Publication of a Prospectus and Circular

RNS Number : 2579R

Renewables Infrastructure Grp (The)

05 March 2021

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.

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 the Prospectus (as defined herein). 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 in which the same would be unlawful. 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.

Defined terms in this announcement will have the same meaning as defined in the Prospectus.

This announcement has been determined to contain inside information for the purposes of the UK version of the market abuse regulation (EU) No.596/2014.

The Renewables Infrastructure Group Limited

(TRIG or the Company, a London-listed investment company advised by InfraRed Capital Partners (InfraRed) as Investment Manager and Renewable Energy Systems (RES) as Operations Manager)

Share Issuance Programme and Initial Issue

5 March 2021

The Renewables Infrastructure Group Limited, the FTSE 250 renewable infrastructure investment company with a diversified portfolio of 77 renewable energy investments (including commitments) across Europe, announces that it will shortly publish a prospectus and circular to put in place a new 12 month share issuance programme in respect of up to 600 million New Shares (the Share Issuance Programme).

Pursuant to the Share Issuance Programme, the Company also announces the launch of the Initial Issue, which will comprise the Initial Open Offer, the Initial Intermediaries Offer, the Initial Offer for Subscription, and the Initial Placing (the Initial Issue) at an issue price of 123 pence per Ordinary Share (the Initial Issue Price). The Board believes that it is important to offer all investors the opportunity to participate in the Company's growth, including smaller private shareholders who are not permitted to participate in institutional placings. 

The Board intends to use the net proceeds of each Issue under the Share Issuance Programme (including the Initial Issue) towards making investments into renewable energy infrastructure assets in accordance with the Company's investment policy, including outstanding commitments and repaying debt drawn under the Revolving Credit Facility in acquiring assets.  

Key highlights of the Initial Issue

· Existing Shareholders are entitled to subscribe for 1 New Ordinary Share for every 10 Ordinary Shares held on the Record Date (being 3 March 2021), as well as further New Ordinary Shares if they so wish through the Excess Application Facility. 

· The Initial Issue Price of 123 pence per Ordinary Share represents a discount of 5.7 per cent. to the closing mid-market share price of an Ordinary Share of 130.4p as at 4 March 2021 (being the Latest Practicable Date).

· New Ordinary Shares issued pursuant to the Initial Issue will be entitled to receive the first quarterly interim dividend of 1.69 pence per Ordinary Share with respect to the three months to 31 March 2021, which is expected to be declared in May 2021 and paid in June 2021. The target dividend set by the Board for financial year 2021 is 6.76 pence[1].

The Directors have reserved the right, in consultation with the Joint Bookrunners and the Investment Manager, to increase the size of the Initial Issue in the event that overall demand for the New Ordinary Shares exceeds the target size.  

The Initial Issue is being conducted in accordance with the terms and conditions as set out in the Prospectus.

Investec Bank plc is acting as Sole Sponsor and Joint Bookrunner with Liberum Capital Limited in respect of the Share Issuance Programme and the Initial Issue.

Helen Mahy CBE, Chairman of the Company, commented:

"Investment in renewables is at the heart of the transition to net zero carbon economics. TRIG's diversified portfolio of wind farms and solar parks across the UK and continental Europe is capable of powering over one million homes and displacing over 1.3 million tonnes of carbon emissions p.a. Further growth of the portfolio, financed through this share issuance programme, will increase TRIG's contribution to decarbonisation, whilst also delivering to investors an attractive dividend yield. We welcome investment from existing and new, private and institutional, shareholders."  

Background to and rationale for the Share Issuance Programme and the Initial Issue

Demand for renewable energy installed capacity results directly from the decarbonisation agenda, which is central to government policy across Europe, with increasing electrification of the energy system and renewables build-out at the core of recent policy developments such as the EU's New Green Deal and the UK's 2020 Energy White Paper.

