TIDMTRIG
RNS Number : 4335H
Renewables Infrastructure Grp (The)
12 March 2018
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN OR INTO, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE
REPUBLIC OF SOUTH AFRICA.
The Renewables Infrastructure Group Limited (the "Company" or
"TRIG")
Proposed issue of equity
12 March 2018
The Board of TRIG announces that it proposes to raise up to
GBP25 million through the issue of new ordinary shares in the
capital of the Company ("New Ordinary Shares") by way of
non-pre-emptive tap issuance (the "Issue"). The Issue of New
Ordinary Shares will be at a fixed price of 105 pence per
share.
The Issue will be made to qualifying investors (as defined in
section 86(7) of the Financial Services and Markets Act 2000 (as
amended)) through TRIG's joint corporate brokers, Canaccord Genuity
Limited ("Canaccord Genuity") and Liberum Capital Limited
("Liberum") and will be subject to the terms and conditions set out
in the Appendix to this announcement (the "Appendix").
The net proceeds of the Issue will be applied in repaying
amounts drawn under the Company's revolving acquisition facility
with Royal Bank of Scotland plc, National Australia Bank Limited
and ING Bank N.V. (the "Acquisition Facility").
Application for Admission
Application will be made to the Financial Conduct Authority for
admission of the New Ordinary Shares to the premium segment of the
Official List and to London Stock Exchange plc for admission to
trading of the New Ordinary Shares on its main market for listed
securities (the "Main Market"), (together, "Admission"). It is
expected that Admission will become effective, and that dealings in
the New Ordinary Shares on the Main Market will commence, on or
around Tuesday, 20 March 2018.
Dividends
The New Ordinary Shares will, when issued, rank pari passu with
the existing Ordinary Shares. For the avoidance of doubt, the New
Ordinary Shares to be issued pursuant to the Issue will not qualify
for the interim dividend of 1.6p per existing Ordinary Share
declared in respect of the quarter ended 31 December 2017 and
payable on 29 March 2018. However, the New Ordinary Shares will
qualify for any interim dividend declared in respect of the quarter
ending 31 March 2018, which is targeted at 1.625p per Ordinary
Share and expected to be declared in May 2018 and payable at the
end June 2018.
Expected Timetable
Latest time and date for receipt 10.00 a.m. on Friday, 16 March
of commitments* 2018
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Announcement of results of the Friday, 16 March 2018
Issue*
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New Ordinary Shares issued to Friday,16 March 2018
investors on a T+2 basis*
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Admission and commencement of 8.00a.m. on Tuesday, 20 March
dealings in New Ordinary Shares* 2018
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*In the event of excess demand for New Ordinary Shares under the
Issue, the Directors, in consultation with Canaccord Genuity,
Liberum and InfraRed Capital Partners Limited (as TRIG's investment
manager), reserve the right to a) increase the size of the Issue
(noting that the maximum number of New Ordinary Shares that can be
issued pursuant to the existing shareholder authority to dis-apply
pre-emption rights, taken at the Company's AGM in May 2017, is
limited to approximately 94 million); and/or b) close the Issue
early and bring forward the Expected Timetable.
LEI: 213800N06Q7Q7HMOMT20
Enquiries:
InfraRed Capital Partners Limited +44 (0) 20 7484 1800
Richard Crawford
Phil George
Matt Dimond
Canaccord Genuity Limited +44 (0) 20 7523 8000
Robbie Robertson
Dominic Waters
Neil Brierley
Will Barnett
Gavin Tooke
Lucy Lewis
Andrew Zychowski
Liberum +44 (0) 20 3100 2000
Andrew Davies
Jack Kershaw
Anastasia Mikhailova
Chris Clarke
Henry Freeman
Louis Davies
Tulchan Communications +44 (0) 20 7353 4200
Latika Shah
Martin Pengelley
IMPORTANT INFORMATION
This announcement contains Inside Information.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE TAP
ISSUE. THIS ANNOUNCEMENT (INCLUDING THIS APPIX) IS DIRECTED ONLY AT
PERSONS SELECTED BY CANACCORD GENUITY LIMITED AND LIBERUM CAPITAL
LIMITED (THE "JOINT BOOKRUNNERS") WHO ARE "INVESTMENT
PROFESSIONALS" FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE
FPO) OR "HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC"
FALLING WITHIN ARTICLE 49(2) OF THE FPO OR TO PERSONS TO WHOM IT
MAY OTHERWISE LAWFULLY BE COMMUNICATED UNDER THE FPO (ALL SUCH
PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). ONLY
RELEVANT PERSONS MAY PARTICIPATE IN THE TAP ISSUE AND THE TERMS AND
CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY
PERSONS WHO ARE NOT RELEVANT PERSONS.
THE NEW ORDINARY SHARES THAT ARE THE SUBJECT OF THE TAP ISSUE
ARE NOT BEING OFFERED OR SOLD TO ANY PERSON IN THE EUROPEAN
ECONOMIC AREA (EEA), OTHER THAN TO PERSONS WHO ARE BOTH (I)
"QUALIFIED INVESTORS" AS DEFINED IN ARTICLE 2.1(E) OF DIRECTIVE
2003/71/EC (THE "PROSPECTUS DIRECTIVE"), WHICH INCLUDES LEGAL
ENTITIES WHICH ARE REGULATED BY THE FINANCIAL CONDUCT AUTHORITY OR
ENTITIES WHICH ARE NOT SO REGULATED WHOSE CORPORATE PURPOSE IS
SOLELY TO INVEST IN SECURITIES AND (II) PERSONS TO WHOM THE NEW
ORDINARY SHARES MAY BE LAWFULLY MARKETED UNDER THE EU ALTERNATIVE
INVESTMENT FUND MANAGERS DIRECTIVE (NO. 2011/ 61/EU) (THE "AIFM
DIRECTIVE") OR THE APPLICABLE IMPLEMENTING LEGISLATION (IF ANY) OF
THE MEMBER STATE OF THE EEA IN WHICH SUCH PERSON IS DOMICILED OR IN
WHICH SUCH PERSON HAS A REGISTERED OFFICE.
