Publication of Supplementary Prospectus

18 July 2019

SDCL Energy Efficiency Income Trust plc  

("SEEIT" or the "Company") 

Publication of Supplementary Prospectus

SDCL Energy Efficiency Income Trust plc ("SEEIT" or the "Company") announces that it has today published a supplementary prospectus (the "Supplementary Prospectus") which is supplemental to, and should be read in conjunction with, the Prospectus published by the Company on 22 November 2018 (the "Prospectus") in relation to its share issuance programme for Ordinary Shares and/or C Shares in the capital of the Company (the "Share Issuance Programme"). The publication of the Supplementary Prospectus is a regulatory requirement under the Prospectus Rules following the publication of the Company's annual report and audited financial statements for the period ending 31 March 2019 (the "2019 Annual Report"), which is incorporated by reference into the Supplementary Prospectus where relevant.

A copy of the Supplementary Prospectus has been submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/NSM and on the Company's website at www.sdcleeit.com. A copy of the Supplementary Prospectus can also be viewed at the registered office of the Company at Asticus Building 2nd Floor, 21 Palmer Street, London, SW1H 0AD.

Terms used and not defined in this announcement have the meanings given in the Prospectus.

For Further Information

About SEEIT (www.sdcleeit.com)

SDCL Energy Efficiency Income Trust is the first listed company of its kind to invest exclusively in the energy efficiency sector. SEEIT raised £100 million gross proceeds in its London Stock Exchange IPO in December 2018, followed by an additional Placing of £72 million gross proceeds on the 16^th April 2019. The Company acquired its seed portfolio in December 2018 for a total cash commitment of £87 million and made its first investment in the USA in March 2019. Examples of the projects in the seed portfolio include Combined Cooling/Heating and Power Plants ("CCHP") at a Citi data centre and St Bartholomew's Hospital in London, as well as LED lighting projects for hundreds of Santander properties and over 100 NCP car parks in the UK.

SEEIT aims to deliver shareholders value through its investment in a diversified portfolio of Energy Efficiency projects which are driven by the opportunity to deliver lower cost, cleaner and more reliable energy solutions to end users of energy. 

SEEIT aims to give investors an attractive total return with a stable dividend income, capital preservation and the opportunity for capital growth.

Investment Manager

SEEIT's investment manager is Sustainable Development Capital LLP ("SDCL"), an investment firm established in 2007, with a proven track record of investment in energy efficiency and decentralised generation projects in the UK, Continental Europe, North America and Asia.

SDCL is headquartered in London and the group also operates worldwide from offices in New York, Dublin and Singapore. SDCL is authorised and regulated in the UK by the Financial Conduct Authority.

DISCLAIMERS

This announcement is not an offer to sell or a solicitation of any offer to buy the securities of SDCL Energy Efficiency Income Trust plc (the "Company", and such securities, the "Securities") in the United States, Australia, Canada, Japan, or in any other jurisdiction where such offer or sale would be unlawful.

This communication is not for publication or distribution, directly or indirectly, in or into the United States of America. This communication is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.

The Company has not been and will not be registered under the US Investment Company Act of 1940 (the "Investment Company Act") and, as such, holders of the Securities will not be entitled to the benefits of the Investment Company Act.  No offer, sale, resale, pledge, delivery, distribution or transfer of the Securities may be made except under circumstances that will not result in the Company being required to register as an investment company under the Investment Company Act.

This communication is only addressed to, and directed at, persons in member states of the European Economic Area (other than the United Kingdom) who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive ("Qualified Investors").  For the purposes of this provision, the expression "Prospectus Directive" means Directive 2003/71/EC and includes any relevant implementing measure in each member state of the European Economic Area which has implemented the Prospectus Directive.  This communication must not be acted on or relied on in any member state of the European Economic Area other than the United Kingdom, by persons who are not Qualified Investors.

The merits or suitability of any securities must be independently determined by the recipient on the basis of its own investigation and evaluation of the proposed investment trust. Any such determination should involve, among other things, an assessment of the legal, tax, accounting, regulatory, financial, credit and other related aspects of the securities.

This announcement may not be used in making any investment decision.  This announcement does not contain sufficient information to support an investment decision and investors should ensure that they obtain all available relevant information before making any investment.  This announcement does not constitute and may not be construed as an offer to sell, or an invitation to purchase or otherwise acquire, investments of any description, nor as a recommendation regarding the possible offering or the provision of investment advice by any party. No information in this announcement should be construed as providing financial, investment or other professional advice and each prospective investor should consult its own legal, business, tax and other advisers in evaluating the investment opportunity. No reliance may be placed for any purposes whatsoever on this announcement (including, without limitation, any illustrative modelling information contained herein), or its completeness.