Within this context, the Directors believe that an investment in the Company offers the following attractive characteristics that provide exposure to this dynamic:

· a current portfolio of 1,820MW of net generating capacity^[2], enough renewable power for over one million homes and displacing over 1.3 million tonnes of carbon emissions per annum^[3], diversified across both geographies and technologies;

· current geographical exposure across the UK, France, Ireland, Germany and Sweden, with other European geographies under active consideration;

· a current portfolio that comprises 47 wind farms (42 onshore and five offshore), 28 solar PV parks, one battery storage facility and one mezzanine debt investment in a mixed portfolio;

· a targeted aggregate dividend of 6.76 pence per Ordinary Share for the year ending 31 December 2021, which it intends to pay in four interim quarterly dividends of 1.69 pence per Ordinary Share in June, September and December 2021 and March 2022^[4]; 

· two experienced Managers - InfraRed Capital Partners and Renewable Energy Systems - advising the Company with complementary skills;

· a responsible approach to investing whereby sustainability is fully integrated into the Investment Manager's investment process and each Portfolio Company takes responsibility for its environmental, social and governance impacts, risks and opportunities;

· investments that contribute to multiple United Nations Sustainable Development Goals[5] ("SDGs"), in particular, SDG 7 (affordable and clean energy), SDG 9 (develop industry, innovation & infrastructure) and SDG 13 (climate action);

· a right of first offer over onshore wind and solar PV assets developed by Renewable Energy Systems in the UK and Northern Europe;

· an ability to acquire assets under construction, subject to the limits set out in the Company's Investment Policy, thereby enabling the acquisition of assets at more attractive pricing; and

· a competitive ongoing charges percentage (of 0.94 per cent^[6] for 2020).

TRIG is a supporter of the recommendations of the Task Force on Climate-related Financial Disclosure, is a Guernsey Green Fund and is in receipt of the London Stock Exchange's Green Economy Mark.

While different months and seasons during the year exhibit variable energy outcomes based on prevailing weather conditions, and individual assets can exhibit downtime or be affected by other constraints on production, the Company's portfolio scale and diversification, both by geography and by generating technology, results in a more predictable overall outcome over the longer term.

Many of the Company's investments rely on contracted or statutory support schemes that the Directors and the Managers believe are stable. These typically include long-term Feed-in Tariffs or Contract for Difference mechanisms in the UK, France, Ireland and Germany and in the UK and Nordics, Power Purchase Agreements (PPAs) supported by Renewables Obligation Certificates in the UK and el-certificates in Sweden. The support schemes in the UK, France and Ireland are directly linked to inflation and, as a consequence, 61 per cent. of the Company's projected revenues over the five years to December 2025 is directly inflation linked.

Investments also rely on the sale of electricity into the wholesale markets, either throughout their operational lives or from when support mechanisms end. The impact of changes in power prices is reduced through management of the Company's power price sensitivity. Exposure to power prices can be reduced through the acquisition of projects with government-backed, fixed power price revenues and fixing unsubsidised revenues through offtake agreements or hedging instruments. Following completion of the acquisition of the Beatrice Wind Farm, only approximately 16 per cent. of the Company's current forecast project-level revenues in respect of the financial year ending 31 December 2021 (based on projections from the Current Portfolio) is currently linked to wholesale electricity prices. The balance of the Company's portfolio in the short term benefits from various Feed-in Tariffs or Contract for Difference mechanisms or fixed price PPAs. Over time, exposure to wholesale electricity prices will increase as these mechanisms or fixes expire. Approximately 22 per cent. and 26 per cent. of the Company's current forecast project-level revenues in respect of the periods from 1 January 2021 to 31 December 2025 and 31 December 2030, respectively, (based on projections from the Current Portfolio) are currently linked to wholesale electricity prices.

Outstanding Commitments and Revolving Credit Facility

The Company currently has £65 million of drawings under its £500 million Revolving Credit Facility.  As at 4 March 2021, the Company also has outstanding commitments of £392 million in respect of the following investments (together the Outstanding Commitments), of which £313 million is expected to fall due before 30 June 2021:

· completion of the acquisition of a 17.5 per cent. equity interest in the Beatrice operating offshore wind farm in the UK with a generating capacity of 588MW (the Beatrice Wind Farm);

· ongoing investment in respect of the construction of Grönhult, a 67MW onshore wind farm in Sweden, which is due to become operational in 2022 (the Grönhult Wind Farm); and

· ongoing investment in respect of the construction of Blary Hill, a 35MW onshore wind farm in the UK which is due to become operational in 2022 (the Blary Hill Wind Farm) . 

