Ecofin U.s. $ Regulatory News (RNEW)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, TO US PERSONS OR INTO OR WITHIN THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, SOUTH AFRICA OR JAPAN, OR ANY MEMBER STATE OF THE EEA (OTHER THAN ANY MEMBER STATE OF THE EEA WHERE THE COMPANY'S SECURITIES MAY BE LEGALLY MARKETED), OR ANY OTHER JURISDICTION WHERE, OR TO ANY OTHER PERSON TO WHOM, TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE (I) QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/2019; AND (II) PROFESSIONAL INVESTORS WITHIN THE MEANING OF ARTICLE 4(1)(AG) OF THE ALTERNATIVE INVESTMENT FUND MANAGERS DIRECTIVE (WHICH MEANS DIRECTIVE 2011/61/EU AND INCLUDES ANY RELEVANT LEGISLATION IMPLEMENTING THAT DIRECTIVE IN ANY MEMBER STATE) OR WHO MAY BE TREATED AS PROFESSIONAL INVESTORS UNDER THE NATIONAL LAW OF ANY MEMBER STATE; AND (B) IN THE UNITED KINGDOM, PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE UK VERSION OF THE EU PROSPECTUS REGULATION WHICH IS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED WHO ARE PERSONS: (I) WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); OR (II) FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OF ANY SECURITIES.

This Announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation EU 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018.

10 May 2022

ECOFIN U.S. RENEWABLES INFRASTRUCTURE TRUST PLC

Launch of Placing to fund attractive near-term pipeline

The Board of Ecofin U.S. Renewables Infrastructure Trust PLC ("RNEW" or the "Company") announces its intention to raise new capital by way of a placing of new ordinary shares ("Ordinary Shares") of $0.01 each in the capital of the Company (the "Placing Shares") at a price of $1.015 per New Ordinary Share (as defined below) (the "Issue Price" and the "Placing").

The Company has fully deployed its IPO proceeds and has drawn down $9.1 million under its revolving credit facility (the "Revolving Credit Facility"). In order to continue the Company's growth and to take advantage of the Investment Manager's strong pipeline of advanced, near-term acquisition opportunities, RNEW is proposing to raise further equity capital using the Company's existing share issuance authorities.

In addition to the Placing, there will be an offer made by the Company of new Ordinary Shares on the Peel Hunt Retail Capital Markets 'REX' portal (the "REX Retail Offer Shares" and together with the Placing Shares, the "New Ordinary Shares") at the Issue Price (the "REX Retail Offer" and, together with the Placing, the "Issue") to provide retail investors in the United Kingdom with an opportunity to participate in the Company's fundraising plans. A separate announcement will be made shortly regarding the REX Retail Offer and its terms. For the avoidance of doubt, the REX Retail Offer is not part of the Placing.

Highlights

· Up to 24,920,692 New Ordinary Shares in total will be available under the Placing and REX Retail Offer at a price of $1.015 per New Ordinary Share, representing approximately 19.9 per cent of the Company's existing issued share capital.

· The Issue Price of $1.015 per New Ordinary Share represents a discount of approximately 5.1 per cent to the closing share price of $1.07 per existing Ordinary Share on 9 May 2022 (being the last business day prior to the date of publication of this announcement) and a premium of approximately 4.0 per cent to the recently reported unaudited cum-income net asset value of $0.9764 per share as at 31 March 2022, sufficient to cover the anticipated costs of the Issue.

· Within ten months of the Company's IPO, the Investment Manager had fully committed the net proceeds into a portfolio of carefully selected middle market renewable assets which benefit from 100 per cent contracted long-term power purchase agreements ("PPAs") with investment grade quality counterparties. The portfolio is diversified and currently consists of seven solar investments and one wind investment across six states, with a weighted average PPA term of approximately 17 years.

