TIDMORIT
RNS Number : 4506U
Octopus Renewables Infra Trust PLC
03 December 2021
3 December 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NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR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 (OTHER THAN IRELAND AND THE NETHERLANDS (THE
"ELIGIBLE MEMBER STATES")) OR ANY OTHER JURISDICTION IN WHICH IT
WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT NOTICE AT THE
OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMATION,
OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE
OR DISPOSE OF ANY SECURITIES IN OCTOPUS RENEWABLES INFRASTRUCTURE
TRUST PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS
ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS
OF, OR BE RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN
RESPECT OF OCTOPUS RENEWABLES INFRASTRUCTURE TRUST PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED
UNDER REGULATION (EU) NO 596/2014 OF THE EUROPEAN PARLIAMENT AND OF
THE COUNCIL OF 16 APRIL 2014 ON MARKET ABUSE, AS AMED FROM TIME TO
TIME, WHICH IS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018, AS AMED ("EUWA").
Octopus Renewables Infrastructure Trust plc
("ORIT" or the "Company")
Results of the Placing and REX Retail Offer
The Board of Octopus Renewables Infrastructure Trust plc is
pleased to announce the Company has successfully raised aggregate
gross proceeds of approximately GBP73.9 million (net proceeds of
approximately GBP72.4 million). Approximately GBP69.0 million was
raised pursuant to the Placing and a further GBP4.9 million was
raised pursuant to the REX Retail Offer.
Accordingly, the Company will issue a total of 70,000,000 New
Ordinary Shares at the issue price of 105.5 pence per New Ordinary
Share, of which 65,348,534 New Ordinary Shares will be issued
pursuant to the Placing and 4,651,466 New Ordinary Shares will be
issued pursuant to the REX Retail Offer.
The fundraising was oversubscribed with demand exceeding the
maximum of 70 million Ordinary Shares available for issue and
therefore a scaling-back exercise for the Placing and REX Retail
Offer was carried out.
Phil Austin, Chairman of Octopus Renewables Infrastructure Trust
plc, commented:
" We are delighted to announce this successful and
oversubscribed fundraise, raising GBP73.9 million to invest in
renewable energy assets to further diversify our portfolio as we
support the energy transition. I would like to thank our
shareholders for the continued support over the last two years,
which allows our Investment Manager to continue to pursue
compelling opportunities and build on our high quality, diversified
portfolio. The Board looks forward to updating shareholders in due
course on the progress made deploying the capital across the
considerable pipeline of opportunities ."
Applications have been made for the 70,000,000 Ordinary Shares
to be issued pursuant to the Placing and separate REX Retail Offer
to be admitted to the premium segment of the Official List of the
Financial Conduct Authority and to trading on the premium segment
of the London Stock Exchange's main market. Admission is expected
to occur at 8.00 a.m. on 7 December 2021.
Following the Placing and REX Retail Offer, the Company's issued
share capital will comprise 564,927,536 Ordinary Shares and this is
the total number of Ordinary Shares with voting rights in the
Company. This figure (564,927,536) may be used by Shareholders as
the denominator for the calculations by which they will determine
if they are required to notify their interest in, or a change to
their interest in, the Company under the Financial Conduct
Authority's Disclosure Guidance and Transparency Rules.
Directors' participation
Certain of the Directors have participated in the Placing.
Immediately following Admission, the beneficial interests of the
Directors in the issued share capital of the Company will be as
follows:
Director/PCA(1) Ordinary Shares Number of Ordinary % of issued share
purchased in Shares held immediately capital immediately
the Placing following Admission following Admission
Phil Austin
and Mrs Austin(2) 9,478 98,801 0.02%
---------------- ------------------------- ---------------------
James Cameron 9,478 60,574 0.01%
---------------- ------------------------- ---------------------
Audrey McNair - 45,907 0.01%
---------------- ------------------------- ---------------------
Note:
(1) Elaina Elzinga, a Director of the Company, is a U.S. Person
and as a consequence does not hold any Ordinary Shares.
(2) Ordinary Shares purchased in the Placing and shareholding
shown includes that of Mrs Austin, a Person Closely Associated with
Phil Austin.
For further information please contact:
Octopus Renewables Limited (Investment Manager) Via Buchanan
Matt Setchell, Chris Gaydon, David Bird
Peel Hunt (Broker, Bookrunner & REX Retail Offer
Co-ordinator)
Liz Yong, Luke Simpson, Huw Jeremy, Angus Campbell
(Investment Banking)
Alex Howe, Chris Bunstead, Ed Welsby, Richard Harris
(Sales)
Al Rae, Sohail Akbar (Syndicate) 020 7418 8900
Buchanan (Financial PR)
Charles Ryland, George Beale, Hannah Ratcliff 020 7466 5000
PraxisIFM (Company Secretary) 020 4513 9260
DEFINITIONS USED IN THIS ANNOUNCEMENT
"Admission" admission of the Ordinary Shares issued pursuant
to the Placing and the REX Retail Offer to
the Official List becoming effective in accordance
with the Listing Rules and the admission
of such shares to trading on the London Stock
Exchange's main market for listed securities
becoming effective in accordance with the
Admission and Disclosure Standards;
"AIFM" Octopus AIF Management Limited, being the
alternative investment fund manager of the
Company;
"Board" or "Directors" the directors of the Company;
"Company" Octopus Renewables Infrastructure Trust plc;
"FSMA" the Financial Services and Markets Act 2000;
"Ineligible Member any member state of the European Economic
State" Area which is not an Eligible Member State;
"Listing Rules" the Listing Rules made by the Financial Conduct
Authority pursuant to Part VI of FSMA;
"London Stock Exchange" London Stock Exchange plc;
"New Ordinary Shares" the new Ordinary Shares to be issued pursuant
to the Placing and the REX Retail Offer;
"Ordinary Shares" the ordinary shares of GBP0.01 each in the
capital of the Company, having such rights
and being subject to such restrictions as
are contained in the Company's articles of
association;
"Peel Hunt" Peel Hunt LLP, acting as the Company's sole
broker and bookrunner in relation to the
Placing and co-ordinator in relation to the
REX Retail Offer;
"Placing" the placing of New Ordinary Shares announced
on 19 November 2021;
"REX Retail Offer" the offer by the Company of New Ordinary
Shares on the Peel Hunt Retail Capital Markets
'REX' portal announced on 19 November 2021;
and
"United Kingdom" or the United Kingdom of Great Britain and Northern
"UK" Ireland.
IMPORTANT NOTICE
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 Ineligible Member State or any other jurisdiction where
to do so might constitute a violation of the relevant laws or
regulations of such jurisdiction.
The New Ordinary 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 New Ordinary Shares
is being made in the United States. The New Ordinary 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.
The New Ordinary Shares have not been approved or disapproved by
the US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the Rex Retail Offer or the accuracy or
adequacy of this announcement. Any representation to the contrary
is a criminal offence in the United States. Persons receiving this
announcement (including custodians, nominees and trustees) must not
forward, distribute, mail or otherwise transmit it in or into the
United States or use the United States mails, directly or
indirectly, in connection with the Placing or the Rex Retail Offer.
No money, securities or other consideration from any person inside
the United States is being solicited and, if sent in response to
the information contained in this announcement, will not be
accepted.
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, the Republic
of South Africa, any Ineligible Member State or any other
jurisdiction in which such offer or solicitation is or may 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.
Peel Hunt LLP ("Peel Hunt") is authorised and regulated in the
United Kingdom by the FCA, 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 Placing and/or 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 Placing, 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.
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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.
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END
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