Net Asset Value

The NAV per Ordinary Share (audited) at 31 December 2020 was 115.3p. For the financial year ended 31 December 2020, the NAV total return per Ordinary Share (based on dividends paid and NAV appreciation) was 6.1 per cent. Since the IPO in 2013, the NAV total return per Ordinary Share over the period to 31 December 2020 was 8.1 per cent. on an annualised basis[7].

Following the UK Budget statement on 3 March 2021, the Chancellor of the Exchequer announced that UK Corporation Tax is to increase from the current rate of 19 per cent. to 25 per cent. with effect from April 2023.  The Investment Manager estimates that this change, taken in isolation, would reduce the December 2020 NAV by approximately 3 pence per Ordinary Share.

Outlook for power prices

The direction that government policy will take in order to achieve net-zero in the Company's core markets of the UK and Europe is now becoming clearer. In the UK, for example, 2020 saw the publication of the Government's Energy White Paper which provides a framework for the UK's path to net zero carbon emissions by 2050. That framework contemplates significant electrification of heating and transport powered by renewable electricity, bringing about a shift to electricity over other forms of power, whilst reducing overall energy consumption.  The UK Government's analysis suggests electricity demand could double by 2050. On the supply side, the UK Government has reiterated its target of 40GW offshore wind capacity by 2030, although there is an ongoing debate as to whether it is possible to achieve deployment of 40GW by that date given the constraints of build capacity and the timescales involved in permitting.

In producing their quarterly figures, power price forecasters have the task of factoring in both the anticipated pace of renewable energy buildout and the likely increase in demand for electricity brought about by the push to electrify transport, heating and industry. The December 2020 GB power price forecasts used in formulating the Company's most recent NAV valuation (as at 31 December 2020) assumed approaching c.30GW of UK offshore wind would be deployed by 2030 (which in itself is a substantial increase from the 10GW of UK offshore wind operational at present). 

The next power price forecasts are due at the end of March 2021. Given the increase in size of the upcoming 2021 Contract for Difference Allocation Round (from 6GW in Round 3 to 12GW in Round 4), and bearing in mind other developments within the industry such as the strong levels of interest shown in the recent seabed auctions, the Investment Manager anticipates that the power price forecasters will now assume a faster pace of renewable energy buildout (particularly around 2030) than they have to date, which will have a dampening impact on power price forecasts. The Investment Manager also expects some level of read across to other neighbouring power markets. 

The Company will next undertake a formal valuation exercise for the 30 June 2021 interim results. The end of June power price forecasts will be used in the valuation at that point. Any reduction in the valuation to reflect a shift in projected power prices would be expected to be partially offset by changes to discount rates (including reduction of the discount rate by virtue of lower exposure to power prices given the reduced forecasts), operational performance and value enhancements. The 30 June 2021 interim results are due to be announced in early August 2021.

The Share Issuance Programme

After due consideration of the Company's strategy and in light of the amount currently drawn down under the Revolving Credit Facility, the Outstanding Commitments and the pipeline of further investment opportunities, the Board has concluded that it is now appropriate to put in place a new 12 month Share Issuance Programme. 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 single assets or portfolios that become available in the market from time to time.

As part of the implementation of the Share Issuance Programme, the Board is seeking Shareholder approval both for the disapplication of pre-emption rights in connection with the proposed issue, in aggregate, of up to 600 million New Ordinary Shares and/or C Shares pursuant to the Share Issuance Programme and authority to allot New Shares in connection with the Share Issuance Programme. Any New Ordinary Shares issued pursuant to the Share Issuance Programme will be issued at a premium to the prevailing Net Asset Value per Ordinary Share, after the related costs have been deducted.

Ordinary Shareholders are being asked to vote on the Proposal to enable the Company to comply with its various legal and regulatory obligations. The disapplication of pre-emption rights in respect of the issue of New Ordinary Shares and/or C Shares under the Share Issuance Programme on a non-pre-emptive basis and the authority to allot such shares are required to be approved by Ordinary Shareholders pursuant to the Company's Articles.

