TIDMRNEW
RNS Number : 9090K
Ecofin US Renewables Infrastr.Trust
10 May 2022
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, 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 OF THIS ANNOUNCEMENT.
The content of this announcement, which has been prepared by and
is the sole responsibility of the Company, has been approved by
Ecofin Advisors Limited, which is authorised and regulated by the
Financial Conduct Authority, solely for the purposes of section
21(2)(b) of the Financial Services and Markets Act 2000 (as
amended).
10 May 2022
ECOFIN U.S. RENEWABLES INFRASTRUCTURE TRUST PLC
REX Retail Offer
The Board of Ecofin U.S. Renewables Infrastructure Trust PLC
("RNEW" or the "Company") is pleased to announce a conditional
offer for subscription via REX (the "REX Retail Offer") of new
ordinary shares ("Ordinary Shares") of $0.01 each in the capital of
the Company (the "REX Retail Offer Shares") at an issue price of
$1.015 per New Ordinary Share (as defined below) (the "Issue
Price").
The Company has fully deployed its IPO proceeds and has drawn
down $9.1 million under its revolving credit facility (the
"Revolving Credit Facility"). In order to continue the Company's
growth and to take advantage of the Investment Manager's (as
defined below) strong pipeline of advanced, near-term acquisition
opportunities, RNEW is proposing to raise further equity capital
using the Company's existing share issuance authorities.
In addition to the REX Retail Offer, the Company is also
conducting a placing of new ordinary shares (the "Placing Shares"
and together with the REX Retail Offer Shares, the "New Ordinary
Shares") at the Issue Price (the "Placing" and together with the
REX Retail Offer, the "Issue"). A separate announcement has been
made regarding the Placing and its terms. For the avoidance of
doubt, the REX Retail Offer is not part of the Placing.
The Issue Price represents a discount of approximately 5.1 per
cent to the closing share price of $1.07 per existing Ordinary
Share on 9 May 2022 and a premium of approximately 4.0 per cent to
the recently reported unaudited cum-income net asset value of
$0.9764 per share as at 31 March 2022. The REX Retail Offer Shares
will be entitled to receive the quarterly dividend for the period
from 1 January 2022 to 31 March 2022 of 1.4 cents per Ordinary
Share.
The REX Retail Offer and the Placing are conditional on the New
Ordinary Shares to be issued pursuant to the REX Retail Offer and
the Placing being admitted to listing on the premium listing
segment of the Official List of the Financial Conduct Authority and
to trading on the premium segment of the Main Market of the London
Stock Exchange ("Admission"). Admission is expected to take place
at 8.00 a.m. on 24 May 2022. Completion of the REX Retail Offer is
conditional, inter alia, upon the completion of the Placing.
The net proceeds from the Issue are expected to be partially
used towards the repayment of the Revolving Credit Facility and to
fund certain attractive investment opportunities in the Company's
pipeline including two imminent investment opportunities totalling
$51 million, which are currently committed or close to execution
and consist of:
o $40 million committed incremental investment in a portfolio of
ten construction stage solar assets in which the Company is already
invested (the "Echo Solar Portfolio"), benefitting from 25 year
PPAs with investment grade quality utilities. In addition to this
investment, tax equity financing from third parties for the
portfolio is at an advanced stage of negotiation; to the extent
that such negotiations do not complete, alternative tax equity
counterparties would be sought and/or alternative project finance
arranged in the normal course of business; and
o $11 million to acquire a 13MW construction-stage commercial
solar investment in Maine which is currently close to execution
subject to finalisation of certain matters. The project has been
sourced off market and has a 25 year PPA with a creditworthy
corporate purchaser.
In addition, Ecofin Advisors, LLC (the "Investment Manager" or
"Ecofin") is actively pursuing three further wind opportunities
totalling $116 million and one operating solar and storage
opportunity totalling $50 million, all with potential to close in
the near term. These advanced stage opportunities have long-term
revenue contracts with creditworthy utility or commercial
purchasers and, if executed upon, would further diversify the
Company's portfolio. The broader potential deal pipeline remains in
excess of $3 billion, with over $1 billion of opportunities to
transact in the coming six months.
Accordingly, in order, inter alia, to allow the Company to
continue to take advantage of such investment opportunities and in
light of ongoing demand for the Ordinary Shares, the Board is
launching the REX Retail Offer and Placing today.