· The net proceeds from the Issue are expected to be partially used towards the repayment of the Revolving Credit Facility and to fund certain attractive investment opportunities in the Company's pipeline including two imminent investment opportunities totalling $51 million, which are currently committed or close to execution and consist of:

o  $40 million committed incremental investment in a portfolio of ten construction stage solar assets in which the Company is already invested (the "Echo Solar Portfolio"), benefitting from 25 year PPAs with investment grade quality utilities. In addition to this investment, tax equity financing from third parties for the portfolio is at an advanced stage of negotiation; to the extent that such negotiations do not complete, alternative tax equity counterparties would be sought and/or alternative project finance arranged in the normal course of business; and

o  $11 million to acquire a 13MW construction-stage commercial solar investment in Maine which is currently close to execution subject to finalisation of agreements. The project has been sourced off market and has a 25 year PPA with a creditworthy corporate purchaser.

· The broader potential deal pipeline remains in excess of $3 billion, with over $1 billion of opportunities expected to transact in the coming six months, including:

o  The Investment Manager is actively pursuing three further wind opportunities totalling $116 million and one operating solar and storage opportunity totalling $50 million, all with the potential to close in the near term. These advanced stage opportunities have long-term revenue contracts with creditworthy utility or commercial purchasers and, if executed upon, would further diversify the Company's portfolio.

· Since its IPO, the Company has declared dividends in its first financial period of 3.2 cents per Ordinary Share in total, which exceeded its dividend target in respect of that period of 2 to 3 cents per Ordinary Share. In addition, on 28 April 2022, the Company announced its first quarterly dividend for the period from 1 January 2022 to 31 March 2022 of 1.4 cents per Ordinary Share, in line with the Company's dividend target range for 2022 of 5.25 to 5.75 cents per Ordinary Share*. The Company also maintains an attractive target net total shareholder return of 7.0 to 7.5 per cent per annum*.

· The New Ordinary Shares will be entitled to receive the quarterly dividend for the period from 1 January 2022 to 31 March 2022 of 1.4 cents per Ordinary Share.

· The Company's existing portfolio continues to perform as expected with no material changes to report since the 31 December 2021 annual results.

Stifel Nicolaus Europe Limited ("Stifel") and Peel Hunt LLP ("Peel Hunt") are acting as joint bookrunners (the "Joint Bookrunners") in connection with the Placing and Peel Hunt is acting as REX Retail Offer Co-ordinator. The Joint Bookrunners will today commence a bookbuild process in respect of the Placing at the Issue Price. The Placing will be conducted on a non-pre-emptive basis on the terms and subject to the conditions set out in the Appendix to this announcement and is expected to close no later than 1 p.m. on 19 May 2022, but may be closed earlier or later at the absolute discretion of the Joint Bookrunners and the Company.

Expected Timetable in relation to the Placing

Any changes to the expected timetable set out above will be notified by the Company through a Regulatory Information Service. References to times are to London times unless otherwise stated.

Dealing Codes

Participants in the Placing may elect to subscribe for New Ordinary Shares in Sterling at a price per New Ordinary Share equal to the Issue Price at the Relevant Sterling Exchange Rate, being the Sterling to U.S. Dollar spot exchange rate published by Bloomberg at 1 p.m. on 19 May 2022 (or such other date or time as the Company may determine). The Relevant Sterling Exchange Rate and the Sterling equivalent issue price are not known as at the date of this announcement and will be notified by the Company via a Regulatory Information Service announcement prior to Admission.

(*) The target returns and dividends set out above are targets only and are not profit forecasts. The target net total shareholder return is on a levered basis, measured over the medium to long term. There can be no assurance that these targets can or will be met and they should not be seen as an indication of the Company's expected or actual results or returns. The Company's ability to pay dividends will be determined by the existence of sufficient distributable reserves, legislative requirements and available cash reserves. Accordingly investors should not place any reliance on these targets in deciding whether to invest in the ordinary shares or assume that the Company will make any distributions at all.

For further information, please contact:

Further information on the Company can be found on its website at https://uk.ecofininvest.com/funds/us-renewables-infrastructure-trust-plc/.