The Board considers that the Proposal is in the best interests of the Company and Shareholders as a whole and accordingly recommends that Shareholders vote in favour of the Resolutions to be proposed at the Extraordinary General Meeting.

The Directors believe that the Share Issuance Programme (including the Initial Issue) will have the following benefits for the Company and Shareholders:

· the acquisition of additional renewable energy assets, whether through recycling debt drawn down under the Revolving Credit Facility or through direct investment of the proceeds of the Initial Issue or any subsequent Issue under the Share Issuance Programme, will further grow and diversify the Portfolio, contributing to reduce carbon emissions;

· it will enable the Company to repay debt drawn under the Revolving Credit Facility (thereby providing the Company with more capacity under its Revolving Credit Facility for Further Investments) and provide funding towards meeting the Outstanding Commitments and/or to make further investments in accordance with the Company's investment policy;

· having a greater number of Ordinary Shares in issue (including where Ordinary Shares are issued following the conversion of any C Shares issued under the Share Issuance Programme) is likely to provide Shareholders with increased secondary market liquidity;

· facilitating the issuance of New Shares at a premium to NAV which is NAV accretive to existing Shareholders;

· increasing the size of the Company will help to make the Company more attractive to a wider investor base and increase the scope for institutional and retail investment in the Company;

· the Company's fixed running costs will be spread across a larger equity capital base, thereby further reducing the Company's fixed on-going expenses per Ordinary Share; and

· the Company has a tiered management fee which reduces from 1 per cent. of the Adjusted Portfolio Value to 0.8 per cent. of the Adjusted Portfolio Value in excess of £1 billion and up to £2 billion, to 0.75 per cent. of the Adjusted Portfolio Value in excess of £2 billion and up to £3 billion, and to 0.7 per cent. of the Adjusted Portfolio Value in excess of £3 billion.

The Initial Issue

Under the Initial Placing, the Initial Open Offer, the Initial Offer for Subscription and the Intermediaries Offer, the Company is seeking to issue up to 195 million New Ordinary Shares at an issue price of 123 pence per New Ordinary Share. Approximately 190.3 million New Ordinary Shares are being reserved for Shareholders under the Initial Open Offer under which Shareholders will be entitled to subscribe for one New Ordinary Share for every 10 Ordinary Shares held on the Record Date. The balance of the New Ordinary Shares available under the Initial Issue (including any entitlements not taken up under the Initial Open Offer) will be allocated to the Initial Placing, the Initial Offer for Subscription, the Intermediaries Offer and/or the Excess Application Facility at the absolute discretion of the Company, in consultation with the Joint Bookrunners.

The Directors have reserved the right, in consultation with the Joint Bookrunners and the Investment Manager, to increase the size of the Initial Issue in the event that overall demand for the New Ordinary Shares exceeds the target size. The maximum amount raised under the Initial Issue will not exceed £300 million.

Each of the following Directors have confirmed that they intend to subscribe for the following number of New Ordinary Shares under the Initial Issue: Helen Mahy 16,260 New Ordinary Shares, Shelagh Mason 85,365 New Ordinary Shares, Tove Feld 16,260 New Ordinary Shares and Klaus Hammer 16,260 New Ordinary Shares.

The Initial Open Offer and Excess Application Facility

Under the Initial Open Offer, up to an aggregate amount of approximately 190.3 million New Ordinary Shares will be made available to Qualifying Shareholders at the Issue Price pro rata to their holdings of Existing Ordinary Shares, on the terms and subject to the conditions of the Initial Open Offer, on the basis of:

1 New Ordinary Share for every 10 Existing Ordinary Shares held at the Record Date (being the close of business on 3 March 2021).

The balance of the New Ordinary Shares to be made available under the Initial Issue, together with any New Ordinary Shares not taken up pursuant to the Initial Open Offer, will be made available under the Excess Application Facility, the Initial Placing, the Initial Offer for Subscription and/or the Intermediaries Offer at the absolute discretion of the Company, in consultation with the Joint Bookrunners.