Expected Timetable in relation to the REX Retail Offer
REX Retail Offer opens 10 May 2022
Latest time and date for commitments 1 p.m. on 19 May 2022
under the REX Retail Offer
Results of the REX Retail Offer 20 May 2022
announced
Admission and dealings in New 8 a.m. on 24 May 2022
Ordinary Shares commence
Any changes to the expected timetable set out above will be
notified by the Company through a Regulatory Information Service.
References to times are to London times unless otherwise
stated.
Dealing Codes
Ticker (in respect of shares traded in RNEW
USD)
ISIN for the Ordinary Shares GB00BLPK4430
SEDOL for the Ordinary Shares BLPK443
Ticker (in respect of shares traded in RNEP
GBP)
ISIN for the Ordinary Shares GB00BLPK4430
SEDOL for the Ordinary Shares BMXZ812
REX Retail Offer
The Company values its retail shareholder base, which has
supported the Company alongside institutional investors since IPO
in December 2020. Given the support of retail shareholders, the
Company believes that it is appropriate to provide its retail
shareholders in the United Kingdom the opportunity to participate
in the REX Retail Offer. The Company is therefore making the REX
Retail Offer available in the United Kingdom through the financial
intermediaries which will be listed, subject to certain access
restrictions, on the Company's website
https://uk.ecofininvest.com/funds/us-renewables-infrastructure-trust-plc/.
The REX Retail Offer will be open to eligible investors in the
United Kingdom following the release of this announcement. The REX
Retail Offer is expected to close at 1 p.m. on 19 May 2022.
Investors should note that financial intermediaries may have
earlier closing times. The REX Retail Offer may close early if it
is oversubscribed.
Participants in the REX Retail Offer may elect to subscribe for
New Ordinary Shares in Sterling at a price per New Ordinary Share
equal to the Issue Price at 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 (or such other date or time as
the Company may determine). The Relevant Sterling Exchange Rate and
the Sterling equivalent issue price are not known as at the date of
this announcement and will be notified by the Company via a
Regulatory Information Service announcement prior to Admission.
To be eligible to participate in the REX Retail Offer,
applicants must be a customer of one of the intermediaries listed
on the above website, resident in the United Kingdom aged 18 years
or over.
The Company reserves the right to scale back any order at its
discretion. The Company reserves the right to reject any
application for subscription under the REX Retail Offer without
giving any reason for such rejection.
It is vital to note that once an application for REX Retail
Offer Shares has been made and accepted via an intermediary, it
cannot be withdrawn.
It is a term of the REX Retail Offer that the total value of the
REX Retail Offer Shares available for subscription at the Issue
Price does not exceed the Sterling equivalent of EUR8 million.
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 in respect of the period from 1 January
2022 to 31 March 2022 of 1.4 cents per Ordinary Share expected to
be paid on 10 June 2022.
The REX Retail Offer is offered in the United Kingdom under the
exemption against the need for a prospectus in section 86(1)(e) of
FSMA. As such, there is no need for publication of a prospectus
pursuant to the Prospectus Regulation Rules of the Financial
Conduct Authority, or for approval of the same by the Financial
Conduct Authority. The REX Retail Offer is not being made into any
jurisdiction other than the United Kingdom or to US Persons (as
defined in Regulation S of the US Securities Act 1933, as
amended).
No offering document, prospectus or admission document has been
or will be prepared or submitted to be approved by the Financial
Conduct Authority (or any other authority) in relation to the REX
Retail Offer, and investors' commitments will be made solely on the
basis of the information contained in this announcement and
information that has been published by or on behalf of the Company
prior to the date of this announcement by notification to a
Regulatory Information Service in accordance with the Financial
Conduct Authority's Disclosure Guidance and Transparency Rules, the
Market Abuse Regulation (EU Regulation No. 596/2014) ("MAR") and
MAR as it forms part of United Kingdom law by virtue of the
European Union (Withdrawal) Act 2018 (as amended).
There is a minimum subscription of GBP1,000 per investor under
the terms of the REX Retail Offer which is open to investors in the
United Kingdom subscribing via the above-listed intermediaries. The
terms and conditions on which investors subscribe will be provided
by the relevant financial intermediaries including relevant
commission or fee charges.
REX is a proprietary technology platform owned and operated by
Peel Hunt LLP (registered address at 7th Floor, 100 Liverpool
Street, London EC2M 2AT; FRN 530083).
