TIDMORIT
RNS Number : 9001S
Octopus Renewables Infra Trust PLC
19 November 2021
19 November 2021
LEI: 213800B81BFJKWM2JV13
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, BY ANY MEANS OR MEDIA IN OR INTO
OR FROM THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, JAPAN,
THE REPUBLIC OF SOUTH AFRICA, ANY MEMBER STATE OF THE EUROPEAN
ECONOMIC AREA (THE "EEA") OR ANY OTHER JURISDICTION WHERE TO DO SO
WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF
SUCH JURISDICTION.
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 OCTOPUS RENEWABLES INFRASTRUCTURE TRUST
PLC.
THE CONTENTS OF THIS ANNOUNCEMENT, WHICH HAVE BEEN PREPARED BY
AND ARE THE SOLE RESPONSIBILITY OF OCTOPUS RENEWABLES
INFRASTRUCTURE TRUST PLC, HAVE BEEN APPROVED BY OCTOPUS RENEWABLES
LIMITED (THE "INVESTMENT MANAGER") AS A FINANCIAL PROMOTION SOLELY
FOR THE PURPOSES OF SECTION 21(2)(B) OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000 ("FSMA").
Octopus Renewables Infrastructure Trust plc
("ORIT" or the "Company")
REX Retail Offer
Octopus Renewables Infrastructure Trust plc is pleased to
announce a conditional offer for subscription via REX (the "REX
Retail Offer") of new ordinary shares of 1 pence each in the
Company ("REX Retail Offer Shares") at an issue price of 105.5
pence per REX Retail Offer Share (the "Issue Price"). The Issue
Price represents a discount of 4.1% to the closing mid-price on 18
November 2021 and a premium of 6.4% to the unaudited net asset
value per Ordinary Share of 99.16 pence as at 30 September 2021, as
announced on 2 November 2021. The Company is also conducting a
placing of new Ordinary Shares at the Issue Price (the "Placing")
as announced earlier today.
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 respectively ("Admission"). Admission is expected to
take place at 8.00 a.m. on 7 December 2021. Completion of the REX
Retail Offer is conditional, inter alia, upon the completion of the
Placing.
Octopus Renewables Limited (the "Investment Manager") has
identified a number of Renewable Energy Assets with an aggregate
value of approximately GBP1.5 billion which the Investment Manager
considers would meet the Company's investment policy and therefore
would potentially be suitable for acquisition by the Company
("Pipeline Assets"). The Pipeline Assets are located in the UK,
Germany, France, the Netherlands, Spain, Sweden and Finland.
The Investment Manager has undertaken preliminary due diligence
in relation to the Pipeline Assets and has made non-binding offers
in relation to the Pipeline Assets which are not held in Octopus
Managed Funds. Pipeline Assets with a value of approximately GBP423
million are under option and/or in advanced or bilateral
negotiations with an additional approximately GBP1.1 billion of
Pipeline Assets over which Investment Manager has submitted
non-binding offers(1) .
In addition to the above assets, the Investment Manager has
identified further renewable energy investments with an aggregate
value of approximately GBP3.0 billion which would potentially be
suitable for acquisition by the Company. The Investment Manager has
not yet completed preliminary due diligence nor have offers
(binding or non-binding) been made in relation to such potential
investments. The Investment Manager will source additional
Renewable Energy Assets on an ongoing basis.
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 the Placing.
The Directors intend to use the net proceeds of the REX Retail
Offer and the Placing to repay all outstanding monies, if any,
which have been drawn down under the Group's GBP150 million
Revolving Credit Facility. As at the date of this announcement, no
amount has been drawn down under the Revolving Credit Facility. The
net proceeds of the REX Retail Offer and the Placing in excess of
the amount drawn down under the Revolving Credit Facility (if any)
shall be deployed to satisfy the Group's investment obligations in
relation to the Spanish Solar Assets and the Irish Solar Assets
which total approximately GBP80 to GBP85 million, excluding
acquisition debt, as at the date of this announcement, to fund
construction costs in relation to the Cumberhead Wind Farm, or to
purchase investments which are consistent with the Company's
investment objective and investment policy.
REX Retail Offer
The Company values its retail shareholder base, which has
supported the Company alongside institutional investors since IPO
in December 2019. Given the substantial 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://octopusrenewablesinfrastructure.com/retail-offer/ .