The latest time and date for acceptance and payment in full in respect of the Initial Open Offer will be 11.00 a.m. on 23 March 2021. If the Initial Issue proceeds, valid applications under the Initial Open Offer will be satisfied in full up to applicants' Open Offer Entitlements. Qualifying Shareholders are also being offered the opportunity to subscribe for New Ordinary Shares in excess of their Open Offer Entitlements under the Excess Application Facility, described below.

Subject to availability, Qualifying Shareholders who take up all of their Open Offer Entitlements may also apply under the Excess Application Facility for additional New Ordinary Shares in excess of their Open Offer Entitlement. The Excess Application Facility will comprise such number of New Ordinary Shares, if any, which in their absolute discretion (in consultation with the Joint Bookrunners, the Investment Manager and the Operations Manager) the Directors determine to make available under the Excess Application Facility, which may include any New Ordinary Shares which are not taken up by Qualifying Shareholders pursuant to their Open Offer Entitlements, fractional entitlements under the Initial Open Offer which have been aggregated and any New Ordinary Shares which would otherwise have been available under the Initial Placing, the Initial Offer for Subscription or the Intermediaries Offer but which the Directors determine to allocate to the Excess Application Facility (including any additional New Ordinary Shares which may be made available under the Initial Issue if the Directors exercise their discretion to increase the size of the Initial Issue). No assurance can be given that any New Ordinary Shares will be allocated to, and made available under, the Excess Application Facility.

The Initial Intermediaries Offer

Members of the general public in the UK may be eligible to apply for New Ordinary Shares through the Intermediaries Offer, by following their relevant application procedures, by no later than 11.00 a.m. on 23 March 2021. The Intermediaries Offer is being made to retail investors in the UK only.

The Initial Offer for Subscription

The Offer for Subscription is being made in the UK only but, subject to applicable law, the Company may allot and issue New Ordinary Shares on a private placement basis to applicants in other jurisdictions. The Offer for Subscription will open on 5 March 2021 and the latest time and date for receipt of completed Offer for Subscription Application Forms under the Offer for Subscription is 11.00 a.m. on 23 March 2021. 

Applications under the Offer for Subscription must be made using the Offer for Subscription Application Form and must be for a minimum of 500 New Ordinary Shares, although the Board may accept applications below the minimum amounts stated above in their absolute discretion. Only one application for New Ordinary Shares may be made by a person under the Offer for Subscription and multiple applications from the same person under the Offer for Subscription will not be accepted.

The Initial Placing

The Company, the Joint Bookrunners, the Investment Manager and the Operations Manager have entered into the Placing Agreement, pursuant to which the Joint Bookrunners have agreed, subject to certain conditions, to use reasonable endeavours to procure as agent for, and on behalf of the Company, subscribers and placees for New Shares under the Share Issuance Programme, including New Ordinary Shares available under the Initial Placing at the Initial Issue Price. The Initial Placing is not underwritten.

The Initial Placing will close at 11.00 a.m. on 24 March 2021 (or such later date, not being later than 30 April 2021, as the Company and the Joint Bookrunners may agree).

Application for admission

Application will be made to the Financial Conduct Authority and London Stock Exchange plc for the New Ordinary Shares to be issued pursuant to the Initial Issue to be admitted to the premium segment of the Official List and to trading on the Main Market. It is expected that Initial Admission will become effective, and dealings commence in respect of the New Ordinary Shares, at 8.00 a.m. on or around 26 March 2021.

Extraordinary General Meeting

The Proposal is conditional on the approval of Shareholders of the Resolution to be put to the Extraordinary General Meeting, which has been convened for 9.30 a.m. on Thursday, 25 March 2021. The Notice convening the Extraordinary General Meeting is set out in the Circular.

