Publication of Supplementary Prospectus
18 September 2020
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION OR RELEASE OF THIS ANNOUNCEMENT WOULD BE UNLAWFUL
This announcement is an advertisement and does not constitute a prospectus and investors must subscribe for any shares referred to in this announcement only on the basis of information contained in the summary, registration document and securities note published by Octopus Renewables Infrastructure Trust plc on 19 November 2019 as supplemented by the Supplementary Prospectus (as defined below) and not in reliance on this announcement. A copy of the prospectus is and a copy of the Supplementary Prospectus will shortly, subject to certain access restrictions, be available for inspection on the Company's website: www.octopusrenewablesinfrastructure.com and at the registered office of 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
Octopus Renewables Infrastructure Trust plc
Publication of Supplementary Prospectus
The Board of Directors of Octopus Renewables Infrastructure Trust plc (the "Company") announces the publication today of a supplementary prospectus (the "Supplementary Prospectus"). The publication of the Supplementary Prospectus follows the publication of the Company's financial statements for the period from the Company's incorporation on 11 October 2019 to 30 June 2020.
The Supplementary Prospectus is supplemental to, and should be read in conjunction with, the summary, registration document and securities note published by the Company on 19 November 2019 (the "Prospectus").
The Supplementary Prospectus will shortly be available on the Company's website (via www. octopusrenewablesinfrastructure.com), subject to certain access restrictions, and available for inspection at the Company's registered office, at 1st Floor, Senator House, 85 Queen Victoria Street, London, EC4V 4AB. In addition, a copy of the Supplementary Prospectus will be submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
For further information please contact:
Octopus Investments Limited (Investment Manager)
Matt Setchell, Chris Gaydon
Peel Hunt (Sponsor and Broker)
Liz Yong, Luke Simpson, Tom Pocock (Corporate Broking)
Alex Howe, Chris Bunstead, Ed Welsby (Sales)
020 7418 8900
Buchanan (Financial PR)
Charles Ryland, Kelsey Traynor, Hannah Ratcliff
020 7466 5000
PraxisIFM (Company Secretary)
Brian Smith, Tom Daish
020 4513 9260
Notes to editors
About Octopus Renewables Infrastructure Trust
Octopus Renewables Infrastructure Trust plc is a closed end investment company incorporated in England and Wales focused on providing investors with an attractive and sustainable level of income returns, with an element of capital growth, by investing in a diversified portfolio of renewable energy assets in Europe and Australia. Octopus Investments Limited acts as the Investment Manager to the Company.
Further details can be found at www.octopusrenewablesinfrastructure.com.
About Octopus Renewables
Octopus Renewables, part of Octopus Investments and the wider Octopus Group, is a specialist clean energy investment manager with a mission to accelerate the transition to a future powered by renewable energy. Since 2010, Octopus Renewables has, on behalf of its clients, invested in a diverse portfolio of assets with a capacity of over 2.6GW and is now the largest commercial solar investor in Europe and a leading UK investor in onshore wind. Octopus Renewables is co-led by Matt Setchell and Alex Brierley and has over 70 employees in the UK and Australia.
Further details can be found at www.octopusrenewables.com.
This announcement is an advertisement and does not constitute a prospectus and investors must subscribe for any shares referred to in this announcement only on the basis of information contained in the Prospectus and Supplementary Prospectus published by the Company (and in any further supplementary prospectus) and not in reliance on this announcement. Copies of the Prospectus and the Supplementary Prospectus may, subject to any applicable law, be obtained from the registered office of the Company and the Prospectus is already available and the Supplementary Prospectus will shortly be made available for viewing at the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on the Company's website. 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.
Peel Hunt, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively 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 and/or Supplementary Prospectus) as its client and will not be responsible to anyone for providing the protections afforded to its clients or providing any advice in relation to the matters contained herein.
The shares of the Company have not been, and will not be, registered under the U.S. Securities Act of 1933 (as amended) (the "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 Securities Act. Moreover, the shares of the Company 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, including the United Kingdom, where the Ordinary Shares and/or C 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 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 Securities Act provided by Regulation S thereunder. Subject to certain exceptions, the shares of the Company 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, including the United Kingdom, where the Ordinary Shares and/or the C 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 the United Kingdom or to professional investors in certain EEA member states for which marketing approval has been obtained). The Issue and any subsequent placing under the Share Issuance Programme, 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.
This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This announcement 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 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. 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. 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 and/or the Supplementary 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 AIFM, the Investment Manager and Peel Hunt 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 AIFM, the Investment Manager or Peel Hunt, 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 AIFM, the Investment Manager and Peel Hunt, 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.