under the Open Offer) will be scaled back at the Company's discretion (after consultation with the Joint Bookrunners and the Investment Manager).

General Meeting

The Company expects today to publish the Circular in connection with the proposals regarding the issue of new Ordinary Shares and to approve the proposed changes to the Company's investment objective and investment policy.

The General Meeting will be held at the offices of the Investment Manager, at 6th Floor St Magnus House, 3 Lower Thames Street, London, England, EC3R 6HD on 23 June 2022 at 12.00 p.m. The formal notice convening the General Meeting will be included in the Circular expected to be published later today.

The ability to issue new Ordinary Shares pursuant to the Share Issuance Programme will expire on 6 June 2023 or such earlier date or time: (i) at which the maximum number of Ordinary Shares to be issued pursuant to the Share Issuance Programme have been issued; or (ii) at the discretion of the Directors.

Initial Admission

It is anticipated that dealings in Ordinary Shares issued pursuant to the Initial Issue will commence on 27 June 2022. Applications will be made to the FCA and the London Stock Exchange for all of the Ordinary Shares issued pursuant to the Initial Issue to be admitted to the premium segment of the Official List and to trading on the premium segment of the London Stock Exchange's main market.

If any Ordinary Shares are issued in certificated form it is expected that share certificates would be despatched during the week commencing 4 July 2022 (or as soon as possible thereafter). No temporary documents of title will be issued.

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.£1.6 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 175 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 and the Circular may, subject to certain access restrictions, be obtained from 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.

This is a financial promotion and is not intended to be investment advice. The content of this announcement, which has been prepared by and is the sole responsibility of the Company, has been approved by Downing LLP, which is authorised and regulated by the FCA, solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000 (as amended).

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 available under the Initial Issue and the Share Issuance Programme 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) 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 available under the Initial Issue and the Share Issuance Programme 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 thereunder. Subject to certain exceptions, the Ordinary Shares available under the Initial Issue and the Share Issuance Programme 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 for which marketing approval has been obtained). 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 Prospectus or the Circular) 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.

This announcement contains forward looking statements, including, without limitation, statements including the words "believes", "estimates", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology. Such forward looking statements involve unknown risks, uncertainties and other factors which may cause the actual results, financial condition, performance or achievements of the Company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

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, Gallium Fund Solutions Limited, Downing LLP, Singer Advisory, Singer Capital Markets and Winterflood 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, UK MAR or other applicable laws, regulations or rules.

The information in this announcement is for background purposes only and does not purport to be full or complete. None of Singer Advisory, Singer Capital Markets, Winterflood or any of their respective affiliates, accepts 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 or associated companies, 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 the announcement or its contents or otherwise arising in connection therewith. Each of Singer Advisory, Singer Capital Markets, Winterflood and its respective affiliates, accordingly disclaim all and any liability whether arising in tort, contract or otherwise which they might otherwise be found to have in respect of this announcement or its contents or otherwise arising in connection therewith.

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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[1] Total return calculated on the 98 pence per Ordinary Share net proceeds of the IPO, the NAV per share as at 31 March 2022 and dividends paid to 31 March 2022.  

[2] The dividend targets and NAV total return targets stated in this announcement are targets only and not profit forecasts. There can be no assurance that these targets will be met, or that the Company will make any distributions at all and they should not be taken as an indication of the Company's expected future results. The Company's actual returns will depend upon a number of factors, including but not limited to, the Company's net income and the level of ongoing charges. Accordingly, potential investors should not place any reliance on these targets in deciding whether or not to invest in the Company and should decide for themselves whether or not the target dividend and target NAV total return are reasonable or achievable. Investors should note that references to "dividends" and "distributions" are intended to cover both dividend distributions and distributions which are designated as an interest distribution for UK tax purposes and therefore subject to the interest streaming regime applicable to investment trusts.

[3] The dividend targets and NAV total return targets stated in this announcement are targets only and not profit forecasts. There can be no assurance that these targets will be met, or that the Company will make any distributions at all and they should not be taken as an indication of the Company's expected future results. The Company's actual returns will depend upon a number of factors, including but not limited to, the Company's net income and the level of ongoing charges. Accordingly, potential investors should not place any reliance on these targets in deciding whether or not to invest in the Company and should decide for themselves whether or not the target dividend and target NAV total return are reasonable or achievable. Investors should note that references to "dividends" and "distributions" are intended to cover both dividend distributions and distributions which are designated as an interest distribution for UK tax purposes and therefore subject to the interest streaming regime applicable to investment trusts.

 

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