Publication of Circular and Prospectus

The Circular and Prospectus will shortly be available for viewing on the Company's website at www.trig-ltd.com and on the National Storage Mechanism at https://www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storage-mechanism

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

Expected Timetable

	2021
Record Date for entitlement under the Initial Open Offer	close of business on 3 March
Announcement of Share Issuance Programme and Initial Issue, publication and posting of the Prospectus, Form of Proxy and Open Offer Application Forms	5 March
Initial Placing, Initial Open Offer, Initial Offer for Subscription and Intermediaries Offer opens	5 March
Ex-entitlement date for the Initial Open Offer	8.00 a.m. on 5 March
Open Offer Entitlements and Excess CREST Open Offer Entitlements credited to stock accounts of Qualifying CREST Shareholders in CREST	8 March
Recommended latest time for requesting withdrawal of Open Offer Entitlements and Excess CREST Open Offer Entitlements from CREST	4.30 p.m. on 17 March
Latest time for depositing Open Offer Entitlements and Excess CREST Open Offer Entitlements into CREST	3.00 p.m. on 18 March
Latest time and date for splitting of Open Offer Application Forms (to satisfy bona fide market claims only)	3.00 p.m. on 19 March
Latest time and date for receipt of Forms of Proxy	9.30 a.m. on 23 March
Latest time and date for receipt of completed Application Forms from Intermediaries in respect of the Intermediaries Offer	11.00 a.m. on 23 March
Latest time and date for receipt of completed Application Forms and payment in full under the Initial Offer for Subscription	11.00 a.m. on 23 March
Latest time and date for receipt of completed Application Forms and payment in full under the Open Offer (including the Excess Application Facility) or settlement of relevant CREST instruction	11.00 a.m. on 23 March
Latest time and date for receipt of commitments under the Initial Placing	11.00 a.m. on 24 March
Results of the Initial Placing, Initial Open Offer, Initial Offer for Subscription and Intermediaries Offer announced	24 March
Extraordinary General Meeting	9.30 a.m. on 25 March
Initial Admission and commencement of dealings in New Ordinary Shares issued pursuant to the Initial Placing, Initial Open Offer, Initial Offer for Subscription and Intermediaries Offer	8.00 a.m. on 26 March
CREST members' accounts credited in respect of New Ordinary Shares issued in uncertificated form pursuant to the Initial Placing, Initial Open Offer, Initial Offer for Subscription and the Intermediaries Offer	as soon as practicable on 26 March
Despatch of definitive share certificates for New Ordinary Shares in certificated form issued pursuant to the Initial Issue	week commencing 5 April
Admission and crediting of CREST accounts in respect of subsequent Tranches	8.00 a.m. on the Business Day on which the relevant New Shares are allotted
Share Issuance Programme closes	2022 by 4 March

Notes:

· All references are to London time unless otherwise indicated.

· The times and dates set out in the expected timetable and mentioned throughout this announcement may, in certain circumstances, be adjusted by the Company (with the prior approval of the Joint Bookrunners).  In the event that such dates and/or times are changed, the Company will notify investors who have applied for New Shares of changes to the timetable either by post, by electronic mail or by the publication of a notice through a Regulatory Information Service provider to the London Stock Exchange.

· Underlying Applicants who apply under the Intermediaries Offer for New Ordinary Shares will not receive share certificates.

LEI:  213800N06Q7Q7HMOMT20

Enquiries

InfraRed Capital Partners Limited      [phone]

Richard Crawford

Phil George

Minesh Shah

Mohammed Zaheer

Investec Bank plc         [phone]

Dominic Waters, Neil Brierley, Will Barnett (Sales)

Lucy Lewis, Denis Flanagan (Corporate Finance)

Tom Skinner (Corporate Broking)

Liberum Capital Limited      [phone]

Andrew Davies, Jack Kershaw, James Shields (Sales)

Chris Clarke, Gillian Martin, Louis Davies (Corporate Finance)

MaitlandAMO                                                            [phone]

James Isola

Zara de Belder

Notes

At TRIG, our purpose is to generate sustainable returns for shareholders from a diversified portfolio of renewables infrastructure that contribute towards a zero-carbon future. The Company is an established investor in renewables infrastructure, owning over 1.8GW of generating capacity in wind, solar and energy storage infrastructure in the UK, France, Ireland, Sweden and Germany, with a portfolio value in excess of £2.2bn. 

