Renewables Infrastructure Group Regulatory News (TRIG)

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.

This announcement has been determined to contain inside information for the purposes of the Market Abuse Regulation (EU) No. 596/2014 

28 March 2019

The Renewables Infrastructure Group Limited ("TRIG" or the "Company")

Result of Initial Issue, Refinancing of an Onshore Wind Portfolio and Use of Proceeds

Result of Initial Placing, Open Offer, Offer for Subscription and Intermediaries Offer 

The Board of The Renewables Infrastructure Group Limited is pleased to announce that the fundraising undertaken pursuant to the Initial Placing, Initial Open Offer, Initial Offer for Subscription and Intermediaries Offer announced on 7 March 2019 has been successfully completed.

The Initial Issue was heavily oversubscribed, with applications totalling nearly three times the 150 million New Ordinary Shares initially available thereunder. The Company has an active pipeline of investment opportunities, some of which are at an advanced stage and expected to reach completion in the near term, as well as Outstanding Commitments in respect of the Erstrask and Solwaybank wind farms amounting to £158 million. Accordingly, the Board, in consultation with InfraRed Capital Partners Limited (the "Investment Manager"), RES (the "Operations Manager") and the Joint Bookrunners, has agreed to increase the number of New Ordinary Shares available under the Initial Issue to 265 million, raising gross proceeds of £302.1 million. Notwithstanding the upsizing of the Initial Issue, the Company has had to scale back applications materially.

Of the 265,000,000 New Ordinary Shares to be issued by the Company, 129,739,922 New Ordinary Shares will be issued pursuant to the Initial Open Offer (including 33,632,527 under the Excess Application Facility), 18,789,229 New Ordinary Shares will be issued pursuant to the Initial Offer for Subscription and the Intermediaries Offer and 116,470,849 New Ordinary Shares will be issued pursuant to the Initial Placing. In accordance with the terms and conditions of the Issue, all applications made pursuant to Initial Open Offer entitlements will be met in full.

Canaccord Genuity and Liberum acted as joint bookrunners in relation to the Initial Issue.

Application for Admission

Application has been made for 265 million New Ordinary Shares to be admitted to the premium segment of the Official List of the FCA and to trading on the Main Market of the London Stock Exchange. It is expected that admission in respect of the New Ordinary Shares will become effective, and that dealings in the New Ordinary Shares will commence, at 8.00 a.m. on 1 April 2019.

Total Voting Rights

On Admission, the Company's issued share capital will consist of 1,444,961,346 Ordinary Shares with voting rights. 

This figure may be used by shareholders in determining the denominator for the calculation by which they will establish if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules. 

 Helen Mahy CBE, Chairman of TRIG, said:

"The Board would like to thank TRIG's existing shareholders and new investors for their support in the Company's fundraising. Such significant oversubscription for this initial issue under the share issuance programme is testament not only to TRIG's demonstrable track record in delivering long-term, sustainable income but also to TRIG's commitment to decarbonisation.

This equity issue enables us to capitalise on our exciting near-term investment pipeline and continue to deliver sustainable value to our shareholders."

Refinancing of an Onshore Wind Portfolio

The refinancing of the six co-owned Scottish wind farms: Crystal Rig 1, Rothes 1, Paul's Hill, Crystal Rig 2, Rothes 2 and Mid Hill, has completed. Approximately £60 million will be repaid to TRIG as a result of refinancing these wind farms.

Consistent with TRIG's approach to other term project finance debt, the new debt will be repaid over each asset's subsidy period. The debt is committed for its full duration with no refinancing risk and the interest is predominantly fixed via swaps, thereby limiting exposure to increasing interest rates.

The Investment Manager estimates that, as at 30 June 2019, the project-level gearing will be c.34% of enterprise value, based on the current portfolio and following the above refinancing.

Use of Proceeds

Following TRIG's initial investment in Ersträsk, its investment in Jädrass and a drawdown for a transaction that the Company expects to close shortly, the Company's Revolving Acquisition Facility is currently drawn €287 million (£247 million).

