TIDMDORE
RNS Number : 5502O
Downing Renewables & Infrastructure
08 October 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR
ANY EEA STATE OR ANY OTHER JURISDICTION IN WHICH THE RELEASE,
PUBLICATION OR DISTRIBUTION OF THIS ANNOUNECMENT WOULD BE
UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES
NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR
ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE
FOR, ANY SECURITIES OF DOWNING RENEWABLES & INFRASTRUCTURE
TRUST PLC.
THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE
PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT
2000 ("FSMA") AND HAS BEEN APPROVED BY PRIMARYBID LIMITED WHICH IS
AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN
779021)
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF EU REGULATION 596/2014 (AS IT FORMS PART OF
DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRWAL) ACT 2018).
UPON PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS
NOW CONSIDERED IN THE PUBLIC DOMAIN.
8 October 2021
Downing Renewables & Infrastructure Trust plc
("DORE" or "the Company")
PrimaryBid Offer
Downing Renewables & Infrastructure Trust plc (LSE: DORE) ,
the main market listed investment trust that aims to provide
investors with a sustainable level of income, with an element of
capital growth, by investing in a diversified portfolio of
renewable energy and infrastructure assets in the UK and Northern
Europe , is pleased to announce, a conditional offer for
subscription via the PrimaryBid platform (the "PrimaryBid Offer")
of new ordinary shares of 1 pence each in the Company ("New
Ordinary Shares") at an issue price of 102.50 pence per New
Ordinary Share (the "Issue Price").
The Issue Price represents a discount of 1.68 per cent. to the
Company's closing share price of 104.25 per Ordinary Share on 28
September 2021 (being the last business day prior to the date of
publication of the announcement regarding a proposed equity raise
on 29 September 2021 (the "Placing Announcement") ) and a premium
of 3.33 per cent. to the unaudited ex-dividend net asset value per
share as at 30 June 2021. The Company is also conducting a placing
of new Ordinary Shares at the Issue Price (the "Placing") as
announced in the Placing Announcement.
The PrimaryBid Offer and the Placing are conditional on the new
Ordinary Shares to be issued pursuant to the PrimaryBid Offer and
the Placing being admitted to the premium segment of the Official
List of the Financial Conduct Authority and to trading on London
Stock Exchange's main market for listed securities ("Admission").
Admission is expected to be take place on or around 8.00 a.m. on 18
October 2021 . The PrimaryBid Offer will not be completed without
the Placing also being completed.
The Company will use the funds raised to take advantage of
pipeline assets identified by the Investment Manager, including
four opportunities over which the Investment Manager has secured
exclusivity or is in bilateral negotiations with a total investment
amount of c.GBP87 million, and a wider pipeline of assets in
Sweden, Finland, Iceland, Poland and UK with a total investment
amount in excess of GBP4.3 billion.(1)
The New Ordinary Shares will qualify for the dividend to be paid
in respect of the three months to 30 September 2021, expected to be
1.25 pence per Ordinary Share in line with the recently updated
dividend guidance.(2)
PrimaryBid Offer
The Company values its retail investor base and is therefore
pleased to provide private and other investors the opportunity to
participate in the PrimaryBid Offer by applying exclusively through
the PrimaryBid mobile app available on the Apple App Store and
Google Play. PrimaryBid does not charge investors any commission
for this service.
The PrimaryBid Offer, which is being made by the Company via the
PrimaryBid mobile app, is now open. The PrimaryBid Offer is
expected to close at 1.00 p.m. on 13 October 2021. The PrimaryBid
Offer may close early if it is oversubscribed.
There is a minimum subscription of GBP1025 per investor under
the terms of the PrimaryBid Offer which is open to private and
other investors.
The Company reserves the right to scale back any order at its
absolute discretion. The Company and PrimaryBid each also reserve
the right to reject any application for subscription under the
PrimaryBid Offer without giving any reason for such rejection.
No commission will be charged to investors on applications to
participate in the PrimaryBid Offer made through PrimaryBid. It is
important to note that once an application for New Ordinary Shares
has been made and accepted via PrimaryBid, it cannot be
withdrawn.