The Company aims to provide its investors with long-term, stable dividends and to retain the portfolio's capital through re-investment of surplus cash flows after payment of dividends. TRIG has declared over £300m in dividends since its IPO in 2013. Total shareholder return during this period, measured on dividends paid plus increase in net asset value, has been in excess of 8% on an annualised basis[8].

The Company is jointly Managed by the Investment Manager, InfraRed Capital Partners, and the Operations Manager, Renewable Energy Systems. Both Managers are established organisations with a combined track record of 62 years of expertise in infrastructure investment and operations. The Managers are overseen by an independent board of Non-executive directors, providing scrutiny over the Company's strategy, operations and investment decisions.

Important Notice

The contents of this announcement, which has been prepared by and is the sole responsibility of the Company, have been approved by InfraRed Capital Partners Limited solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000.

Investec Bank plc (Investec Bank) is authorised in the United Kingdom by the Prudential Regulation Authority and regulated by the FCA and the Prudential Regulation Authority. Investec Europe Limited (trading as Investec Europe, Investec Europe), acting as agent on behalf of Investec Bank in certain jurisdictions in the EEA (together Investec Bank and Investec Europe hereinafter referred to as Investec), is regulated in Ireland by the Central Bank of Ireland. Liberum Capital Limited (Liberum, and together with Investec, the Joint Bookrunners) is authorised and regulated in the United Kingdom by the FCA . Each of Investec and Liberum are acting exclusively for the Company and for no one else in connection with the Share Issuance Programme, each placing under it (including the Initial Placing) and the matters referred to in the Prospectus, will not regard any other person as their respective clients in relation to any placing (including the Initial Placing)  and will not be responsible to anyone other than the Company for providing the protections afforded to clients of the Joint Bookrunners or for providing advice in relation to the Share Issuance Programme, any placing under it (including the Initial Placing), or any other matters referred to herein.  This does not exclude any responsibilities or liabilities of either of the Joint Bookrunners under FSMA or the regulatory regime established thereunder.

The New Shares offered by the prospectus (comprising a summary, securities note and registration document)  published by the Company and dated 5 March 2021 (the Prospectus) 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 (as defined below) and accordingly may not be offered, sold or transferred within the United States of America, its territories or possessions, any State of the United States or the District of Columbia (the United States) except pursuant to an exemption from, or in a transaction not subject to, registration under the U.S. Securities Act. The Initial Issue is being made (i) outside the United States in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Regulation S and (ii) to persons located inside the United States or to U.S. Persons that are ''qualified institutional buyers'' (as the term is defined in Rule 144A under the U.S. Securities Act) that are also ''qualified purchasers'' within the meaning of section 2(A)(51) of the U.S. Investment Company Act in reliance on an exemption from registration provided by section 4(A)(2) under the U.S. Securities Act.

The Company has not been and will not be registered under the U.S. Investment Company Act of 1940, as amended (the U.S. Investment Company Act) and investors will not be entitled to the benefits of the U.S. Investment Company Act. This announcement does not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for New Shares in any jurisdiction including, without limitation, the United States, Australia, Canada, Japan or South Africa or any other jurisdiction in which such offer or solicitation is or may be unlawful (an "Excluded Territory"). This announcement and the information contained therein are not for publication or distribution, directly or indirectly, to persons in an Excluded Territory unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction.

This announcement does not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for New Shares in any jurisdiction including, without limitation, any Excluded Territory. This announcement and the information contained therein are not for publication or distribution, directly or indirectly, to persons in an Excluded Territory unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction.

No application to market the New Shares has been made by the Company under the relevant private placement regimes in any member state of the EEA other than the Republic of Ireland, Sweden and the Netherlands. No marketing of New Shares in any member state of the EEA other than the United Kingdom, the Republic of Ireland, Sweden and the Netherlands will be undertaken by the Company save to the extent that such marketing is permitted by the AIFM Directive as implemented in the Relevant Member State.

The distribution of this announcement, and/or the issue of New Shares in certain jurisdictions may be restricted by law and/or regulation. No action has been taken by the Company, the Joint Bookrunners or any of their respective affiliates as defined in Rule 501(b) under the U.S. Securities Act (as applicable in the context used, Affiliates) that would permit an offer of the New Shares or possession or distribution of this announcement or any other publicity material relating to the New Shares in any jurisdiction where action for that purpose is required (other than the United Kingdom, the Republic of Ireland, Sweden and the Netherlands). Persons receiving this announcement are required to inform themselves about and to observe any such restrictions.

