4 December 2020
LEI: 2138004JHBJ7RHDYDR62
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION OF THIS ANNOUNCEMENT WOULD BE UNLAWFUL. PLEASE SEE THE SECTION ENTITLED "DISCLAIMERS" AT THE END OF THIS ANNOUNCEMENT.
This announcement does not constitute, and may not be construed as, an offer to sell or an invitation to purchase, investments of any description, or a recommendation regarding the issue or the provision of investment advice by any party. No information set out in this announcement is intended to form the basis of any contract of sale, investment decision or any decision to purchase shares in the Company.
DOWNING RENEWABLES & INFRASTRUCTURE TRUST PLC
("DORE" or "the Company")
Results of Initial Public Offering
Downing Renewables & Infrastructure Trust PLC is pleased to announce that it has successfully raised gross proceeds of £122,500,000 through a placing, an offer for subscription and an intermediaries offer (together the "Issue") of ordinary shares of 1 pence each in the capital of the Company ("Ordinary Shares") at an issue price of 100 pence per Ordinary Share.
Applications will be made for 122,500,000 Ordinary Shares to be admitted to the premium segment of the Official List and to trading on the premium segment of the London Stock Exchange's main market.
The Company will look to provide sustainable income streams with an element of capital growth for its shareholders by investing in a portfolio of renewable energy and infrastructure assets diversified by technology, geography, project stage and revenue type. The Board and Downing LLP, the Company's investment manager (the "Investment Manager" or "Downing") believe that such diversification reduces the overall risk whilst increasing the consistency and stability of revenues.
Terms used and not defined in this announcement will bear the meanings given in the Prospectus.
Hugh W M Little, Chair of Downing Renewables & Infrastructure Trust Plc said:
"We are very pleased with the response we have received and the endorsement of our differentiated proposition from both institutional and retail investors. We are grateful to our new shareholders and look forward to delivering an attractive return for them over the coming years."
Tom Williams, Partner, Head of Energy and Infrastructure at Downing LLP, said:
"The increasing demand for renewables, driven by broad political support for the transition to 'net-zero' emission economies, presents the ideal opportunity for the Company and we are delighted to be launching DORE at this time. The Company will be well positioned to support the growing demand for renewable energy. We look forward to proceeding with the proposed acquisition of the Seed Assets and continuing to progress the wider pipeline, including the hydro and wind assets that are under exclusivity."
ENDS
Contact details:
| Downing LLP - Investment Manager to the Company
Tom Williams
|
+44 (0)20 3954 9908 |
| N+1 Singer - Sponsor, financial adviser and sole bookrunner
Robert Peel, Alan Ray, Carlo Spingardi (Investment Banking) Sam Greatrex, Alan Geeves, James Waterlow, Paul Glover (Sales)
|
+44 (0)20 7496 3000
|
| Solid Solutions Associates (UK Limited) - Intermediaries Offer Adviser
Nigel Morris
|
+44 (0)7850 825 701 |
| TB Cardew - Public relations advisor to the Company
Ed Orlebar Tania Wild
|
+44 (0)20 7930 0777
+44 (0)7738 724 630 / +44 (0)7425 536 903 DORE@tbcardew.com |
About DORE
DORE is a newly incorporated investment trust which will invest exclusively in a portfolio of diversified Renewable and Infrastructure assets located in the UK, Ireland and Northern Europe. DORE's strategy, which focuses on diversification, is designed to increase the stability of revenues and reduce seasonal variability and enhance returns by making some investments into assets that are in construction or are construction-ready.
About Downing LLP
Downing LLP is a London-based investment management firm. It has over 35,000 investors and has raised over £1.7 billion into businesses across a range of sectors, from renewable energy, care homes, health clubs, and children's nurseries, to technology and sports nutrition. Downing has a demonstrable track record in renewables, having made 116 investments into solar parks, wind farms and hydroelectric plants since 2010.
Disclaimers
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 Downing LLP solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000 (as amended).