Investors should make their own investigations into the merits
of an investment in the Company. Nothing in this announcement
amounts to a recommendation to invest in the Company or amounts to
investment, taxation or legal advice.
It should be noted that a subscription for REX Retail Offer
Shares and investment in the Company carries a number of risks.
Investors should take independent advice from a person experienced
in advising on investment in securities such as the REX Retail
Offer Shares if they are in any doubt.
Key Investment Risks
An investment in the Company will place capital at risk. The
value of investments, and any income, can go down as well as up, so
investors could get back less than the amount invested.
Neither past performance nor any forecasts should be considered
a reliable indicator of future results. Actual performance will,
among other things, depend on factors such as wholesale power
prices, power purchase agreements, regulatory environment,
government incentives, exchange rates, inflation, grid connections,
asset concentrations and site performance.
The Company may not achieve its investment objective; the
Company may fail to deliver its target returns; the Company may not
be able to acquire suitable Renewable Assets consistent with its
investment policy; and the Company's revenue can vary due to
variations in the amount of power that can be generated and
sold.
The Investment Manager's information and technology systems and
those of other service providers to the Company may be vulnerable
to cyber security breaches and identity theft which could adversely
impact the Company's ability to continue to operate without
interruption.
Lower electricity prices in the U.S. could negatively impact the
Company's returns and/or the value of its investments. The Company
may be adversely affected by changes in interest rates, inflation
and currency exchange rates. Future investment opportunities and/or
the value of existing investments may be impacted by government
policy changes (e.g. increased property taxes, lower tax credits),
government policy incentives or changes in U.S. tax laws.
The Company's Shares may trade at a discount to NAV, which may
make it more difficult for the Company to raise new equity for
future investments.
The sale of renewable energy and associated environmental
attributes such as Renewable Energy Certificates subjects the
Company to the risk that its counterparties may be unable to
perform with respect to these sales due to financial distress or
other causes which could subject the Company to substantial
losses.
The Company will invest in renewable assets under construction
and may invest into renewable assets which are in development and,
therefore, may be exposed to certain risks, such as permit
rejection, lack of grid capacity, cost overruns, construction delay
and construction defects, which may be outside the Company's
control.
Renewable Assets are depreciating assets that decline in value
over time, and the decline can accelerate due to increases in
discount rates.
Renewable Assets are dependent upon factors such as available
solar resource, wind conditions and weather conditions generally
that may significantly impact their performance. Weather conditions
generally have natural variations from season to season and from
year to year and may also change permanently because of climate
change or other factors. Solar and wind energy is highly dependent
on weather conditions and available solar and wind in
particular.
Some Renewable Assets will be financed in the U.S. 'tax equity'
market. The availability of tax equity varies depending on the
demand for and supply of tax equity. The Investment Manager on
behalf of the Company is currently in advanced negotiations of
securing tax equity commitments to part fund certain assets within
the Echo Solar portfolio. Such tax equity commitments may or may
not come to full completion to form part of the Company's overall
funding requirements.
Investment valuation is based on financial projections for the
Company's relevant U.S. renewable energy assets. Projections will
primarily be based on the Investment Manager's assessment and are
only estimates based on assumptions made at the time of the
projection.
For further information, please contact:
Ecofin Advisors, LLC (Investment
Manager)
Jerry Polacek
Matthew Ordway
Prashanth Prakash +1 913 981 1020
Peel Hunt (REX Retail Offer Co-ordinator)
Al Rae
Sohail Akbar +44 207 418 8900
Sanne Fund Services (UK) Limited
(Company Secretary)
Martin Darragh
Maria Matheou +44 204 513 9260
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.
This announcement should be read in its entirety. In particular,
the information in the "Key Investment Risks" and "Important
Notices" sections of the announcement should be read and
understood.
Important Notices
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 Ecofin Advisors Limited, which is authorised and
regulated by the Financial Conduct Authority, solely for the
purposes of section 21(2)(b) of the Financial Services and Markets
Act 2000 (as amended).
This announcement and the information contained herein is not
for release, publication or distribution, directly or indirectly,
in whole or in part, in or into or from the United States
(including its territories and possessions, any state of the United
States and the District of Columbia (the "United States" or "US")),
Australia, Canada, New Zealand, Japan, the Republic of South
Africa, any member state of the EEA or any other jurisdiction where
to do so might constitute a violation of the relevant laws or
regulations of such jurisdiction.