None of the Company, the Investment Manager, the Operations Manager, Investec or Liberum 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 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. The Company, the Investment Manager, the Operations Manager, Investec and Liberum and their respective affiliates accordingly disclaim all and any liability whether arising in tort, contract or otherwise which they might otherwise have in respect of this announcement or its contents or otherwise arising in connection therewith.

This announcement includes 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", "forecasts", "projects", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. All forward-looking statements address matters that involve risks and uncertainties and are not guarantees of future performance. Accordingly, there are or will be important factors that could cause the Company's actual results of operations, performance or achievement or industry results to differ materially from those indicated in these statements. Any forward-looking statements in this announcement reflect the Company's current views with respect to future events and are subject to these and other risks, uncertainties and assumptions relating to the Company's operations, results of operations, growth strategy and liquidity. Given these uncertainties, prospective investors are cautioned not to place any undue reliance on such forward-looking statements. These forward-looking statements apply only as of the date of this announcement.

Information to distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (Directive 2014/65/EU); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing Directive 2014/65/EU; (c) local implementing measures; and/or (d) (where applicable to UK investors or UK firms) the relevant provisions of the UK MiFID Laws (including the FCA's Product Intervention and Governance Sourcebook (PROD)) (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 New Shares have been subject to a product approval process, which has determined that such New Shares are: (i) compatible with an end target market of (a) retail 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, (b) investors who meet the criteria of professional clients and (c) eligible counterparties, each as defined in Directive 2014/65/EU; and (ii) eligible for distribution through all distribution channels as are permitted by Directive 2014/65/EU (the Target Market Assessment).

Notwithstanding the Target Market Assessment, distributors should note that: the price of the New Shares may decline and investors could lose all or part of their investment; the New Shares offer no guaranteed income and no capital protection; and an investment in the New 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 Share Issuance Programme (including the Initial Issue). Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Bookrunners will only procure investors through the Initial Placing 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 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 New Shares.

Each distributor (including the Intermediaries) is responsible for undertaking its own target market assessment in respect of the New Shares and determining appropriate distribution channels.

PRIIPs Regulation

In accordance with the UK version of the EU PRIIPs Regulation (1286/2014) which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended (the "UK PRIIPs Laws"), a key information document in respect of an investment in the Ordinary Shares has been prepared by the Company and is available to investors at www.trig-ltd.com. If a new class of C Shares is issued under the Share Issuance Programme, the Company will make available a key information document in relation to such class of C Shares as required under the UK PRIIPs Laws. If you are distributing any class of shares in the Company, it is your responsibility to ensure that the relevant key information document is provided to any clients that are "retail clients".

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[1] For the avoidance of doubt the New Ordinary Shares will not rank for the fourth interim dividend payable in respect of the three months ended 31 December 2020 which was declared on 4 February 2021 and will be paid on 31 March 2021.

[2]  Includes capacity committed for but not yet built at Blary Hill Wind Farm and Grönhult Wind Farm, and the investment commitment for the Beatrice Wind Farm which is expected to complete during March 2021.

[3] On a committed basis at the date of this announcement, and based on average regional household electricity consumption figures and the IFI Approach to GHG Accounting for Renewable Energy. The Company's portfolio, in 2020, generated electricity capable of powering a million homes and displaced c. 1.2 million tonnes of CO2.

[4] T he target dividends set out above are not profit forecasts and there can be no assurance that these targets can or will be achieved and they should not be seen as an indication of the Company's expected or actual results or returns.

[5] https://www.un.org/sustainabledevelopment

[6] U sing the methodology of the Association of Investment Companies (AIC).

[7] Past performance is not a reliable indicator of future results. There can be no guarantee that targets will be met or that investors will receive a return of their capital. Capital and income at risk.

[8]  Past performance is not a reliable indicator of future results. There can be no assurance that targets will be met or that investors will receive a return of their capital. Capital and income at risk.

 

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