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) except pursuant to an exemption from,
or in a transaction not subject to, registration under the U.S.
Securities Act. The Tap Issue is being made (i) outside the United
States in reliance on the exemption from the registration
requirements of the U.S. Securities Act provided by Regulation S
and (ii) to persons located inside the United States or to U.S.
Persons that are "qualified institutional buyers" (as the term is
defined in Rule 144A under the U.S. Securities Act) that are also
"qualified purchasers" within the meaning of section 2(A)(51) of
the U.S. Investment Company Act in reliance on an exemption from
registration provided by section 4(A)(2) under the U.S. Securities
Act.
The Company has not been and will not be registered under the
U.S. Investment Company Act of 1940, as amended (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 Tap Shares in any jurisdiction
including, without limitation, the United States, Australia,
Canada, 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
therein 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 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.
The Joint Bookrunners, each of which is authorised and regulated
in the United Kingdom by the Financial Conduct Authority, are
acting for the Company and for no one else in connection with the
Tap Issue and will not be responsible to anyone other than the
Company for providing the protections afforded to clients of the
Joint Bookrunners or for providing advice in relation to the Tap
Issue, 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 ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures, in the UK being the
FCA's Product Intervention and Governance Sourcebook (PROD)
(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
professionally advised 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 MiFID II; and (ii) eligible for distribution a) if to
professionally advised retail investors, through advised
distribution channels only; or b) through such distribution
channels as are appropriate to professional clients and eligible
counterparties, (in each case)as are permitted by MiFID II (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 Tap Issue.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, the Joint Bookrunners will only contact prospective
Applicants for participation in the Tap Issue 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 MiFID II; 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.
APPIX
TERMS AND CONDITIONS OF THE TAP ISSUE
1. General
1.1 By participating in the Tap Issue each applicant for New
Ordinary Shares (an "Applicant") is deemed to have read and
understood this Announcement (including this Appendix) in its
entirety and to be providing the representations, warranties,
undertakings, agreements and acknowledgements contained in this
Appendix.
1.2 Each Applicant which confirms its agreement (whether orally
or in writing) to Canaccord Genuity and/or to Liberum to acquire
New Ordinary Shares under the Tap Issue will be bound by these
terms and conditions and will be deemed to have accepted them.
1.3 The Company and/or Canaccord Genuity and/or Liberum may
require any Applicant to agree to such further terms and/or
conditions and/or give such additional warranties and/or
representations as it (in its absolute discretion) sees fit and/or
may require any such Applicant to execute a separate letter (a "Tap
Issue Letter"). The terms and conditions contained a Tap Issue
Letter shall be supplemental and in addition to the terms and
conditions contained in this Appendix.
2. Agreement to Acquire New Ordinary Shares
2.1 Conditional upon:
(a) Admission, occurring and becoming effective by 8.00 a.m. the
date indicated in the Announcement (or such later time and/or date,
not being later than 27 March 2018, as the Company and the Joint
Bookrunners may agree);
(b) the Tap Issue Agreement between the Company, Infrared
Capital Partners Limited (the "Investment Manager") and the Joint
Bookrunners dated the date hereof (the "Tap Issue Agreement")
becoming otherwise unconditional in all respects in relation to the
Tap Issue, as applicable, (save as to the Admission of the New
Ordinary Shares) and not having been terminated on or before
Admission; and
(c) Canaccord Genuity and/or Liberum confirming to the
Applicants their allocation of the relevant New Ordinary
Shares,
an Applicant agrees to become a member of the Company and agrees
to take those New Ordinary Shares allocated to it by Canaccord
Genuity and/or Liberum at the price of 105p per New Ordinary Share
(the "Issue Price").
2.2 To the fullest extent permitted by law, each Applicant
acknowledges and agrees that it will not be entitled to exercise
any remedy of rescission at any time. This does not affect any
other rights the Applicant may have.
3. Payment for New Ordinary Shares
3.1 Each Applicant must pay the Issue Price for the New Ordinary
Shares issued to or for the benefit of the Applicant in the manner
and by the time directed by Canaccord Genuity and/or Liberum. If
any Applicant fails to pay as so directed and/or by the time
required, the relevant Applicant's application for the New Ordinary
Shares shall at the Joint Bookrunners' discretion either be
accepted or rejected in which case paragraphs 4.6 or 7.5 of these
terms and conditions shall apply to such application
respectively.
4. Participation in, and principal terms of, the Tap Issue
4.1 Prospective Applicants will be identified and contacted by the Joint Bookrunners.
4.2 The latest time and date for receipt of commitments under
the Tap Issue is 10.00 a.m. on Friday, 16 March 2018. The Joint
Bookrunners reserve the right to bring this date forward, or to
extend the timetable at their discretion, provided that the closing
date will be no later than 23 March 2018.
