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10 Jun 2025 07:00
THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION IN WHOLE OR IN PART IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA OR ANY OTHER JURISDICTION WHERE ITS RELEASE, PUBLICATION OR DISTRIBUTION IS OR MAY BE UNLAWFUL. THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN INVITATION TO PARTICIPATE IN THE TENDER OFFER (AS DEFINED HEREIN) IN OR FROM ANY JURISDICTION IN OR FROM WHICH, OR TO OR FROM ANY PERSON TO OR FROM WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER UNDER APPLICABLE SECURITIES LAWS OR OTHERWISE.
10 June 2025
RM Infrastructure Income Plc(the "Company" or "RMII")
LEI: 213800RBRIYICC2QC958
Tender Offer Reminder
Further to the Company's announcement dated 29 May 2025, the Company wishes to remind Eligible Shareholders of the proposed tender offer of up to £20 million (the "Tender Offer"), as described in the circular published by the Company dated 29 May 2025 containing details of the Tender Offer and convening a general meeting of the Company to be held on 24 June 2025 at 12.00 p.m. (the "Circular").
In particular, registered Shareholders which hold Ordinary Shares on behalf of underlying Eligible Shareholders who are retail investors are encouraged to ensure that such Eligible Shareholders are made aware of the process by which they may participate in the Tender Offer, should they so choose, and of the relevant timetable, details of which are set out on page 3 of the Circular and as below.
The Tender Offer, which is subject to Shareholder approval, is being made at a Tender Price equal to the prevailing Net Asset Value per Ordinary Share at the time of announcement of (i) the final maximum aggregate value of the Tender Offer; (ii) the final number of Available Shares; (iii) the Tender Price; and (iv) the Basic Entitlement percentage of Eligible Shareholders. Those details are expected to be announced by the Company on 20 June 2025. Completion of the Tender Offer is expected to take place on 25 June 2025.
Shareholders are reminded of the risks associated with the Tender Offer as described in Part 6 of the Circular. Such risks include, amongst other things, that the lower number of Ordinary Shares in issue following completion of the Tender Offer may reduce secondary market liquidity in the Ordinary Shares, which could, accordingly, adversely affect a Shareholder's ability to sell their Ordinary Shares in the market.
Expected Timetable of Principal Events
2025 | ||
Final maximum value of Tender Offer, number of Available Shares, Tender Price and Basic Entitlement percentage announced | 20 June
| |
Latest time and date for receipt of Forms of Proxy, appointments of proxy via CREST or any other electronic voting instructions for the General Meeting | 12.00 p.m. on 20 June
| |
Latest time and date for receipt of Tender Forms, settlement of TTE Instructions from CREST and Tender Offer Closing Date | 1.00 p.m. on 23 June
| |
Tender Record Date | 6.00 p.m. on 23 June | |
Time and date of General Meeting | 12.00 p.m. on 24 June | |
Result of General Meeting and Tender Offer expected to be announced | 24 June | |
Completion of the Tender Offer | 25 June | |
CREST accounts settled in respect of unsold tendered Ordinary Shares held in uncertificated form | by 1 July | |
CREST settlement date: Payments through CREST made and CREST accounts settled for successfully tendered CREST shares | by 1 July | |
Cheques for successfully tendered Certificated shares and balancing share certificates despatched to certificated Shareholders | by 1 July | |
All references to times in this document are to London time.
Capitalised terms in this announcement shall have the same meaning attributed to them in the Circular unless otherwise defined in this announcement.
The Circular can be viewed on the Company's website at https://rm-funds.co.uk/rm-infrastructure-income/ and at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. In addition, those Shareholders (other than Restricted Shareholders) who have elected to receive hard copies of documents will have received a copy of the Circular by post.
For further information, please contact:
RM Funds - Investment Manager James Robson Thomas Le Grix De La Salle
| 0131 603 7060 |
Singer Capital Markets - Financial Adviser and Broker James Maxwell Asha Chotai
| 020 7496 3000 |
Apex Listed Funds Services (UK) Limited - Administrator and Company Secretary Jenny Thompson Sylvanus Cofie | 020 3327 9720 |
About RM Infrastructure Income Plc
The Company aims to generate attractive and regular dividends and positive social impact by lending to assets at the forefront of providing essential services to society.
Its diversified portfolio of loans sourced or originated by the Investment Manager with a degree of inflation protection through index-linked returns where appropriate. Loans in which the Company invests are predominantly secured against assets such as real estate or plant and machinery and/or income streams such as account receivables.
For more information, please contact James Robson at RM Funds.
About RM Funds
RM Funds is an alternative asset manager. Founded in 2010, with offices in Edinburgh, and London, the firm manages capital on behalf of institutional investors, multi-asset allocators, wealth managers and retail investors. RM Funds focuses on real asset investing across liquid alternatives and private markets.
RM Funds is a delivery partner to the British Business Bank in connection with the Coronavirus Business Interruption Loan Scheme. RM Funds is a trading name of RM Capital Markets Limited.
IMPORTANT INFORMATION
The distribution of this announcement in certain jurisdictions may be restricted by law. It is the responsibility of all Overseas Shareholders to satisfy themselves as to the observance of any legal requirements in their jurisdiction, including, without limitation, any relevant requirements in relation to the ability of such holders to participate in the Tender Offer. The Tender Offer is not being made directly or indirectly in or into the United States, Australia, Canada, Japan, New Zealand, the Republic of South Africa or any member state of the European Economic Area, and cannot be accepted from within United States, Australia, Canada, Japan, New Zealand, the Republic of South Africa or any member state of the European Economic Area.
Any decision to participate in the Tender Offer should only be made on the basis of an independent review by an Eligible Shareholder of the Company's publicly available information. Neither Singer Capital Markets nor any of its affiliates accept any liability arising from the use of, or make any representation as to the accuracy or completeness of, this announcement or the Company's publicly available information.
Singer Capital Markets Securities Limited, which conducts its UK investment banking activities as Singer Capital Markets ("Singer Capital Markets") is authorised and regulated in the United Kingdom by the FCA and is exclusively advising the Company and no one else in connection with the Tender Offer. Singer Capital Markets will not be responsible to any person other than the Company for providing the protections afforded to its customers, nor for providing advice in relation to the Tender Offer or the contents of this announcement or the Circular. Nothing in this paragraph shall serve to exclude or limit any responsibilities which Singer Capital Markets may have under the Financial Services and Markets Act 2000 (as amended) or the regulatory regime established thereunder.
The content of the website referred to in this announcement is not incorporated into, and does not form part of, this announcement.
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