The Company's LEI is 2138004JUQUL9VKQWD21.

Operating performance and market update

The Company's portfolio has delivered a solid financial performance through to 31 March 2022. The performance of the underlying operating portfolio combined with its 100 per cent contracted revenue structure generated revenues of $6.1 million for the Company to December 2021, which was ahead of forecast and allowed the Company to exceed its first financial period dividend target of 2 to 3 cents per Ordinary Share. The Company announced its first quarterly dividend for the period from 1 January 2022 to 31 March 2022 of 1.4 cents per Ordinary Share on 28 April 2022, in line with the IPO dividend target range for 2022 of 5.25 to 5.75 cents per share*.

The Company has now closed eight transactions since its IPO, comprising a diverse portfolio of 61 assets with a total capacity of 155MW. The portfolio is diversified across solar and onshore wind assets and over different parts of the U.S.; the Company's investment restrictions set out certain diversification requirements and other limits as measured against gross assets. The Company has made a non-material clarification to its investment policy to explicitly state that this takes into account the assets gross of the borrowings of the Group, including borrowings at the project SPV and intermediate company level, with such assets in each case valued in accordance with the relevant accounting policies, with restrictions in each case measured at the time of the investment, i.e. immediately following each investment.

The Company's growth outlook has improved since IPO, due to an enlarged U.S. solar and wind project pipeline with long-term revenue contracts, multi-year extension of tax credits, and enhanced policy support to achieve the Biden Administration's goal of fully decarbonizing the power grid by 2035. The Company's imminent investment opportunities, including existing commitments and further pipeline, will require $51 million of additional capital in order to execute, with an additional $166 million in respect of projects being actively bid with the potential to close in the near term.

Impact and sustainability are core to the Company's investment process, with all investments being assessed and monitored through Ecofin's proprietary ESG due diligence risk assessment framework which allows the Company to mitigate ESG risks and enhance its overall impact. Importantly, ESG factors are analysed and reported in a transparent manner and the Company is aligned with The Task Force on Climate-Related Financial Disclosures ("TCFD") recommendations so that investors and key stakeholders can assess the risks and opportunities associated with climate change. In addition, in connection with the EU's sustainability‐related disclosures in the financial services sector regulations ("SFDR"), the Company falls within scope of Article 9 of the SFDR, having sustainable investment as its objective.

The Investment Manager

The Company is managed by a highly experienced U.S. based manager, Ecofin Advisors, LLC (the "Investment Manager" or "Ecofin") which has extensive sector expertise and a proprietary network of industry relationships, and is backed by the financial strength of its parent company TortoiseEcofin Investments, LLC (the "Parent Company"). As at 31 March 2022, the Parent Company had approximately $9.9 billion in assets under management. Senior members of the Ecofin team have a combined 50 years of investment experience and have worked together for eight years. Two of the managing directors previously worked together at GE and have industry experience of 20 years on average. The Investment Manager's services are overseen by the Company's strong Board comprising four independent Non-Executive Directors. The Board is led by the Chairman, Patrick O'D Bourke, and benefits from his more than 25 years of experience in energy and infrastructure, and renewable energy in particular.

Ecofin aims to invest primarily through privately-negotiated middle market acquisitions of long-lived renewable assets which are construction-ready, in-construction and/or currently in operation with long-term power purchase agreements or comparable contracts with investment-grade quality counterparties, including utilities, municipalities, universities, schools, hospitals, foundations, corporations and others.

Use of proceeds

The net proceeds from the Issue are expected to be partially used towards the repayment of the Revolving Credit Facility and to fund certain attractive investment opportunities in the Company's pipeline including two imminent investment opportunities totalling $51 million, which are currently committed or close to execution, and consist of:

· $40 million committed incremental investment in a portfolio of ten construction stage solar assets in which the Company is already invested (the "Echo Solar Portfolio"), benefitting from 25 year PPAs with investment grade quality utilities. In addition to this investment, tax equity financing from third parties for the portfolio is at an advanced stage of negotiation; to the extent that such negotiations do not complete, alternative tax equity counterparties would be sought and/or alternative project finance arranged in the normal course of business; and

· $11 million to finance a 13MW construction-stage commercial solar investment in Maine which is close to execution subject to finalisation of agreements. This project has been sourced off market and has a 25 year PPA with a creditworthy corporate purchaser.

