Aquila Euro. Regulatory News (AERI)

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION, RELEASE, OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN, OR INTO, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL OR TO U.S. PERSONS. THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER TO ISSUE OR SELL, OR ANY SOLICITATION OF ANY OFFER TO SUBSCRIBE OR PURCHASE, ANY INVESTMENTS IN ANY JURISDICTION.

Aquila European Renewables Income Fund plc (the "Company")

31 August 2021

Proposed Issue of Equity

The Company is pleased to announce that it is intending to target a raise of EUR 100 million (before expenses) through the issue of ordinary shares of EUR 0.01 each in the capital of the Company (the "New Ordinary Shares") by way of a placing pursuant to the Placing Programme (the "Placing") established under the Prospectus dated 17 September 2020 (the "Prospectus"). The Company is proposing to undertake the Placing at an issue price per New Ordinary Share of EUR 1.03.  The Directors have reserved the right, in consultation with Numis Securities Limited ("Numis"), Van Lanschot Kempen N.V. ("Kempen & Co") and Aquila Capital Investmentgesellschaft mbH (the "Investment Adviser"), to increase the size of the Placing in the event that overall demand for the New Ordinary Shares exceeds the target size. The maximum amount raised under the Placing will not exceed EUR 150 million.

Highlights and Strategy

· United Kingdom domiciled investment company investing in renewable energy technologies across continental Europe and the Republic of Ireland

· Mandate to invest in a portfolio of renewables diversified by technology (wind, solar PV, and hydropower) and geography

· Focus on contracted revenues in the form of power purchase agreements and governmental regulated tariffs - over 70%[1] of forecast revenue contracted as of 30 June 2021

· Tailored investment strategy and investment restrictions to promote diversification and minimise risks[2]

o Up to 25% single asset exposure, up to 50% single country exposure

o Up to 30% development/construction exposure

o Up to 20% in energy infrastructure technologies outside of wind, solar PV and hydropower

· Targeting a minimum dividend of 5 cents per ordinary share in 2021, with the aim of increasing this dividend progressively over the medium term[3]

· Total return target of 6.0 - 7.5% (net of fees and expenses) over the long-term3

· Following further investment activity in 2021, the Company has deployed or committed all of its capital available for investments

· The pipeline consists of four target assets held in Aquila Managed Funds with an aggregate capacity of 933 MW and eight target assets with an aggregate capacity of 832 MW which are under active consideration[4]. In addition, the Company is directly pursuing one wind and one solar opportunity with a potential total equity investment of up to EUR 150 million (collectively, the "Pipeline")

· Since IPO to 30 June 2021, the Company has deployed or committed approximately EUR 327 million in capital and delivered a total NAV return per share of 8.3% and a total shareholder return of 17.8%

· Fully aligned Investment Adviser - Investment advisory fee fully paid in Company shares since IPO for two years and recently extended this arrangement by a further two years to 30 June 2023

The Company's current portfolio comprises ten renewable energy assets including six onshore wind parks located in the Nordic region (Norway, Denmark and Finland) and one in Greece, a portfolio of 21 hydro power plants located in Portugal (the "Renewable Energy Infrastructure Investments") and three Solar PV projects located in the Iberian region. All of the Renewable Energy Infrastructure Investments are currently operational except for "The Rock" and "Albeniz", both of which are currently under construction.

Following the completion of the Ourique acquisition announced on 2 July 2021 and taking into account remaining commitments in respect of The Rock and Albeniz assets, the Company has now deployed or committed substantially all of the capital available to it for investment including from its existing EUR 40 million revolving credit facility. While in the short term the Company may expect to receive repayment of amounts previously drawn down in respect of The Rock bridging facility, there remains insufficient capital to fund the acquisition of the assets identified in the Pipeline and therefore the Company is proposing to raise further capital through an equity issue.

Additional funds raised from the proposed issuance of equity will be deployed in line with the Company's investment policy. The Investment Adviser has identified a number of assets that, as at the date of this announcement, are either held in Aquila Managed Funds or are pending targets for acquisition by the Aquila investment team. The Pipeline consists of four target assets held in Aquila Managed Funds with an aggregate capacity of 933 MW and eight target assets with an aggregate capacity of 832 MW which are under active consideration. The assets are across multiple technologies and geographical locations including three wind assets, four solar assets, four hydro assets and one battery asset. In addition, the Company is directly pursuing one wind and one solar opportunity with a potential total equity investment of up to EUR 150 million.

Consistent with the Company's investment policy, the Pipeline offers opportunities for further diversification, contracted revenues and attractive new investment jurisdictions. The Pipeline also provides opportunities for the Company to continue investing in construction assets, which offer the potential for attractive returns.