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 3.00 p.m. on 2 December 2021.
Investors should note that financial intermediaries may have
earlier closing times. The REX Retail Offer may close early if it
is oversubscribed.
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 and 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 REX Retail Offer Shares will be issued free of all liens,
charges and encumbrances and will, when issued and fully paid, rank
pari passu in all respects with the Company's existing Ordinary
Shares. An interim dividend in respect of the quarter ending 31
December 2021, which is expected to be 1.25 pence per Ordinary
Share, is expected to be declared in February and paid in March
2022 (the "Q4 Dividend"). All holders of Ordinary Shares on
relevant record date in February 2022 will be entitled to receive
the Q4 Dividend(2) .
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 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.
Investment valuation is based on financial projections for the
Company's relevant 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:
Octopus Renewables Limited (Investment Manager) Via Buchanan
Matt Setchell, Chris Gaydon, David Bird
Peel Hunt (REX Retail Offer Co-ordinator)
Al Rae, Sohail Akbar 020 7418 8900
Buchanan (Financial PR)
Charles Ryland, George Beale, Hannah Ratcliff 020 7466 5000
PraxisIFM (Company Secretary) 020 4513 9260
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
investments can be acquired by the Company. Following Admission the
Company may or may not purchase any pipeline assets. Investments
not comprised in the pipeline assets may also become available.
(2) There can be no assurance that the Q4 Dividend will be paid
and the statement in respect of the expected Q4 Dividend should not
be taken as an indication of the Company's expected future results
and is not a profit forecast.
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.
Definitions
"AIFM" Octopus AIF Management Limited, being the
alternative investment fund manager of
the Company;
"Board" or "Directors" the directors of the Company;
"Cumberhead Wind a Renewable Energy Asset with a total installed
Farm" capacity, once constructed, of 50MW conditionally
acquired by the Group as a construction
ready project in June 2021 and acquired
in September 2021 and located in Cumberhead,
Scotland;
"Group" the Company and each of its subsidiaries;
"Irish Solar Assets" a portfolio of five Renewable Energy Assets
located in Ireland with a total installed
capacity, once constructed, of up to 250MW
conditionally acquired by the Group in
July 2021 with completion to occur once
four of the sites become fully operational;
"Octopus Energy Group" Octopus Energy Group Limited and its subsidiaries
from time to time;
"Octopus Group" Octopus Capital Limited and its subsidiaries
from time to time, including the AIFM;
"Octopus Managed funds, finance vehicles or accounts managed
Funds" or advised by a member or members of the
Octopus Group or the Octopus Energy Group;
"Ordinary Shares" ordinary shares of GBP0.01 each in the
capital of the Company;
"Renewable Energy renewable energy assets in Europe and Australia,
Assets" comprising (i) predominantly assets which
generate electricity from renewable energy
sources, with a particular focus on onshore
wind farms and photovoltaic solar parks,
and (ii) non-generation renewable energy
related assets and businesses;
"Revolving Credit the credit agreement dated 19 November
Facility" 2020 and made between ORIT Holdings II
Limited (a wholly owned subsidiary of the
Company) (as borrower), Banco de Sabadell,
S.A., London Branch, Intesa SanPaolo S.P.A.,
London Branch, National Australia Bank
Limited, London Branch and National Westminster
Bank PLC (as original lenders and arrangers),
and National Westminster Bank PLC (as agent
and security agent); and
"Spanish Solar Assets" a portfolio of four Renewable Energy Assets
located in Spain with a total installed
capacity, once constructed, of 175MW conditionally
acquired by the Group in September 2020
with completion to occur once the sites
reach construction ready status.
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 Octopus Renewables 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 ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"); and the product governance
requirements contained within Chapter 3 of the FCA Handbook Product
Intervention and Product Governance Sourcebook (the "UK 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 and UK 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 (a) retail investors, (b) investors who meet the criteria
of professional clients as defined in MiFID II and Regulation (EU)
NO 600/2014 as it forms part of United Kingdom domestic law by
virtue of the EUWA and (c) eligible counterparties, each as defined
in MiFID II and the FCA's Conduct of Business Sourcebook ("COBS");
and (ii) eligible for distribution through all distribution
channels as are permitted by MiFID II and the UK Product Governance
Requirements (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.
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 and COBS; 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.
It is further noted that the REX Retail Offer is only open to
investors in the United Kingdom.
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