4.3 The Joint Bookrunners will re-contact and confirm orally to
Applicants the size of their respective allocations and a trade
confirmation will be dispatched as soon as possible thereafter. The
Joint Bookrunners' oral confirmation of the size of allocations and
each Applicant's oral commitment to accept the same or such lesser
number as determined in accordance with paragraph 4.4 below will
constitute a legally binding agreement pursuant to which each such
Applicant will be required to accept the number of New Ordinary
Shares allocated to the Applicant at the Issue Price and otherwise
on the terms and subject to the conditions set out in this
Appendix.
4.4 The Company (after consultation with the Joint Bookrunners)
reserves the right to scale back the number of New Ordinary Shares
to be subscribed by any Applicant in the event of an
oversubscription in the Tap Issue. The Company and the Joint
Bookrunners also reserve the right not to accept offers to
subscribe for New Ordinary Shares or to accept such offers in part
rather than in whole. The Joint Bookrunners shall be entitled to
effect the Tap Issue by such method as they shall in their sole
discretion jointly determine. To the fullest extent permissible by
law, neither the Joint Bookrunners, nor any holding company of the
Joint Bookrunners, nor any subsidiary, branch or affiliate of the
Joint Bookrunners (each an Affiliate) nor any person acting on
behalf of any of the foregoing shall have any liability to
Applicants (or to any other person whether acting on behalf of an
Applicant or otherwise). In particular, neither of the Joint
Bookrunners, nor any Affiliate thereof nor any person acting on
their behalf shall have any liability to Applicants in respect of
their conduct of the Tap Issue. No commissions will be paid to
Applicants or directly by Applicants in respect of the New Ordinary
Shares. Under the terms of the Tap Issue Agreement, the Company
shall pay an aggregate commission of 1 per cent. of the gross
proceeds raised from Applicants that have been procured by the
Joint Bookrunners, together with a commission of 0.20 per cent. of
proceeds raised from Applicants that have not been procured by the
Joint Bookrunners in respect of who one of the Joint Bookrunners is
providing settlement assistance.
4.5 Each Applicant's obligations will be owed to the Company and
to the Joint Bookrunners. Following the oral confirmation referred
to above, each Applicant will have an immediate, separate,
irrevocable and binding obligation, owed to the Joint Bookrunners,
to pay to the Joint Bookrunners (or as the Joint Bookrunners may
direct) in cleared funds an amount equal to the product of the
Issue Price and the number of New Ordinary Shares which such
Applicant has agreed to acquire under the Tap Issue. Commitments
under the Tap Issue, once made, cannot be withdrawn without the
consent of the Directors. The Company shall allot such New Ordinary
Shares to each Applicant (or to either of the Joint Bookrunners for
onward transmission to the relevant Applicant) following each
Applicant's payment to the Joint Bookrunners of such amount.
4.6 Each Applicant agrees to indemnify on demand and hold each
of the Joint Bookrunners, the Company, the Investment Manager and
Renewable Energy Systems Limited (the "Operations Manager") and its
and their respective Affiliates harmless from any and all costs,
claims, liabilities and expenses (including legal fees and
expenses) arising out of or in connection with any breach of the
acknowledgements, undertakings, representations, warranties and
agreements set forth in these terms and conditions as supplemented
by any Tap Issue Letter.
4.7 All obligations of the Joint Bookrunners under the Tap Issue
will be subject to fulfilment of the conditions referred to below
under "Conditions".
5. Conditions
5.1 The Tap Issue is conditional upon the Tap Issue Agreement
becoming unconditional in relation to the Tap Issue and not having
been terminated in accordance with its terms. The conditions in the
Tap Issue Agreement are customary for an agreement of this nature
and include (inter alia) Admission occurring in relation of the New
Ordinary Shares and none of the representations and warranties
given by the Company and the Investment Manager being breached or
untrue in any material respect.
5.2 If the Tap Issue does not become unconditional, the Tap
Issue will lapse and each Applicant's rights and obligations under
the Tap Issue shall cease and determine at such time and no claim
may be made by an Applicant in respect thereof. The Joint
Bookrunners shall have no liability to any Applicant (or to any
other person whether acting on behalf of an Applicant or otherwise)
in respect of any decision they may make as to whether or not to
waive or to extend the time and/or date for the satisfaction of any
condition relating to the Tap Issue in the Tap Issue Agreement.
5.3 By participating in the Tap Issue, each Applicant agrees
that its rights and obligations hereunder terminate only in the
circumstances described above and will not be capable of rescission
or termination by the Applicant.
5.4 By participating in a Tap Issue, each Applicant agrees with
the Joint Bookrunners that the exercise by the Joint Bookrunners of
any right of termination or other discretion under the Tap Issue
Agreement shall be within the absolute discretion of the Joint
Bookrunners and that the Joint Bookrunners need not make any
reference to the Applicant in this regard and that, to the fullest
extent permitted by law, the Joint Bookrunners shall not have any
liability whatsoever to the Applicant in connection with any such
exercise.
6. No Prospectus
6.1 The Tap Issue is only available to Relevant Persons that are
identified and contacted by the Joint Bookrunners and the New
Ordinary Shares will only be offered in such a way as to not
require a prospectus in Guernsey, the United Kingdom or elsewhere.