Shareholders should note that no assets from the Pipeline have been contracted to be acquired by the Company, there are no binding commitments or agreements to acquire any of these assets and the Company does not have a right of first refusal over any of the assets in the Pipeline. The Investment Adviser is under no obligation to make the assets in the Pipeline available to the Company and will apply its Allocation Policy (as set out in Part V of the Prospectus) in respect of the allocation of assets among Aquila Managed Funds. Therefore, there can be no assurance that any of these investments will remain available for purchase after Admission or, if available, at what price (if a price can be agreed at all) the investments could be acquired by the Company.

The assets in the Pipeline are indicative of the type and size of investment that may be made by the Company. To the extent assets in the Pipeline remain available for investment by the Company following Admission, the Investment Adviser will advise the AIFM, who may recommend to the Board that the Company acquire one or more such assets. Any decision to acquire any assets within the Pipeline is a matter reserved for the Board and no decision will be taken until after Admission. Investments not comprised in the Pipeline may also become available.

Placing details

The Company is proposing to undertake the Placing at an issue price per New Ordinary Share of EUR 1.03, which represents a premium of 5.0% to the Company's ex-dividend net asset value ("NAV") as at 30 June 2021 (adjusted to reflect the payment of the second interim dividend of 1.25 cents which is payable to shareholders on the register as at 20 August 2021) and a discount of 4.2% to the closing share price as at 27 August 2021. For the avoidance of doubt, any New Ordinary Shares issued pursuant to the Placing will not be entitled to the second interim dividend but will be entitled to the yet to be declared, third interim dividend in respect of the year ending 31 December 2021, which is expected to be declared in early November 2021. 

The Placing is expected to close at noon (London time) on Thursday, 9 September 2021, but may close earlier or later at the absolute discretion of the Company (subject only to the consent of Numis and Kempen & Co).

The Directors have reserved the right, in consultation with Numis, Kempen & Co and the Investment Adviser, to increase the size of the Placing in the event that overall demand for the New Ordinary Shares exceeds the target size. The maximum amount raised under the Placing will not exceed EUR 150 million.

Qualified investors are invited to apply for New Ordinary Shares by contacting Numis or Kempen & Co on the contact details below. It is intended that New Ordinary Shares will be allocated so that applications from existing Shareholders ("Existing Shareholders") are given priority over other applicants, with a view to Existing Shareholders being allocated such percentage of New Ordinary Shares as is as close as possible to their existing percentage holding of Ordinary Shares. Existing Shareholders will not, however, be entitled to any minimum allocation of New Ordinary Shares in the Placing and there will be no guarantee that Existing Shareholders wishing to participate in the Placing will receive all or some of the New Ordinary Shares for which they have applied. The decision to allot New Ordinary Shares to any qualified investor shall be at the absolute discretion of the Company, Numis and Kempen & Co.

Numis and Kempen & Co, in agreement with the Company, may choose to accept orders under the Placing, either in whole or in part, on the basis of allocations determined, and may scale down any orders for this purpose, on such basis as the Company, Numis and Kempen & Co may determine. Numis and Kempen & Co may also, notwithstanding the above, subject to the prior consent of the Company: (i) allocate New Ordinary Shares after the time of any initial allocation to any person submitting an order after that time; and (ii) allocate New Ordinary Shares after the Placing has closed to any person submitting an order after that time. The Company reserves the right to reduce the amount to be raised pursuant to the Placing.

By making an offer to subscribe for New Ordinary Shares under the Placing, investors will be deemed to have accepted the terms and conditions set out in Part VIII of the Prospectus. An investor that has made an offer to subscribe for New Ordinary Shares under the Placing accepts that following the closing of the Placing such offer shall be irrevocable and may not be withdrawn or amended without the consent of the Directors. Upon being notified of its allocation of New Ordinary Shares in the Placing, an investor shall be contractually committed to acquire the number of New Ordinary Shares allocated to it at the Placing Price per New Ordinary Share allocated to it.

The New Ordinary Shares will, when issued, be credited as fully paid and rank pari passu with the existing Ordinary Shares in the capital of the Company, including the right to receive all future dividends and distributions declared, made or paid. For the avoidance of doubt, any New Ordinary Shares issued pursuant to the Placing will not be entitled to the second interim dividend but will be entitled to the yet to be declared, third interim dividend in respect of the year ending 31 December 2021, which is expected to be declared in early November 2021.

Applications will be made for the New Ordinary Shares to be admitted to the premium segment of the Official List, and to trading on the London Stock Exchange's Main Market for listed securities ("Admission"). It is expected that Admission will become effective and dealings in the New Ordinary Shares will commence at 8am on 14 September 2021.