This announcement is an advertisement and does not constitute a prospectus and investors must subscribe for or purchase any shares referred to in this announcement only on the basis of information contained in the Prospectus published by the Company on 12 November 2020 (and in any supplementary prospectus) and not in reliance on this announcement. Investors should read the Prospectus and in particular the risk factors set out therein in order to fully understand the potential risks and rewards associated with the decision to invest in the Company. The approval of the Prospectus by the Financial Conduct Authority should not be understood as an endorsement by the Financial Conduct Authority of the securities offered. If you have any doubts about the suitability of an investment you should seek professional advice. Copies of the Prospectus, subject to any applicable law, is available for viewing at the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on the Company's website. Neither the content of the Company's website, nor the content on any website accessible from hyperlinks on its website for any other website, is incorporated into, or forms part of, this announcement nor, unless previously published by means of a recognised information service, 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.
This announcement does not constitute, and may not be construed as, an offer to sell or an invitation to purchase investments of any description or a recommendation regarding the issue or the provision of investment advice by any party. No information set out in this announcement is intended to form the basis of any contract of sale, investment decision or any decision to purchase shares in the Company.
The information in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. The material contained in this announcement is given as at the date of its publication (unless otherwise marked) and is subject to updating, revision and amendment. In particular, any proposals referred to herein are subject to revision and amendment.
Nplus1 Singer Advisory LLP, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as sponsor and financial adviser for the Company and for no one else in connection with the matters described in this announcement and will not regard any other person (whether or not a recipient of the Prospectus) as its client and will not be responsible to anyone for providing the protections afforded to its clients or for providing any advice in relation to the matters contained herein.
Nplus1 Singer Capital Markets Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as sole bookrunner for the Company and for no one else in connection with the matters described in this announcement and will not regard any other person (whether or not a recipient of the Prospectus) as its client and will not be responsible to anyone for providing the protections afforded to its clients or for providing any advice in relation to the matters contained herein.
In these disclaimers, "N+1 Singer" refers to Nplus1 Singer Advisory LLP, Nplus1 Singer Capital Markets Limited or both of them, as the context requires.
The 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 and the Ordinary Shares may not be offered or sold in the United States or to, or for the account or benefit of, U.S. Persons (as defined in Regulation S under the U.S. Securities Act) absent registration or an exemption from registration under the U.S. Securities Act. Moreover, the Ordinary Shares have not been, nor will they be, registered under the applicable securities laws of Australia, Canada, the Republic of South Africa, Japan or any member state of the EEA (other than any member state of the EEA where the Ordinary Shares are lawfully marketed). Further, the Company is not, and will not be, registered under the US Investment Company Act of 1940, as amended. The Ordinary Shares of the Company will be offered and sold outside of the United States to non-U.S. Persons in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Regulation S thereunder. Subject to certain exceptions, the Ordinary Shares may not be offered or sold in the United States, Australia, Canada, the Republic of South Africa, Japan or any member state of the EEA (other than any member state of the EEA, where the Ordinary Shares are lawfully marketed) or to, or for the account or benefit of, any national, resident or citizen of, the United States, Australia, Canada, the Republic of South Africa, Japan or any member state of the EEA (other than to professional investors in certain EEA member states for which marketing approval has been obtained). The Issue and the distribution of this announcement, in certain jurisdictions may be restricted by law and accordingly persons into whose possession this announcement is received are required to inform themselves about and to observe such restrictions.
The value of 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 referring to past performance and past performance should not be considered a reliable indicator of future results. Returns may increase or decrease as a result of currency fluctuations.
This announcement may include 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", "might", "will" or "should" or, in each case, their negative or other variations or similar expressions. 17 All statements other than statements of historical facts included in this announcement, including, without limitation, those regarding the Company's financial position, strategy, plans, proposed acquisitions and objectives, are forward-looking statements.
Forward-looking statements are subject to risks and uncertainties and, accordingly, the Company's actual future financial results and operational performance may differ materially from the results and performance expressed in, or implied by, the statements. These factors include but are not limited to those described in the Prospectus. These forward-looking statements speak only as at the date of this announcement and cannot be relied upon as a guide to future performance. Subject to their respective legal and regulatory obligations (including under the Prospectus Regulation Rules), the Company, the Investment Manager and N+1 Singer expressly disclaim any obligations or undertaking to update or revise any forward-looking statements contained herein to reflect any change in expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based unless required to do so by law or any appropriate regulatory authority, including FSMA, the Listing Rules, the Prospectus Regulation Rules, the Disclosure Guidance and Transparency Rules, the Prospectus Regulation and MAR.
None of the Company, the Investment Manager, N+1 Singer, 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 the Investment Manager and N+1 Singer, 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.