No offering document or prospectus has been or will be submitted to
be approved by the Guernsey Financial Services Commission nor the
States of Guernsey Policy Council nor the FCA in relation to the
Tap Issue and Applicants' commitments will be made solely on the
basis of the information contained in this Announcement (including
this Appendix) and information that has been published by the
Company in accordance with the FCA's Disclosure Guidance and
Transparency Rules and the Company's pre-investment disclosure
document prepared for the purposes of Article 23 of the AIFM
Directive (collectively "Regulatory Information").
6.2 Each Applicant, by accepting a participation in the Tap
Issue, agrees that the content of this Announcement, including this
Appendix, is exclusively the responsibility of the Company and
confirms that it has neither received nor relied on any other
information (other than the Regulatory Information),
representation, warranty, or statement made by or on behalf of the
Company or the Joint Bookrunners, or the Investment Manager or the
Operations Manager or any other person and none of the Company, the
Joint Bookrunners, or the Investment Manager or the Operations
Manager nor any other person will be liable for any Applicant's
decision to participate in the Tap Issue based on any other
information, representation, warranty or statement which the
Applicant may have obtained or received. Each Applicant
acknowledges and agrees that it has relied on its own investigation
of the business, financial or other position of the Company in
accepting a participation in the Tap Issue, and confirms that it
has understood the risks of investing in the Company and acquiring
New Ordinary Shares and has read the risk factors detailed in the
Company's latest annual report and financial statements, in the
Company's most recently published prospectus and in the Article 23
pre-investment disclosure document, each of which are available on
the Company's website www.trig-ltd.com. Each Applicant also
acknowledges that it has had an opportunity to review and access
the information on the Company's ongoing charges detailed in the
Regulatory Information. Nothing in this paragraph shall exclude the
liability of any person for fraudulent misrepresentation.
7. Registration and settlement
7.1 Settlement of transactions in the relevant New Ordinary
Shares following their Admission will take place within the CREST
system, using the DVP mechanism, subject to certain exceptions. The
Joint Bookrunners reserve the right to require settlement for and
delivery of the relevant New Ordinary Shares to Applicants by such
other means as they may deem necessary, if delivery or settlement
is not possible or practicable within the CREST system within the
timetable set out in the Announcement or would not be consistent
with the regulatory requirements in the Applicant's
jurisdiction.
7.2 Each Applicant allocated New Ordinary Shares in the Tap
Issue will be sent a trade confirmation stating the number of New
Ordinary Shares allocated to it, the aggregate amount owed by such
Applicant to the Joint Bookrunners and settlement instructions.
Applicants should settle against CREST Participant ID: 805 for
Canaccord Genuity or CREST Participant ID: ENQAN for Liberum
depending on which of the Joint Bookrunners has sent the Applicant
the trade confirmation. Each Applicant agrees that it will do all
things necessary to ensure that delivery and payment is completed
in accordance with either the standing CREST or certificated
settlement instructions which it has in place with a Joint
Bookrunner.
7.3 It is expected that settlement will be on a T+2 basis in
accordance with the instructions set out in the trade
confirmation.
7.4 Interest is chargeable daily on payments not received from
Applicants on the due date in accordance with the arrangements set
out above at the rate of 2 percentage points above the base rate of
Barclays Bank Plc.
7.5 Each Applicant is deemed to agree that if it does not comply
with these obligations, the Joint Bookrunners may sell any or all
of the New Ordinary Shares allocated to the Applicant on such
Applicant's behalf and retain from the proceeds, for their own
account and profit, an amount equal to the aggregate amount owed by
the Applicant plus any interest due. The Applicant will, however,
remain liable for any shortfall below the aggregate amount owed by
such Applicant and it may be required to bear any tax or other
charges (together with any interest or penalties) which may arise
upon the sale of such New Ordinary Shares on such Applicant's
behalf.
7.6 If New Ordinary Shares are to be delivered to a custodian or
settlement agent, the Applicant should ensure that the trade
confirmation is copied and delivered immediately to the relevant
person within that organisation.
7.7 Insofar as New Ordinary Shares are registered in the
Applicant's name or that of its nominee or in the name of any
person for whom the Applicant is contracting as agent or that of a
nominee for such person, such New Ordinary Shares will, subject as
provided below, be so registered free from any liability to PTM
levy, stamp duty or stamp duty reserve tax. If there are any
circumstances in which any other stamp duty or stamp duty reserve
tax is payable in respect of the issue of the New Ordinary Shares,
neither the Joint Bookrunners nor the Company shall be responsible
for the payment thereof. Applicants will not be entitled to receive
any fee or commission in connection with the Tap Issue.