Expected Timetable

For further information:

Sponsor, Broker and Joint Bookrunner

(UK Investors)

Numis Securities Limited

020 7260 1000

Tod Davis

David Benda

Vicki Paine

Joint Bookrunner

(EU Investors in the Target Jurisdictions)

Kempen & Co

+31 (0) 20 348 8000

Thomas ten Hoedt

Robin van Wijk

Michiel Klomp

Edelman Smithfield

Ged Brumby | 020 3047 2527

Andrew McLagan | 020 3047 2006

John Kiely | 020 3047 2538

About Aquila European Renewables Income Fund plc

Aquila European Renewables Income Fund plc ("AERIF" or the "Company") is a London-listed renewable energy infrastructure investment company with the aim to provide investors with an attractive long-term, income-based return in EUR through a diversified portfolio of hydropower, onshore wind and solar PV investments across continental Europe and Ireland. Through the diversification of generation technologies, the seasonal production patterns of these asset types complete each other to balance the cash flow, while the geographic diversification serves to reduce exposure to one single energy market. AERIF is targeting 5.0 cents per ordinary share in relation to the financial year ending 31 December 2021, with the aim of increasing this dividend progressively over the medium term. 

Further details

Capitalised terms used but not defined in this announcement will have the same meaning as set out in the Prospectus dated 17 September 2020. Further details and the Prospectus can be found on the Company's website at www.aquila-european-renewables-income-fund.com

Certain information contained in this announcement constitutes inside information (as defined by Article 7 of Regulation (EU) No 596/2014). Upon the publication of this announcement, the inside information is now considered to be in the public domain. The person responsible for the release of this announcement on behalf of the Company is PraxisIFM Fund Services (UK) Limited.

Return and dividend targets disclosed are targets only and are not profit forecasts. There can be no assurance that these targets can or will be met and it should not be seen as an indication of the Company's expected or actual results or returns. Accordingly, investors should not place any reliance on these targets in deciding whether to invest in ordinary shares or assume that the Company will make any distributions at all.

LEI: 213800UKH1TZIC9ZRP41

Important Information

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 Numis 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 relating to the Company and does not constitute, or form part of, any offer or invitation to sell or issue, or an invitation to purchase investments of any description, or any solicitation of any offer to subscribe for, any securities in the Company 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 or act as any inducement to enter into, any contract therefor. A copy of the Prospectus is available to be viewed or downloaded at www.aquila-european-renewables-income-fund.com.

Recipients of this announcement who are considering acquiring New Ordinary Shares are reminded that any such acquisition must be made only on the basis of the information contained in the Prospectus (or any supplementary prospectus) which may be different from the information contained in this announcement and must not be made in reliance on this announcement. The subscription for New Ordinary Shares is subject to specific legal or regulatory restrictions in certain jurisdictions. Persons distributing this announcement must satisfy themselves that it is lawful to do so. The Company assumes no responsibility in the event that there is a violation by any person of such restrictions.

This announcement does not constitute and may not constitute and may not be construed as 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 securities. Potential investors should consult a professional advisor as to the suitability of an investment in the securities for the person concerned.

The value of 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. Figures refer to past performance and past performance is not a reliable indicator of future results. Returns may increase or decrease as a result of currency fluctuations. Persons considering making such an investment should consult an authorised person specialising in advising on such investments. Capital is at risk and investors need to understand the risks of investing. Please refer to the Prospectus for further information, in particular the "Risk Factors" section.

This announcement may not be published, distributed, released 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) unless registered under the US Securities Act or offered in a transaction exempt from, or not subject to, the registration requirements of the US Securities Act. There will be no public offer of the shares in the United States. 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 taken or transmitted into or distributed in Australia, Canada, Japan or the Republic of South Africa or to any resident thereof, or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction. 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 announcement comes should inform themselves about, and observe, any such restrictions.

In member states of the European Economic Area ("EEA"), this announcement is only addressed to and directed at persons who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation (Regulation (EU) 2017/1129). Further, in relation to the United Kingdom and each member state in the EEA that has implemented the AIFM Directive (each a "Relevant State"), no New Ordinary Shares have been or will be directly or indirectly offered to or placed with investors in that member state at the initiative of or on behalf of the Company, the AIFM or the Investment Adviser other than in accordance with the methods permitted in that Relevant State.

This announcement may include statements that are, or may be deemed to be, "forward-looking statements". All statements other than statements of historical facts included in this announcement, including, without limitation, those regarding the Company's investment strategy, plans, objectives and target returns 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. The Company, the Investment Adviser, International Fund Management Limited (the "AIFM"), Numis and Kempen & Co expressly disclaim any obligations 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 Financial Services and Markets Act 2000, the Prospectus Regulation Rules of the Financial Conduct Authority or other applicable laws, regulations or rules.

Numis is authorised and regulated by the Financial Conduct Authority. Numis is acting exclusively for the Company and no-one else in connection with the Placing and the Placing Programme. Numis will not regard any other person as its client in relation to the subject matter of this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in relation to the contents of this announcement or any transaction, arrangement or other matter referred to herein.

