20th May 2022 07:00
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, TO US PERSONS OR INTO OR WITHIN THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, SOUTH AFRICA OR JAPAN, OR ANY MEMBER STATE OF THE EEA (OTHER THAN ANY MEMBER STATE OF THE EEA WHERE THE COMPANY'S SECURITIES MAY BE LEGALLY MARKETED), OR ANY OTHER JURISDICTION WHERE, OR TO ANY OTHER PERSON TO WHOM, TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
20 May 2022
ECOFIN U.S. RENEWABLES INFRASTRUCTURE TRUST PLC
Results of Placing and REX Retail Offer
Further to the announcement on 10 May 2022, the Board of Ecofin U.S. Renewables Infrastructure Trust PLC ("RNEW" or the "Company") announces that it has raised aggregate gross proceeds of $13.1 million. $10.8 million was raised pursuant to the Placing and £1.8 million (equivalent to approximately $2.3 million using the Relevant Sterling Exchange Rate, as defined below) was raised pursuant to the REX Retail Offer.
Accordingly, the Company will issue a total of 12,927,617 new Ordinary Shares at the Issue Price of $1.015 per new Ordinary Share, of which 10,687,323 new Ordinary Shares will be issued pursuant to the Placing and 2,240,294 new Ordinary Shares will be issued pursuant to the REX Retail Offer (together, the "New Ordinary Shares").
Applications will be made for the admission of the New Ordinary Shares to the premium listing category of the Official List of the Financial Conduct Authority and to trading on the premium segment of the London Stock Exchange's Main Market. It is expected that Admission will become effective and that dealings for normal settlement in the New Ordinary Shares will commence at 8 a.m. on 24 May 2022.
The New Ordinary Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with existing Ordinary Shares including the right to receive all dividends and other distributions declared, made or paid after their date of issue. The New Ordinary Shares will be entitled to receive the interim quarterly dividend of 1.4 cents per Ordinary Share declared on 28 April 2022 and expected to be paid on 10 June 2022.
Following Admission, the Company will have 138,026,751 Ordinary Shares in issue in aggregate. The total voting rights in the Company will be 138,026,751 and this figure may be used by Shareholders as the denominator for the calculations by which they may determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.
The following Directors of the Company have participated in the Issue. Details of such subscriptions in the Issue are as follows:
Director | Number of shares held prior to the issue | Number of shares subscribed for in the issue | Number of shares held after the issue | Percentage of shares outstanding after the issue |
Patrick O'D Bourke | 54,436 | 50,000 | 104,436 | 0.08% |
David Fletcher | 41,633 | 15,311 | 56,944 | 0.04% |
Louisa Vincent | 28,057 | 4,899 | 32,956 | 0.02% |
*Number of shares held after the Issue includes their respective families' holdings
The Company shortly will also be making a notification and public disclosure of transactions by the Directors and persons discharging managerial responsibilities and persons closely associated with them in accordance with the requirements of UK MAR giving more details of the above dealings.
Dealing Codes
Ticker (in respect of shares traded in USD) | RNEW |
ISIN for the Ordinary Shares | GB00BLPK4430 |
SEDOL for the Ordinary Shares | BLPK443
|
Ticker (in respect of shares traded in GBP) | RNEP |
ISIN for the Ordinary Shares | GB00BLPK4430 |
SEDOL for the Ordinary Shares | BMXZ812 |
For the purposes of participation in the Issue, the Relevant Sterling Exchange Rate, being the Sterling to U.S. Dollar spot exchange rate published by Bloomberg at 1 p.m. on 19 May 2022 was 1:1.2432. The Sterling equivalent Issue Price is therefore 81.64 pence per Ordinary Share.
Unless the context otherwise requires, capitalised words and expressions used in this announcement have the same meaning given to them in the "Launch of Placing to fund attractive near-term pipeline" announcement and/or "REX Retail Offer" announcement published by the Company on 10 May 2022.
