TIDMRNEW
RNS Number : 1831M
Ecofin US Renewables Infrastr.Trust
20 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 (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 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
GBP1.8 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 Number of shares Number of shares Percentage
held prior subscribed for held after of shares outstanding
to the issue in the issue the issue 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 RNEW
traded in USD)
ISIN for the Ordinary Shares GB00BLPK4430
SEDOL for the Ordinary Shares BLPK443
Ticker (in respect of shares RNEP
traded in GBP)
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.
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END
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