After anticipated deployment of the net proceeds from the Issue and completion of the tax equity financing, the Revolving Credit Facility will provide the Company with flexibility to fund further pipeline opportunities. The Investment Manager is actively pursuing three further wind opportunities totalling $116 million and one operating solar and storage opportunity totalling $50 million, all with potential to close in the near term. These advanced stage opportunities have long-term revenue contracts with creditworthy utility or commercial purchasers and, if executed upon, would further diversify the Company's portfolio. The broader potential deal pipeline remains in excess of $3 billion, with over $1 billion of opportunities expected to transact in the coming six months.

Accordingly, in order, inter alia, to allow the Company to continue to take advantage of such investment opportunities and in light of ongoing demand for the Ordinary Shares, the Board is launching the Placing and the REX Retail Offer.

Benefits of the Placing and the REX Retail Offer

The Directors believe that the Placing and the REX Retail Offer should have the following benefits for Shareholders and the Company:

· the additional assets forming the pipeline identified by the Investment Manager, if acquired, are expected to further diversify the Company's portfolio of Renewable Energy Assets in terms of geography and offtaker;

· the Placing and the REX Retail Offer are expected to broaden the Company's investor base and enhance the size and liquidity of the Company's share capital; and

· the fixed operating costs of the Company will be spread over a larger equity base thereby reducing the Company's ongoing costs per share.

Further information on the Placing and the REX Retail Offer

Pursuant to the Placing and REX Retail Offer, the Company may issue up to 24,920,692 New Ordinary Shares at the Issue Price of $1.015 per New Ordinary Share.

The Joint Bookrunners will today commence a bookbuild process in respect of the Placing at the Issue Price. The Placing will be conducted on a non-pre-emptive basis on the terms and subject to the conditions set out in the Appendix to this announcement and is expected to close no later than 1 p.m. on 19 May 2022, but may be closed earlier or later at the absolute discretion of the Joint Bookrunners and the Company. A separate announcement will be made shortly regarding the REX Retail Offer and its terms. For the avoidance of doubt, the REX Retail Offer is not part of the Placing.

Applications will be made for the admission of the New Ordinary Shares to the premium listing category of the Official List of the Financial Conduct Authority and to trading on the premium segment of the London Stock Exchange's Main Market ("Admission"). The Placing is conditional, inter alia, upon Admission of the New Ordinary Shares occurring on or around 8 a.m. on 24 May 2022.

The New Ordinary Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with existing Ordinary Shares including the right to receive all dividends and other distributions declared, made or paid after their date of issue. The New Ordinary Shares will be entitled to receive the interim quarterly dividend in respect of the period from 1 January 2022 to 31 March 2022 of 1.4 cents per Ordinary Share expected to be paid on 10 June 2022.

Participants in the Placing may elect to subscribe for New Ordinary Shares in Sterling at a price per New Ordinary Share equal to the Issue Price at the Relevant Sterling Exchange Rate, being the Sterling to U.S. Dollar spot exchange rate published by Bloomberg at 1 p.m. on 19 May 2022 (or such other date or time as the Company may determine). The Relevant Sterling Exchange Rate and the Sterling equivalent issue price are not known as at the date of this announcement and will be notified by the Company via a Regulatory Information Service announcement prior to Admission.

Details of the number of New Ordinary Shares to be issued and the approximate gross proceeds of the Placing will be announced as soon as practicable after the closing of the Placing.