The REX Retail Shares have not been and will not be registered
under the US Securities Act of 1933, as amended (the "US Securities
Act") or under the applicable state securities laws of the United
States and may not be offered or sold directly or indirectly in or
into the United States or to or for the account or bene t of any US
person (within the meaning of Regulation S under the US Securities
Act) (a "US Person"). No public o ering of the REX Retail Offer
Shares is being made in the United States. The REX Retail Offer
Shares are being o ered and sold outside the United States in "o
shore transactions", as de ned in, and in compliance with,
Regulation S under the US Securities Act. In addition, the Company
has not been, and will not be, registered under the US Investment
Company Act of 1940, as amended.
This announcement does not constitute an offer to sell or issue
or a solicitation of an offer to buy or subscribe for REX Retail
Offer Shares in the United States, Australia, Canada, New Zealand,
Japan, the Republic of South Africa, any member state of the EEA or
any other jurisdiction in which such offer or solicitation is or
may be unlawful. No public offer of the securities referred to
herein is being made in any such jurisdiction.
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.
Peel Hunt LLP ("Peel Hunt") is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, 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)
as its client in relation to the REX Retail Offer 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 REX Retail Offer, Admission and the other
arrangements referred to in this announcement.
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.
Certain statements in this announcement are forward-looking
statements which are based on the Company's expectations,
intentions and projections regarding its future performance,
anticipated events or trends and other matters that are not
historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "intend", "estimate",
"expect" and words of similar meaning, include all matters that are
not historical facts. These forward-looking statements involve
risks, assumptions and uncertainties that could cause the actual
results of operations, financial condition, liquidity and dividend
policy and the development of the industries in which the Company's
businesses operate to differ materially from the impression created
by the forward-looking statements. These statements are not
guarantees of future performance and are subject to known and
unknown risks, uncertainties and other factors that could cause
actual results to differ materially from those expressed or implied
by such forward-looking statements. Given those risks and
uncertainties, prospective investors are cautioned not to place
undue reliance on 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, the AIFM, the Investment Manager and Peel
Hunt expressly disclaim any obligation or undertaking to update or
revise any forward-looking statements contained herein to reflect
actual results or any change in the assumptions, conditions or
circumstances on which any such statements are based unless
required to do so by the Financial Conduct Authority, the London
Stock Exchange or applicable law.
The information in this announcement is for background purposes
only and does not purport to be full or complete. None of Peel Hunt
or any of its 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. Peel Hunt and its
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.
Any indication in this announcement of the price at which the
Ordinary Share have been bought or sold in the past cannot be
relied upon as a guide to future performance. Persons needing
advice should consult an independent financial adviser. No
statement in this announcement is intended to be a profit forecast
and no statement in this announcement should be interpreted to mean
that earnings or target dividend per share of the Company for the
current or future financial years would necessarily match or exceed
the historical published earnings or dividends per share of the
Company.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into or forms part of this announcement. The REX Retail Offer
Shares to be issued or sold pursuant to the REX Retail Offer will
not be admitted to trading on any stock exchange other than the
London Stock Exchange.
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 REX Retail Offer Shares have been subject
to a product approval process, which has determined that the REX
Retail Offer 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 the REX Retail Offer Shares may
decline and investors could lose all or part of their investment ;
the REX Retail Offer Shares offer no guaranteed income and no
capital protection ; and an investment in the REX Retail Offer
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 REX Retail
Offer. Furthermore, it is noted that, notwithstanding the Target
Market Assessment, Peel Hunt LLP will only contact prospective
Applicants for participation in the REX Retail Offer 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 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 the REX Retail Offer Shares. Each distributor is
responsible for undertaking its own target market assessment in
respect of the REX Retail Offer 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 (the " UK PRIIPs Laws "), a key information document in
respect of the Ordinary Shares of the Company 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.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
MSCGUGDUDXBDGDG
(END) Dow Jones Newswires
May 10, 2022 03:41 ET (07:41 GMT)
Ecofin U.s. Renewables I... (LSE:RNEP)
Gráfica de Acción Histórica
De Mar 2024 a Abr 2024
Ecofin U.s. Renewables I... (LSE:RNEP)
Gráfica de Acción Histórica
De Abr 2023 a Abr 2024