For further information, please contact:
Ecofin Advisors, LLC (Investment Manager) Jerry Polacek Matthew Ordway Prashanth Prakash
| +1 913 981 1020 |
Stifel (Joint Broker and Joint Bookrunner) Corporate: Mark Bloomfield Alex Miller Jack McAlpine
Sales: Phil Hopkins Jonathan Crabtree
| +44 207 710 7600 |
Peel Hunt (Joint Broker, Joint Bookrunner and REX Retail Offer Co-ordinator) Investment Banking: Liz Yong Luke Simpson Huw Jeremy Al Rae/Sohail Akbar (ECM/Syndicate)
Sales: Alex Howe Richard Harris Chris Bunstead
| +44 207 418 8900 |
Sanne Fund Services (UK) Limited (Company Secretary) Martin Darragh Maria Matheou
| +44 203 327 9720 |
FTI Consulting (Financial PR) Matthew O'Keeffe Mitch Barltrop Vee Montebello | +44 797 607 5797 |
Further information on the Company can be found on its website at https://uk.ecofininvest.com/funds/us-renewables-infrastructure-trust-plc/.
The Company's LEI is 2138004JUQUL9VKQWD21.
Important Information
This Announcement does not constitute or form part of, and should not be construed as, any offer or invitation or inducement for sale, transfer or subscription of, or any solicitation of any offer or invitation to buy or subscribe for or to underwrite, any share in the Company or to engage in investment activity (as defined by the Financial Services and Markets Act 2000) in any jurisdiction nor shall it, or any part of it, or the fact of its distribution form the basis of, or be relied on in connection with, any contract or investment decision whatsoever, in any jurisdiction. This Announcement does not constitute a recommendation regarding any securities.
The New 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 (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"). The Issue is being made outside the United States in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Regulation S.
The Company has not been and will not be registered under the U.S. Investment Company Act of 1940 (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 Ordinary Shares in any jurisdiction including, without limitation, the United States, Australia, Canada, New Zealand 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 herein 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.
The distribution of this Announcement, and/or the issue of New Ordinary Shares in certain jurisdictions may be restricted by law and/or regulation. No action has been taken by the Company, the Joint Bookrunners, Ecofin 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 Ordinary Shares or possession or distribution of this Announcement or any other publicity material relating to the New Ordinary Shares in any jurisdiction where action for that purpose is required. Persons receiving this announcement are required to inform themselves about and to observe any such restrictions.
Peel Hunt is authorised and regulated in the United Kingdom by the Financial Conduct Authority (the "FCA"). Peel Hunt is acting exclusively for the Company and for no one else (whether or not a recipient of this announcement) in connection with the Placing and the REX Retail Offer 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, the REX Retail Offer, Admission and/or the other arrangements referred to in this announcement or any other matters referred to herein.
Stifel is authorised and regulated in the United Kingdom by the FCA. Stifel is acting exclusively for the Company and for no one else (whether or not a recipient of this announcement) in connection with the Placing 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, the REX Retail Offer, Admission and/or the other arrangements referred to in this announcement or any other matters referred to herein.
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 MiFID II; and (c) local implementing measures; and/or (d) (where applicable to UK investors or UK firms) the relevant provisions of the UK statutory instruments implementing Directive 2014/65/EU and Commission Delegated Directive (EU) 2017/593, Regulation (EU) No 600/2014 of the European Parliament, as they form part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended (together, the "UK MiFID Laws") (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 Ordinary Shares have been subject to a product approval process, which has determined that the New Ordinary Shares are: (i) compatible with an end target market of retail investors who do not need a guaranteed income or capital protection and investors who meet the criteria of professional clients and eligible counterparties, each as defined in Directive 2014/65/EU and the UK MiFID Laws (as applicable) (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors should note that: the price of New Ordinary Shares may decline and investors could lose all or part of their investment; the New Ordinary Shares offer no guaranteed income and no capital protection; and an investment in New 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 Issue.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Directive 2014/65/EU or the UK MiFID Laws; 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 New Ordinary Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the New Ordinary Shares and determining appropriate distribution channels.
PRIIPs Regulation
In accordance with the UK version of Regulation (EU) No 1286/2014 of the European Parliament and of the Council of 26 November 2014 on key information documents for packaged retail and insurance-based investment products (PRIIPs), which forms part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended, a key information document in respect of the Ordinary Shares has been prepared by the Company and is available to investors on the Company's website uk.ecofininvest.com/funds/ecofin-us-renewables-infrastructure-trust-plc.
Related Shares:
Ecofin U.s. $