8. Representations and Warranties
By participating in the Tap Issue, each Applicant will (and any
person acting on such Applicant's behalf) be deemed to acknowledge,
agree, represent and warrant to each of the Company, the Investment
Manager, the Operations Manager and the Joint Bookrunners that:
8.1 it has read this Announcement, including this Appendix, in
its entirety and acknowledges that its acquisition of New Ordinary
Shares is subject to and based upon all the terms, conditions,
representations, warranties, indemnities, acknowledgements,
agreements and undertakings and other information contained herein
and undertakes not to redistribute or duplicate this Announcement
(including this Appendix);
8.2 no offering document or prospectus has been prepared in
connection with the New Ordinary Shares and represents and warrants
that it has not received a prospectus or other offering document in
connection therewith;
8.3 the Ordinary Shares are listed on the premium listing
segment of the Official List of the UK Listing Authority, and the
Company is therefore required to publish Regulatory Information,
which includes a description of the nature of the Company's
business and the Company's most recent balance sheet and profit and
loss account and that the Applicant is able to obtain or access
such information without undue difficulty, and is able to obtain
access to such information or comparable information concerning any
other publicly traded company, without undue difficulty;
8.4 it is relying solely on this Announcement (including this
Appendix) and the Regulatory Information published by the Company
prior to Admission of the New Ordinary Shares issued pursuant to
the Tap Issue and not on any other information given, or
representation or statement made at any time, by any person
concerning the Company or the Tap Issue;
8.5 the content of this Announcement and the Regulatory
Information is exclusively the responsibility of the Company and
(in respect of the Regulatory Information) in addition to the
Company, the persons stated therein as accepting responsibility,
and apart from the liabilities and responsibilities, if any, which
may be imposed on either of the Joint Bookrunners under any
regulatory regime, none of the Investment Manager, the Operations
Manager either of the Joint Bookrunners nor any person acting on
their behalf nor any of their affiliates makes any representation,
express or implied, nor accepts any responsibility whatsoever for
the contents of this Announcement and the Regulatory Information
nor for any other statement made or purported to be made by them or
on its or their behalf in connection with the Company, the New
Ordinary Shares or the Tap Issue, including but without limitation
the Company Key Information Document published in accordance with
Regulation (EU) 1286/2014 of the European Parliament and the
Council (commonly known as the PRIIPs Regulation');
8.6 if the laws of any territory or jurisdiction outside the
United Kingdom are applicable to its agreement to acquire New
Ordinary Shares under the Tap Issue, it warrants that it has
complied with all such laws, obtained all governmental and other
consents which may be required, complied with all requisite
formalities and paid any issue, transfer or other taxes due in
connection with its application in any territory and that it has
not taken any action or omitted to take any action which will
result in the Company, the Investment Manager, the Operations
Manager, or either of the Joint Bookrunners or any of their
respective officers, agents or employees acting in breach of the
regulatory or legal requirements, directly or indirectly, of any
territory or jurisdiction outside the United Kingdom in connection
with the Tap Issue;
8.7 it does not have a registered address in, and is not a
citizen, resident or national of, any jurisdiction in which it is
unlawful to make or accept an offer of the New Ordinary Shares and
it is not acting on a non-discretionary basis for any such
person;
8.8 it is not applying as, nor is it applying as nominee or
agent for, a person who is or may be liable to notify and account
for tax under the Stamp Duty Reserve Tax Regulations 1986 at any of
the increased rates referred to in section 67, 70, 93 or 96
(depository receipts and clearance services) of the Finance Act
1986;
8.9 it accepts that none of the New Ordinary Shares have been or
will be registered in any jurisdiction other than the United
Kingdom and that the New Ordinary Shares may not be offered, sold
or delivered, directly or indirectly, within any Excluded
Territory;
8.10 if it is applying for New Ordinary Shares in circumstances
under which the laws or regulations of a jurisdiction other than
the United Kingdom would apply, that it is a person to whom the New
Ordinary Shares may be lawfully offered under that other
jurisdiction's laws and regulations;
8.11 if it is resident in the UK, it is a qualifying investor
(as defined in section 86(7) of the Financial Services and Markets
Act 2000 (as amended) as well as a Qualified Investor for the
purposes of the Prospectus Directive and also a person (i) who has
professional experience in matters relating to investments falling
with Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Order"); or (ii) falling
within Article 49(2)(A) to (D) ("High Net Worth Companies,
Unincorporated Associations, etc") of the Order; or (iii) to whom
this Announcement (including this Appendix) may otherwise be
lawfully communicated;
8.12 if it is a resident in the EEA (other than the United
Kingdom): (a) it is a qualified investor within the meaning of the
law in the Relevant Member State implementing the Prospectus
Directive; and (b) that it is a person to whom the New Ordinary
Shares may be lawfully marketed under the AIFM Directive or under
the applicable implementing legislation (if any) of that Relevant
Member State; and (c) if it is a financial intermediary, as that
term is used in Article 3(2) of the Prospectus Directive, that the
New Ordinary Shares purchased by it in the Tap Issue will not be
acquired on a non-discretionary basis on behalf of, nor will they
be acquired with a view to their offer or resale to, persons in a
Relevant Member State other than Qualified Investors (within the
meaning of the Prospectus Directive), or in circumstances in which
the prior consent of the Joint Bookrunners has been given to the
offer or resale;
8.13 if it is outside the United Kingdom, neither the
Announcement (including this Appendix) or any other information of
document issued by or on behalf of or in respect of the Company or
either of the Joint Bookrunners constitutes an invitation, offer or
promotion to, or arrangement with, it or any person whom it is
procuring to subscribe for New Ordinary Shares pursuant to the Tap
Issue unless, in the relevant territory, such offer, invitation or
other course of conduct could lawfully be made to it or such person
and such documents or materials could lawfully be provided to it or
such person and the New Ordinary Shares could lawfully be
distributed to and subscribed and held by it or such person without
compliance with any unfulfilled approval, registration or other
regulatory or legal requirements;
8.14 it acknowledges that neither of the Joint Bookrunners nor
any of their respective affiliates nor any person acting on their
behalf is making any recommendations to it, advising it regarding
the suitability of any transactions it may enter into in connection
with the Tap Issue or providing any advice in relation to the Tap
Issue and participation in the Tap Issue is on the basis that it is
not and will not be a client of either of the Joint Bookrunners or
any of their affiliates and that the Joint Bookrunners and any of
their affiliates do not have any duties or responsibilities to it
for providing the protections afforded to their respective clients
or for providing advice in relation to the Tap Issue or the nor in
respect of any representations, warranties, undertaking or
indemnities contained in these terms and conditions;
8.15 it acknowledges that where it is acquiring New Ordinary
Shares for one or more managed, discretionary or advisory accounts,
it is authorised in writing for each such account: (i) to acquire
the New Ordinary Shares for each such account; (ii) to make on each
such account's behalf the representations, warranties and
agreements set out in this Appendix; and (iii) to receive on behalf
of each such account any documentation relating to the Tap Issue in
the form provided by the Company and/or either of the Joint
Bookrunners. It agrees that the provision of this paragraph shall
survive any resale of the New Ordinary Shares by or on behalf of
any such account;
8.16 it accepts that if the Tap Issue does not proceed (for
whatever reason) then none of the Company, the Joint Bookrunners
the Investment Manager, the Operations Manager or any of their
affiliates, nor persons controlling, controlled by or under common
control with any of them nor any of their respective employees,
agents, officers, members, stockholders, partners or
representatives, shall have any liability whatsoever to it or any
other person;
8.17 it acknowledges that any person in Guernsey involved in the
business of the Company who has a suspicion or belief that any
other person (including the Company or any person subscribing for
New Ordinary Shares) is involved in money laundering activities, is
under an obligation to report such suspicion to the Financial
Intelligence Service pursuant to the Terrorism and Crime (Bailiwick
of Guernsey) Law, 2002 (as amended);
8.18 it acknowledges and agrees that information provided by it
to the Company, Registrar or Administrator will be stored on the
Registrar's and the Administrator's computer system and manually.