The net proceeds of the Initial Issue, and the proceeds from the refinancing, will be applied to repay amounts drawn under the Revolving Acquisition Facility and applied towards the Company's pipeline of investment opportunities (including Outstanding Commitments).

Capitalised terms not otherwise defined in this announcement shall have the meaning set out in the Prospectus. 

LEI: 213800N06Q7Q7HMOMT20

For further information, please contact:

Enquiries

InfraRed Capital Partners Limited +44 (0) 20 7484 1800

Richard CrawfordPhil GeorgeCanaccord Genuity Limited +44 (0) 20 7523 8000Lucy LewisAndrew ZychowskiDenis Flanagan

Liberum Capital Limited +44 (0) 20 3100 2000Chris ClarkeGillian MartinLouis Davies

Tulchan Communications +44 (0) 20 7353 4200

Martin Pengelley

Notes

The Company

The Renewables Infrastructure Group ("TRIG" or the "Company") is a leading London-listed renewable energy infrastructure investment company. The Company seeks to provide shareholders with an attractive long-term, income-based return with a positive correlation to inflation by focusing on strong cash generation across a diversified portfolio of predominantly operating projects. TRIG is targeting an aggregate dividend of 6.64 pence per Ordinary Share for the year to 31 December 2019.

TRIG is invested in a portfolio of 63 wind and solar PV generation projects and a battery storage project in the UK, France, the Republic of Ireland and Sweden with an aggregate net generating capacity in excess of 1,323MW. TRIG is seeking further suitable investment opportunities which fit its stated Investment Policy.

Further details can be found on TRIG's website at www.trig-ltd.com.

Investment Manager

TRIG's Investment Manager is InfraRed Capital Partners Limited ("InfraRed") which has successfully invested in over 200 infrastructure projects since 1997. InfraRed is a leading international investment manager focused on infrastructure and real estate. It operates worldwide from offices in London, Hong Kong, New York, Seoul and Sydney. With over 150 professionals it manages in excess of USD 12 billion of equity capital in multiple private and listed funds, primarily for institutional investors across the globe. InfraRed is authorised and regulated by the Financial Conduct Authority.

The infrastructure investment team at InfraRed consists of over 80 investment professionals, all with an infrastructure investment background and a broad range of relevant skills, including private equity, structured finance, construction, renewable energy and facilities management.

InfraRed implements best-in-class practices to underpin asset management and investment decisions, promotes ethical behaviour and has established community engagement initiatives to support good causes in the wider community. InfraRed is a signatory of the Principles of Responsible Investment.

Further details can be found on InfraRed's website at www.ircp.com.

Operations Manager

TRIG's Operations Manager is RES (Renewable Energy Systems Limited), the world's largest independent renewable energy company.

RES has been at the forefront of wind energy development for over 35 years, with the expertise to develop, engineer, construct, finance and operate projects around the globe. RES has developed or constructed onshore and offshore wind, solar, energy storage and transmission projects totalling more than 16GW in capacity. RES' operational asset portfolio exceeds 3.5GW worldwide for a large client base. Headquartered in Hertfordshire, UK, RES is active in 10 countries and has over 2,000 employees engaged in renewables globally.

RES is an expert at optimising energy yields, with a strong focus on safety and sustainability. Further details can be found on the website at www.res-group.com.

Important Information

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 of 1933, as amended (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.

Canaccord Genuity Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting for the Company and for no one else in connection with the Issue and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Issue, or any other matters referred to herein.

Liberum Capital Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting for the Company and for no one else in connection with the Issue and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Issue, or any other matters referred to herein

Information for 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 Company's Shares have been subject to a product approval process, which has determined that such Shares are: (i) compatible with an end target market of (a) retail 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 and (b) investors who meet the criteria of professional clients and eligible counterparties each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II for each type of investor (the "Target Market Assessment").

Notwithstanding the Target Market Assessment, distributors should note that: the price of the Shares may decline and investors could lose all or part of their investment; the Shares offer no guaranteed income and no capital protection; and an investment in the 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 risk 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 Share Issuance Programme (including the Initial Issue). Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Bookrunners will only contact prospective investors through the Initial Placing or any subsequent placing 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 the Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Shares and determining appropriate distribution channels.