Kempen & Co, which is authorised by the Dutch Central Bank (De Nederlandesche Bank ("DNB")) and regulated in the Netherlands by the Dutch Authority for Financial Markets (Autoriteit Financiele Markten) and the DNB, is acting exclusively for the Company and no-one else in connection with any issue, placing or placing programme and certain matters referred to in this announcement, Kempen & Co will not regard any other person (whether or not a recipient of information in this announcement) as its client in relation to the subject matter of this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in relation to any placing or placing programme, the contents of this announcement or any transaction or arrangement referred to in this announcement. Kempen & Co is not acting for or providing services to the Company or any other person in respect of any offer for subscription and will not be responsible to any person in respect of any claim or any other matter arising from any offer for subscription.

None of Numis, Kempen & Co, the Company, the AIFM or the Investment Adviser, or any of their respective parents or subsidiary undertakings, or the subsidiary undertakings of any such parent undertakings, or any of such person's respective directors, officers, employees, agents, affiliates or advisers or any other person ("their respective affiliates") accepts (save where required by law) 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, 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 this announcement or its contents or otherwise arising in connection therewith.

Information to 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) the UK's implementation of Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II, and in particular Chapter 3 of the PROD Sourcebook of the FCA Handbook; and (c) local implementing measures (together, the "Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the New Ordinary Shares have been subject to a product approval process, which has determined that the New Ordinary Shares are: (i) compatible with an end target market of retail investors and 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 (the "Target Market Assessment").

Notwithstanding the Target Market Assessment, distributors (such term to have the same meaning as in the Product Governance Requirements) should note that: the price of the New Ordinary Shares may decline and investors could lose all or part of their investment; the New Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the New Ordinary 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 risks 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 Placing.

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 New Ordinary Shares.

Each distributor is responsible for undertaking its own Target Market Assessment in respect of the New Ordinary Shares and determining appropriate distribution channels.

Marketing disclosures pursuant to AIFMD (as defined below)

The Company is an externally managed non-EEA alternative investment fund and has appointed the AIFM as its alternative investment fund manager.

Pursuant to Article 23 of the EU Alternative Investment Fund Managers Directive 2011/61/EU ("AIFMD") and the UK's implementation of AIFMD in the Alternative Investment Fund Managers Regulations 2013 (No. 1173/2013) and the FUND Sourcebook of the FCA Handbook (the "UK AIFMD Rules"), the AIFM is required to make available to persons in the UK or the European Union who are invited to and who choose to participate in the Placing, by making an oral or written offer to subscribe for New Ordinary Shares, including any individuals, funds or others on whose behalf a commitment to subscribe for New Ordinary Shares is given (the "Subscribers") certain information (the "Article 23 Disclosures"). For the purposes of the Placing, the AIFM will make the Article 23 Disclosures available to Subscribers on the Company's website at: www.aquila-european-renewables-income-fund.com

Prospective investors must read the notices to overseas investors, including notices to certain EU investors, contained in the Prospectus on the Company's website.

PRIIPS (as defined below)

In accordance with the Regulation (EU) No 1286/2014 of the European Parliament and of the Council of 26 November 2014 on key information documents for packaged retail and insurance-based investment products ("PRIIPs") and its implementing and delegated acts which is incorporated into UK law by virtue of the European Union (Withdrawal) Act 2018, as amended by The Packaged Retail and Insurance-based Investment Products (Amendment) (EU Exit) Regulations 2019, as amended from time to time (the "PRIIPs Regulation"), the AIFM has prepared a key information document (the "KID") in respect of the Ordinary Shares. The KID is made available by the AIFM to "retail investors" prior to them making an investment decision in respect of the Ordinary Shares at www.aquila-european-renewables-income-fund.com.

If you are distributing Ordinary Shares, it is your responsibility to ensure that the KID is provided to any clients that are "retail clients".

The Company is the only manufacturer of the Ordinary Shares for the purposes of the PRIIPs Regulation and none of Numis, the AIFM or the Investment Adviser are manufacturers for these purposes. None of Numis, the AIFM or the Investment Adviser makes any representations, express or implied, or accepts any responsibility whatsoever for the contents of the KID prepared by the Company nor accepts any responsibility to update the contents of the KID in accordance with the PRIIPs Regulation, to undertake any review processes in relation thereto or to provide the KID to future distributors of Ordinary Shares. Each of Numis, the AIFM or the Investment Adviser and their respective affiliates accordingly disclaim all and any liability whether arising in tort or contract or otherwise which it or they might have in respect of the key information documents prepared by the Company. Investors should note that the procedure for calculating the risks, costs and potential returns in the KID are prescribed by laws. The figures in the KID may not reflect actual returns for the Company and anticipated performance returns cannot be guaranteed.