It acknowledges and agrees that for the purposes of the Data
Protection (Bailiwick of Guernsey) Law 2001 (the "Data Protection
Law") and other relevant data protection legislation which may be
applicable, the Registrar and the Administrator are required to
specify the purposes for which they will hold personal data. The
Registrar and the Administrator will only use such information for
the purposes set out below (collectively, the Purposes), being to:
(a) process its personal data (including sensitive personal data)
as required by or in connection with its holding of New Ordinary
Shares, including processing personal data in connection with
credit and money laundering checks on it; (b) communicate with it
as necessary in connection with its affairs and generally in
connection with its holding of New Ordinary Shares; (c) provide
personal data to such third parties as the Administrator or
Registrar may consider necessary in connection with its affairs and
generally in connection with its holding of New Ordinary Shares or
as the Data Protection Law may require, including to third parties
outside the Bailiwick of Guernsey or the European Economic Area;
(d) without limitation, provide such personal data to the Company,
the Joint Bookrunners, the Investment Manager or the Operations
Manager and their respective Associates for processing,
notwithstanding that any such party may be outside the Bailiwick of
Guernsey or the European Economic Area; and (e) process its
personal data for the Administrator's internal administration;
8.19 in providing the Registrar and the Administrator with
information, it hereby represents and warrants to the Registrar and
the Administrator that it has obtained the consent of any data
subjects to the Registrar and the Administrator and their
respective associates holding and using their personal data for the
Purposes (including the explicit consent of the data subjects for
the processing of any sensitive personal data for the Purpose set
out in paragraph 8.18 above). For the purposes of this Appendix,
"data subject", "personal data" and "sensitive personal data" shall
have the meanings attributed to them in the Data Protection
Law;
8.20 in connection with its participation in the Tap Issue, it
has observed all relevant legislation and regulations, in
particular (but without limitation) those relating to money
laundering (Money Laundering Legislation) and that its application
is only made on the basis that it accepts full responsibility for
any requirement to verify the identity of its clients and other
persons in respect of whom it has applied. In addition, it warrants
that it is a person: (i) subject to the Money Laundering
Regulations 2007 in force in the United Kingdom; or (ii) subject to
the Money Laundering Directive (2005/60/EC of the European
Parliament and of the EC Council of 26 October 2005 on the
prevention of the use of the financial system for the purpose of
money laundering and terrorist financing); or (iii) subject to the
Guernsey AML Requirements; or (iv) acting in the course of a
business in relation to which an overseas regulatory authority
exercises regulatory functions and is based or incorporated in, or
formed under the law of, a country in which there are in force
provisions at least equivalent to those required by the Money
Laundering Directive;
8.21 the representations, undertakings and warranties contained
in this Appendix are irrevocable. It acknowledges that the Joint
Bookrunners, the Company, the Investment Manager, the Operations
Manager and their respective affiliates will rely upon the truth
and accuracy of the foregoing representations and warranties and it
agrees that if any of the representations or warranties made or
deemed to have been made by its subscription of the relevant New
Ordinary Shares are no longer accurate, it shall promptly notify
the Joint Bookrunners and the Company in writing;
8.22 where it or any person acting on behalf of it is dealing
with either of the Joint Bookrunners, any money held in an account
with either of the Joint Bookrunners on behalf of it and/or any
person acting on behalf of it will not be treated as client money
within the meaning of the relevant rules and regulations of the
Financial Conduct Authority which therefore will not require the
Joint Bookrunners to segregate such money, as that money will be
held by either of the Joint Bookrunners under a banking
relationship and not as trustee;
8.23 any of its clients, whether or not identified to the Joint
Bookrunners or any of their affiliates or agents, will remain its
sole responsibility and will not become clients of the Joint
Bookrunners or any of their affiliates or agents for the purposes
of the rules of the Financial Conduct Authority or for the purposes
of any other statutory or regulatory provision;
8.24 it accepts that the allocation of New Ordinary Shares shall
be determined by the Company (in consultation with the Joint
Bookrunners and the Investment Manager) in their absolute
discretion and that such persons may scale down any Tap Issue
commitments for this purpose on such basis as they may
determine;
8.25 time shall be of the essence as regards its obligations to
settle payment for the relevant New Ordinary Shares and to comply
with its other obligations under the Tap Issue; and
8.26 it requests, at its own initiative, that the Company (or
its agents) notifies it of all future opportunities to acquire
securities in the Company and provides it with all available
information in connection therewith.