Nothing in this announcement constitutes investment advice and any recommendations that may be contained herein have not been based upon a consideration of the investment objectives, financial situation or particular needs of any specific recipient.

The information and opinions contained in this announcement are provided as at the date of the document and are subject to change and no representation or warranty, express or implied, is or will be made in relation to the accuracy or completeness of the information contained herein and no responsibility, obligation or liability or duty (whether direct or indirect, in contract, tort or otherwise) is or will be accepted by SEEIT, SDCL, Jefferies or any of their affiliates or by any of their respective officers, employees or agents in relation to it.

Potential investors should be aware that any investment in SEEIT is speculative, involves a high degree of risk, and could result in the loss of all or substantially all of their investment. Results can be positively or negatively affected by market conditions beyond the control of SEEIT or any other person. The returns set out in this document are targets only. There is no guarantee that any returns set out in this document can be achieved or can be continued if achieved, nor that SEEIT will make any distributions whatsoever. There may be other additional risks, uncertainties and factors that could cause the returns generated by SEEIT to be materially lower than the returns set out in this document.

The information contained in this announcement is given at the date of its publication (unless otherwise marked) and is subject to updating, revision and amendment when the Prospectus is published. In particular, the proposals referred to herein are tentative and are subject to verification, material updating, revision and amendment. No reliance may be placed for any purpose whatsoever on the information or opinions contained in this announcement or on its completeness, accuracy or fairness. The document has not been approved by any competent regulatory or supervisory authority.

The information in this announcement may include forward-looking statements, which are based on the current expectations and projections about future events and in certain cases can be identified by the use of terms such as "may", "will", "should", "expect", "anticipate", "project", "estimate", "intend", "continue", "target", "believe" (or the negatives thereon) or other variations thereon or comparable terminology. These forward-looking statements, as well as those included in any related materials, are subject to risks, uncertainties and assumptions about SEEIT, including, among other things, the development of its business, trends in its operating industry, and future capital expenditures and acquisitions.  In light of these risks, uncertainties and assumptions, the events in the forward-looking statements may not occur.  Each of SEEIT, SDCL, Jefferies and their affiliates and their respective officers, employees and agents expressly disclaim any and all liability which may be based on this announcement and any errors therein or omissions therefrom. No representation or warranty is given to the achievement or reasonableness of future projections, management targets, estimates, prospects or returns, if any.  Any views contained herein are based on financial, economic, market and other conditions prevailing as at the date of this announcement.  The information contained in this announcement will not be updated.

This announcement does not constitute or form part of, and should not be construed as, any offer or invitation or inducement for sale, transfer or subscription of, or any solicitation of any offer or invitation to buy or subscribe for or to underwrite, any share in SEEIT or to engage in investment activity (as defined by the Financial Services and Markets Act 2000) in any jurisdiction nor shall it, or any part of it, or the fact of its distribution form the basis of, or be relied on in connection with, any contract or investment decision whatsoever, in any jurisdiction.  This announcement does not constitute a recommendation regarding any securities.

Neither the United States Securities and Exchange Commission nor any state securities commission has approved or disapproved of SEEIT's shares or passed upon or endorsed the merits of the offering of SEEIT's shares or the adequacy or accuracy of this announcement.

Prospective investors should take note that any securities may not be acquired by (i) investors using assets of (A) an "employee benefit plan" as defined in Section 3(3) of US Employee Retirement Income Security Act of 1974, as amended ("ERISA") that is subject to Title I of ERISA; (B) a "plan" as defined in Section 4975 of the US Internal Revenue Code of 1986, as amended (the "US Tax Code"), including an individual retirement account or other arrangement that is subject to Section 4975 of the US Tax Code; or (C) 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 US Tax Code or (ii) a governmental, church, non-US or other employee benefit plan that is subject to any federal, state, local or non-US law that is substantially similar to the provisions of Title I of ERISA or Section 4975 of the US Tax Code.

Jefferies is authorised and regulated in the United Kingdom by the Financial Conduct Authority. Jefferies is acting for SEEIT and no one else in connection with the proposed initial public offering and admission to the premium segment of the London Stock Exchange's Main Market, and will not be responsible to anyone other than SEEIT for providing the protections afforded to clients of Jefferies or for affording advice in relation to any transaction or arrangement referred to in this announcement. This announcement does not constitute any form of financial opinion or recommendation on the part of Jefferies or any of its affiliates and is not intended to be an offer, or the solicitation of any offer, to buy or sell any securities.

This announcement constitutes a financial promotion pursuant to section 21 of the Financial Services and Markets Act 2000 and has been prepared and issued by SDCL, which is authorised and regulated in the United Kingdom by the FCA, and whose registered office is Foxglove House, 166 Piccadilly, London, W1J 9EF.