18 December 2020
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, TO US PERSONS OR INTO OR WITHIN THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, SOUTH AFRICA OR JAPAN, OR ANY OTHER JURISDICTION WHERE, OR TO ANY OTHER PERSON TO WHOM, TO DO SO WOULD BE UNLAWFUL. THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER TO SELL OR ISSUE, OR ANY SOLICITATION OF ANY OFFER TO PURCHASE, SUBSCRIBE FOR OR OTHERWISE ACQUIRE, ANY INVESTMENTS IN ANY JURISDICTION.
ECOFIN U.S. RENEWABLES INFRASTRUCTURE TRUST PLC
RESULTS OF INITIAL PUBLIC OFFERING
Further to the announcement made on 14 December 2020, the Board of Ecofin U.S. Renewables Infrastructure Trust PLC ("RNEW" or the "Company"), is pleased to announce that it has raised gross proceeds of $125 million pursuant to its initial public offering ("IPO"). Commitments under the Placing and applications under the Offer for Subscription have been satisfied in full at the Issue Price of $1.00 per Ordinary Share.
The Company intends to invest in a diversified portfolio of mixed U.S. renewable energy assets benefiting from supportive government incentives and the availability of fixed longer-term revenue contracts (10-25+ years).
In addition to the commitment as outlined in the Prospectus, the Company's investment manager, Ecofin Advisors, LLC, has subscribed for an additional 7,250,000 Ordinary Shares at the Issue Price, resulting in a total holding of 8,500,000 Ordinary Shares. A fund managed by Capricorn Investment Group has subscribed for a total of 22,500,000 Ordinary Shares at the Issue Price. The Non-executive directors of the Company have subscribed for 147,481 Ordinary Shares in aggregate at the Issue Price.
Applications have been made for the admission of 125,000,001 Ordinary Shares to the premium segment of the Official List of the Financial Conduct Authority and to trading on the London Stock Exchange's Main Market ("Admission"). It is expected that Admission will become effective and that unconditional dealings in the Ordinary Shares will commence at 8.00 a.m. on Tuesday 22 December 2020.
Stifel Nicolaus Europe Limited ("Stifel") acted as Sponsor and sole bookrunner.
Patrick O'D Bourke, Chairman of Ecofin U.S. Renewables Infrastructure Trust PLC, commented on the IPO:
"We thank investors for their support for the Company and its investment mandate in this important asset class. We look forward to welcoming them as new shareholders, and to working with Ecofin Advisors to pursue the Company's investment objective."
Jerry Polacek, Managing Director and Group Lead of Private Clean Energy and Infrastructure at Ecofin, said:
"On behalf of Ecofin, I wish to thank every investor that made RNEW's offering possible against the backdrop of a global pandemic and a roadshow executed through a novel virtual format. Your support serves to directly expand investment in renewable energy and decarbonisation of the US power grid. RNEW is well positioned to participate in the accelerating growth of US renewable energy derived from compelling economics for energy consumers and an improving national policy environment. The Ecofin team is working diligently to meet our commitments in order that RNEW can meet its investment objectives."
Dealing codes
| Ordinary Shares traded in US Dollars |
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| Ticker of the Ordinary Shares |
RNEW |
| ISIN for the Ordinary Shares |
GB00BLPK4430 |
| SEDOL for the Ordinary Shares |
BLPK443 |
| Ordinary Shares traded in Sterling |
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| Ticker of the Ordinary Shares |
RNEP |
| ISIN for the Ordinary Shares |
GB00BLPK4430 |
| SEDOL for the Ordinary Shares |
BMXZ812 |
The total number of Ordinary Shares with voting rights in issue immediately following Admission will be 125,000,001 Ordinary Shares.
For the purposes of participation in the Initial Issue, the Relevant Sterling Exchange Rate, being the GBP to US Dollar spot exchange rate published by Bloomberg at 5:00 p.m. on 17 December 2020, was 1:1.3609. The Sterling equivalent Initial Issue Price is therefore 73.48 pence per Ordinary Share.
Capitalised terms shall have the same meaning attributed to them in the Prospectus unless otherwise defined in this announcement.
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For further information, please contact:
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Further information on the Company can be found on its website at https://ecofininvest.com/rnew.
The Company's LEI is 2138004JUQUL9VKQWD21.
Investors could lose all or part of their investment. The value of the 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.
Neither the content of the Company's website, nor the content of any material accessible from hyperlinks on the Company's website is incorporated into or forms part of this announcement and nor, unless previously published by means of an RIS announcement, should any such content be relied upon in reaching a decision as to whether or not to acquire, continue to hold, or dispose of, securities in the Company.
Stifel, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting only for the Company in connection with the matters described in this announcement and is not acting for or advising any other person, or treating any other person as its client, in relation thereto and will not be responsible for providing the regulatory protection afforded to clients of Stifel or advice to any other person in relation to the matters contained herein. Neither Stifel nor any of its directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for this announcement, its contents or otherwise in connection with it or any other information relating to the Company, whether written, oral or in a visual or electronic format.
This announcement may not be published, distributed or transmitted by any means or media, directly or indirectly, in whole or in part, in or into the United States. This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. The securities mentioned herein have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "US Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States and will not be offered, sold, exercised, resold, transferred or delivered, directly or indirectly, in or into the United States or to, or for the account or benefit of, any US person (as defined under Regulation S under the US Securities Act). The Company has not been, and will not be, registered under the U.S. Investment Company Act of 1940, as amended.
Neither this announcement nor any copy of it may be: (i) taken or transmitted into or distributed in any member state of the European Economic Area, Canada, Australia, Japan or the Republic of South Africa or to any resident thereof, or (ii) taken or transmitted into or distributed in Japan or to any resident thereof. Any failure to comply with these restrictions may constitute a violation of the securities laws or the laws of any such jurisdiction. The distribution of this announcement in other jurisdictions may be restricted by law and the persons into whose possession this document comes should inform themselves about, and observe, any such restrictions.
This announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements relate to matters that are not historical facts regarding the Company's investment strategy, financing strategies, investment performance, results of operations, financial condition, prospects and the dividend policies of the Company and the instruments in which it will invest. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by these forward- looking statements. These factors include, but are not limited to, changes in general market conditions, legislative or regulatory changes, changes in taxation regimes or development planning regimes, the Company's ability to invest its cash in suitable investments on a timely basis and the availability and cost of capital for future investments.
The Company expressly disclaims 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 Market Abuse Regulation, FSMA, the Listing Rules or Prospectus Regulation Rules of the Financial Conduct Authority or other applicable laws, regulations or rules.
None of the Company, Ecofin, Stifel, or any of their respective 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. The Company, Ecofin, Stifel, and their respective affiliates, accordingly disclaim all and any liability whether arising in tort, contract or otherwise which they might otherwise have in respect of this announcement or its contents or otherwise arising in connection therewith.