9. United States Purchase and Transfer Restrictions
By participating in the Tap Issue, each Applicant will (and any
person acting on such Applicant's behalf) be deemed to acknowledge,
agree, represent and warrant to each of the Company, the Investment
Manager, the Operations Manager and the Joint Bookrunners that:
9.1 If it is located outside the United States, it is not a U.S.
Person, it is acquiring the New Ordinary Shares in an "offshore
transaction" within the meaning of, and in reliance on, Regulation
S and it is not acquiring the New Ordinary Shares for the account
or benefit of a U.S. Person;
9.2 if it is located inside the United States or is a U.S.
Person, it is a "qualified institutional buyer" (as the term is
defined in Rule 144A under the U.S. Securities Act) that is also a
"qualified purchaser" within the meaning of Section 2(a)(51) of the
Investment Company Act, and the related rules thereunder and is
acquiring the New Ordinary Shares for its own account or for the
account of one or more "qualified institutional buyers" that are
also "qualified purchasers" for which it is acting as a duly
authorised agent or for a discretionary account with respect to
which it exercises sole investment discretion and not with a view
to any resale, distribution or other disposition of any such
securities in violation of any US federal or state securities
laws;
9.3 it acknowledges that the New Ordinary Shares have not been
and will not be registered under the U.S. Securities Act or with
any securities regulatory authority of any State or other
jurisdiction of the United States and may not be offered or sold in
the United States or to, or for the account or benefit of, U.S.
Persons absent registration, or an exemption from registration,
under the U.S. Securities Act;
9.4 it acknowledges that the Company has not registered under
the U.S. Investment Company Act and that the Company has put in
place restrictions for transactions not involving any public
offering in the United States, and to ensure that the Company is
not and will not be required to register under the U.S. Investment
Company Act;
9.5 it acknowledges that the Investment Manager has not
registered under the U.S. Investment Advisers Act and that the
Company has put in place restrictions on the sale and transfer of
the New Ordinary Shares to ensure that the Investment Manager is
not and will not be required to register under the U.S. Investment
Advisers Act;
9.6 no portion of the assets used to purchase, and no portion of
the assets used to hold, the New Ordinary Shares or any beneficial
interest therein constitutes or will constitute the assets of (i)
an "employee benefit plan" as defined in Section 3(3) of ERISA that
is subject to Title I of the U.S. Employee Retirement Income
Security Act of 1974, as amended ("ERISA"); (ii) a "plan" as
defined in Section 4975 of the U.S. Internal Revenue Code of 1986,
as amended (the "Code"), including an individual retirement account
or other arrangement that is subject to Section 4975 of the Code;
or (iii) an entity which is deemed to hold the assets of any of the
foregoing types of plans, accounts or arrangements that is subject
to Title I of ERISA or Section 4975 of the Code. In addition, if an
investor is a governmental, church, non-U.S. or other employee
benefit plan that is subject to any federal, state, local or
non-U.S. law that is substantially similar to the provisions of
Title I of ERISA or Section 4975 of the Code, its purchase,
holding, and disposition of the New Ordinary Shares must not
constitute or result in a non-exempt violation of any such
substantially similar law;
9.7 that if any New Ordinary Shares offered and sold pursuant to
Regulation S are issued in certificated form (or if a request to
re-materialise uncertificated New Ordinary Shares into certificated
form), then such certificates evidencing ownership will contain a
legend substantially to the following effect unless otherwise
determined by the Company in accordance with applicable law:
"THE RENEWABLES INFRASTRUCTURE GROUP LIMITED (THE "COMPANY") HAS
NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. INVESTMENT
COMPANY ACT OF 1940, AS AMED (THE U.S. INVESTMENT COMPANY ACT). IN
ADDITION, THE SECURITIES OF THE COMPANY REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMED (THE U.S. SECURITIES ACT), OR WITH
ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES. ACCORDINGLY, THIS SECURITY MAY
NOT BE OFFERED, SOLD, PLEDGED, EXERCISED OR OTHERWISE TRANSFERRED
WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF,
U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE U.S. SECURITIES ACT OR
AN EXEMPTION THEREFROM AND UNDER CIRCUMSTANCES WHICH WILL NOT
REQUIRE THE COMPANY TO REGISTER UNDER THE U.S. INVESTMENT COMPANY
ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES
LAWS."