The New Ordinary Shares will be issued free of all liens,
charges and encumbrances and will, when issued be fully paid and
rank pari passu in all respects with the Company's existing
Ordinary Shares including the right to receive all dividends and
other distributions declared, made or paid after their date of
issue. For the avoidance of doubt, the New Ordinary Shares will not
be eligible for the dividend of 1.0p per Ordinary Share that was
declared on 2 September 2021 and quoted ex-dividend on 9 September
2021. The New Ordinary Shares will qualify for the dividend to be
paid in respect of the three months to 30 September 2021, expected
to be 1.25 pence per Ordinary Share in line with the recently
updated dividend guidance.(2)
It is a term of the PrimaryBid Offer that the total value of the
New Ordinary Shares available for subscription at the Issue Price
does not exceed EUR8 million (or the GBP equivalent). Accordingly,
the Company is not required to publish (and has not published) a
prospectus in connection with the PrimaryBid Offer as it falls
within the exemption set out in section 86(1)(e) and 86(4) of the
Financial Services and Markets Act 2000. The PrimaryBid Offer is
only being made in the UK, and is not being made in any
jurisdiction where it would be unlawful to do so. Persons who are
resident or otherwise located outside of the UK will not be
eligible to register for participation in the offer through
PrimaryBid or subscribe for the New Ordinary Shares.
For further information on PrimaryBid or the procedure for
applications under the PrimaryBid Offer, visit www.PrimaryBid.com
or email PrimaryBid at enquiries@primarybid.com.
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 New Ordinary Shares
and investment in the Company carries a number of risks. Investors
should consider the risk factors set out on www.PrimaryBid.com
before making a decision to subscribe for New Ordinary Shares.
Investors should take independent advice from a person experienced
in advising on investment in securities such as the New Ordinary
Shares if they are in any doubt.
D owning LLP - Investment Manager to the
Company
Tom Williams +44 (0)20 3954 9908
PrimaryBid Limited enquiries@primarybid.com
Charles Spencer / James Deal
TB Cardew - Public relations advisor to the +44 (0)20 7930 0777
Company +44 (0)7738 724
Ed Orlebar 630
Tania Wild +44 (0)7425 536
903
DORE@tbcardew.com
Important notes
(1) There is no assurance that any of the assets which make up
the pipeline will remain available for purchase after Admission or,
if available, at what price (if a price can be agreed at all) the
investment can be acquired by the Company. Following Admission, the
Investment Manager may or may not pursue any pipeline assets.
Investments not comprised in the pipeline assets may also become
available.
(2) The dividend target stated above is a target only and not a
profit forecast. There can be no assurance that the target will be
met, or that the Company will make any distributions at all and it
should not be taken as an indication of the Company's expected
future results.
This Announcement should be read in its entirety. In particular,
the information provided in the "Important Notices" section of this
Announcement should be read and understood.
Important Notices
This Announcement is not for publication or public distribution,
directly or indirectly, in whole or in part, in or into the United
States, Australia, Canada, Japan, the Republic of South Africa or
to any EEA State or any jurisdiction in which the release,
publication or distribution of this Announcement would be unlawful.
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.
No public offering of the New Ordinary Shares is being made in
the United States, United Kingdom, Australia, Canada, Japan, the
Republic of South Africa, any EEA State or elsewhere. No prospectus
will be made available in connection with the matters contained in
this Announcement and no such prospectus is required (in accordance
with the Regulation (EU) No. 2017/1129 on the prospectus to be
published when securities are offered to the public or admitted to
trading on a regulated market, and repealing Directive 2003/71/EC
EU Prospectus Regulation (the "EU Prospectus Regulation") or EU
Prospectus Regulation as it forms part of the domestic law of the
United Kingdom by virtue of the European Union (Withdrawal) Act
2018 (as amended) to be published.
This Announcement is for information purposes only and does not
contain or constitute an offer for sale of, or the solicitation of
an offer or an invitation to buy or subscribe for, New Ordinary
Shares to any person in the United States, Australia, Canada,
Japan, the Republic of South Africa, any EEA State or in any
jurisdiction to whom or in which such offer or solicitation is
unlawful.