provided, that if any New Ordinary Shares are being sold
pursuant to paragraph 9.9 below, and if the Company is a "foreign
issuer" within the meaning of Regulation S at the time of sale, any
such legend may be removed upon delivery of the certification
described in paragraph 9.9 below, and provided further, that, if
any New Ordinary Shares are being sold pursuant to paragraph 9.9
below, the legend may be removed by delivery to the Company of an
opinion of counsel of recognised standing in form and substance
reasonably satisfactory to the Company, to the effect that such
legend is no longer required under applicable requirements of the
U.S. Securities Act, U.S. Investment Company Act or State
securities laws;
9.8 if in the future, the investor decides to offer, sell,
transfer, assign or otherwise dispose of the New Ordinary Shares,
it will do so only in compliance with an exemption from, or in a
transaction not subject to, the registration requirements of the
U.S. Securities Act and under circumstances which will not require
the Company to register under the U.S. Investment Company Act. It
acknowledges that any sale, transfer, assignment, pledge or other
disposal made other than in compliance with such laws and the above
stated restrictions will be subject to the compulsory transfer
provisions as provided in the Company's Articles;
9.9 if it is a person described in paragraph 9.2 above and, if
in the future it decides to offer, resell, pledge or otherwise
transfer any of the New Ordinary Shares, it understands and
acknowledges that the Shares are "restricted securities" within the
meaning of Rule 144 under the U.S. Securities Act and such New
Ordinary Shares may be offered, resold, pledged or otherwise
transferred only (i) outside the United States to non-U.S. Persons
in an offshore transaction in accordance with Rule 904 of
Regulation S (including, for example, an ordinary trade over the
London Stock Exchange), provided that the Company is a "foreign
issuer" within the meaning of Regulation S at the time of sale,
upon delivery to the Company of an exit certificate executed by the
transferor in a form reasonably satisfactory to the Company, (ii)
in a transaction that does not require registration under the U.S.
Securities Act or any applicable United States securities laws and
regulations or require the Company to register under the U.S.
Investment Company Act, subject to delivery to the Company of a US
investor representation letter executed by the transferee in a form
reasonably satisfactory to the Company, or (iii) to the
Company;
9.10 it is purchasing the New Ordinary Shares for its own
account or for one or more investment accounts for which it is
acting as a fiduciary or agent, in each case for investment only,
and not with a view to or for sale or other transfer in connection
with any distribution of the New Ordinary Shares in any manner that
would violate the U.S. Securities Act, the U.S. Investment Company
Act or any other applicable securities laws;
9.11 it acknowledges that the Company reserves the right to make
inquiries of any holder of the New Ordinary Shares or interests
therein at any time as to such person's status under the U.S.
federal securities laws and to require any such person that has not
satisfied the Company that holding by such person will not violate
or require registration under the U.S. securities laws to transfer
such New Ordinary Shares or interests in accordance with the
Articles;
9.12 it acknowledges and understands that the Company is
required to comply with FATCA and that the Company will follow
FATCA's extensive reporting and withholding requirements from their
effective date. The Applicant agrees to furnish any information and
documents the Company may from time to time request, including but
not limited to information required under FATCA;
9.13 it is entitled to acquire the New Ordinary Shares under the
laws of all relevant jurisdictions which apply to it, it has fully
observed all such laws and obtained all governmental and other
consents which may be required thereunder and complied with all
necessary formalities and it has paid all issue, transfer or other
taxes due in connection with its acceptance in any jurisdiction of
the New Ordinary Shares and that it has not taken any action, or
omitted to take any action, which may result in the Company, the
Investment Manager, the Operations Manager or the Joint
Bookrunners, or their respective directors, officers, agents,
employees and advisers being in breach of the laws of any
jurisdiction in connection with the Tap Issue or its acceptance of
participation in the Tap Issue;
9.14 it has received, carefully read and understands this
Announcement (including this Appendix), and has not, directly or
indirectly, distributed, forwarded, transferred or otherwise
transmitted this Announcement (including this Appendix) or any
other materials concerning the Company or the New Ordinary Shares
to within the United States or to any U.S. Persons, nor will it do
any of the foregoing; and
9.15 if it is acquiring any New Ordinary Shares as a fiduciary
or agent for one or more accounts, the investor has sole investment
discretion with respect to each such account and full power and
authority to make such foregoing representations, warranties,
acknowledgements and agreements on behalf of each such account.
The Company, the Investment Manager, the Operations Manager, the
Joint Bookrunners and their respective directors, officers, agents,
employees, advisers and others will rely upon the truth and
accuracy of the foregoing representations, warranties,
acknowledgments and agreements. If any of the representations,
warranties, acknowledgments or agreements made by the Applicant are
no longer accurate or have not been complied with, the Applicant
will immediately notify the Company in writing.
10. Miscellaneous
10.1 The rights and remedies of the Joint Bookrunners and the
Company under these terms and conditions are in addition to any
rights and remedies which would otherwise be available to each of
them and the exercise or partial exercise of one will not prevent
the exercise of others.
10.2 The contract to acquire New Ordinary Shares under the Tap
Issue will be governed by, and construed in accordance with, the
laws of England and Wales. For the exclusive benefit of the Joint
Bookrunners, Company, the Investment Manager and the Operations
Manager, each Applicant irrevocably submits to the jurisdiction of
the courts of England and Wales and waives any objection to
proceedings in any such court on the ground of venue or on the
ground that proceedings have been brought in an inconvenient forum.
This does not prevent an action being taken against an Applicant in
any other jurisdiction.
10.3 In the case of a joint agreement to apply for New Ordinary
Shares under the Tap Issue, references to an "Applicant" in these
terms and conditions are to each of the Applicants who are a party
to that joint agreement and their liability is joint and
several.
10.4 The Joint Bookrunners and the Company expressly reserve the
right to modify the Tap Issue (including, without limitation, the
timetable and settlement) at any time before allocations are
determined.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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(END) Dow Jones Newswires
March 12, 2018 08:29 ET (12:29 GMT)
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