This communication is not for publication or distribution,
directly or indirectly, in or into the United States of America.
This communication is not an offer of securities for sale into the
United States. The securities referred to herein have not been and
will not be registered under the U.S. Securities Act of 1933, as
amended (the "Securities Act"), or to, or for the account or
benefit of, U.S. persons (as defined in Regulation S under the
Securities Act) and may not be offered or sold in the United
States, except pursuant to an applicable exemption from, or a
transaction not subject to, the registration requirements of the
Securities Act and in accordance with any applicable securities
laws of any state or other jurisdiction of the United States.
The Company has not been and will not be registered under the
U.S. Investment Company Act of 1940 (the "Investment Company Act")
and, as such, holders of the New Ordinary Shares will not be
entitled to the benefits of the Investment Company Act. No offer,
sale, resale, pledge, delivery, distribution or transfer of the New
Ordinary Shares may be made except under circumstances that will
not result in the Company being required to register as an
investment company under the Investment Company Act.
The merits or suitability of any securities must be
independently determined by the recipient on the basis of its own
investigation and evaluation of the Company. Any such determination
should involve, among other things, an assessment of the legal,
tax, accounting, regulatory, financial, credit and other related
aspects of the securities.
This Announcement does not contain sufficient information to
support an investment decision and investors should ensure that
they obtain all available relevant information before making any
investment. This Announcement does not constitute and may not be
construed as an offer to sell, or an invitation to purchase or
otherwise acquire, investments of any description, nor as a
recommendation regarding the possible offering or the provision of
investment advice by any party. No information in this Announcement
should be construed as providing financial, investment or other
professional advice and each prospective investor should consult
its own legal, business, tax and other advisers in evaluating the
investment opportunity.
Nothing in this Announcement constitutes investment advice and
any recommendations that may be contained herein have not been
based upon a consideration of the investment objectives, financial
situation or particular needs of any specific recipient.
The information and opinions contained in this Announcement are
provided as at the date of the Announcement and are subject to
change and no representation or warranty, express or implied, is or
will be made in relation to the accuracy or completeness of the
information contained herein and no responsibility, obligation or
liability or duty (whether direct or indirect, in contract, tort or
otherwise) is or will be accepted by the Company. This Announcement
has not been approved by any competent regulatory or supervisory
authority.
Potential investors should be aware that any investment in the
Company could result in the loss of all or substantially all of
their investment. Results can be positively or negatively affected
by market conditions beyond the control of the Company or any other
person.
The information in this Announcement may include forward-looking
statements, which are based on the current expectations and
projections about future events and in certain cases can be
identified by the use of terms such as "may", "will", "should",
"expect", "anticipate", "project", "estimate", "intend",
"continue", "target", "believe" (or the negatives thereon) or other
variations thereon or comparable terminology. These forward-looking
statements, as well as those included in any related materials, are
subject to risks, uncertainties and assumptions about the Company,
including, among other things, the development of its business,
trends in its operating industry, and future capital expenditures
and acquisitions. In light of these risks, uncertainties and
assumptions, the events in the forward-looking statements may not
occur. Prospective investors are cautioned not to place undue
reliance on such forward-looking statements.
This Announcement does not constitute a recommendation regarding
any securities. The price and value of securities and any income
derived from them can go down as well as up and investors may not
get back the full amount invested on disposal of the securities.
Past performance is not a guide to future performance.
The New Ordinary Shares to be issued pursuant to the PrimaryBid
Offer will not be admitted to trading on any stock exchange other
than the London Stock Exchange.
Neither the content of the Company's website (or any other
website) nor any website accessible by hyperlinks on the Company's
website (or any other website) is incorporated in, or forms part
of, this Announcement.
The UK Financial Conduct Authority has approved the marketing of
the Ordinary Shares in the UK in accordance with the UK Alternative
Investment Fund Managers Regulations 2013, as amended.
END
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END
IOEBSBDGCGGDGBI
(END) Dow Jones Newswires
October 08, 2021 10:12 ET (14:12 GMT)
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