The maximum number of Placing Shares that can be issued to institutional investors pursuant to the Placing is 24,920,692 New Ordinary Shares. This maximum number of Placing Shares represents approximately 19.9 per cent of the Company's current total issued share capital. The maximum number of Placing Shares issued pursuant to the Placing will be reduced by the number of REX Offer Retail Shares issued under the REX Retail Offer. It is a term of the REX Retail Offer that the total value of the REX Retail Offer Shares available for subscription at the Issue Price does not exceed the Sterling equivalent of €8 million. The Company reserves the right to scale back any order at its discretion.

Each Joint Bookrunner has agreed to use its reasonable endeavours to procure Placees pursuant to the Placing for the Placing Shares at the Issue Price on the terms and subject to the conditions set out in the placing agreement which has been entered into between, inter alia, the Company, Stifel and Peel Hunt. The Placing is not being underwritten. In the event that commitments under the Placing exceed the maximum number of Placing Shares available, applications under the Placing will be scaled back. The Placing is conditional upon, inter alia, Admission occurring not later than 8 a.m. on 24 May 2022 (or such later date and time as may be agreed between the Company, Stifel and Peel Hunt, not being later than 21 June 2022).

Important Information

This Announcement contains information that is inside information, and is being made by the Company solely to comply with its regulatory disclosure obligations.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS OF THE PLACING SET OUT IN THIS APPENDIX ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA") WHO ARE (I) QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/2019 (THE "EU PROSPECTUS REGULATION") ("EEA QUALIFIED INVESTORS); AND (II) PROFESSIONAL INVESTORS WITHIN THE MEANING OF ARTICLE 4(1)(AG) OF THE ALTERNATIVE INVESTMENT FUND MANAGERS DIRECTIVE (WHICH MEANS DIRECTIVE 2011/61/EU AND INCLUDES ANY RELEVANT LEGISLATION IMPLEMENTING THAT DIRECTIVE IN ANY MEMBER STATE) ("EU AIFM DIRECTIVE") OR WHO MAY BE TREATED AS PROFESSIONAL INVESTORS UNDER THE NATIONAL LAW OF ANY MEMBER STATE; AND (B) IN THE UNITED KINGDOM, PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE UK VERSION OF THE EU PROSPECTUS REGULATION WHICH IS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED (THE "UK PROSPECTUS REGULATION") ("UK QUALIFIED INVESTORS) WHO ARE PERSONS: (I) WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); OR (II) FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). NO OTHER PERSON SHOULD ACT OR RELY ON THIS ANNOUNCEMENT AND PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THE ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OF ANY SECURITIES.

Investors should make their own investigations into the merits of an investment in the Company. Nothing in this Announcement amounts to a recommendation to invest in the Company or amounts to investment, taxation or legal advice.

It should be noted that a subscription for New Ordinary Shares and investment in the Company carries a number of risks. Investors should consider the risk factors set out in the Company's latest annual report before making a decision to subscribe for New Ordinary Shares. Investors should take independent advice from a person experienced in advising on investment in securities such as the New Ordinary Shares if they are in any doubt.

The New Ordinary Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or with any securities regulatory authority of any State or other jurisdiction of the United States (as defined below), and accordingly may not be offered, sold or transferred within the United States of America, its territories or possessions, any State of the United States or the District of Columbia (the "United States"). The Placing is being made outside the United States in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Regulation S.

The Company has not been and will not be registered under the (the "U.S. Investment Company Act") U.S. Investment Company Act and investors will not be entitled to the benefits of the U.S. Investment Company Act. This Announcement does not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for New Ordinary Shares in any jurisdiction including, without limitation, the United States, Australia, Canada, New Zealand Japan or South Africa or any other jurisdiction in which such offer or solicitation is or may be unlawful (an "Excluded Territory"). This Announcement and the information contained herein are not for publication or distribution, directly or indirectly, to persons in an Excluded Territory unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction.

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, Ecofin or any of their respective affiliates as defined in Rule 501(b) under the U.S. Securities Act (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.

Each of Stifel and Peel Hunt is authorised and regulated in the United Kingdom by the Financial Conduct Authority (the "FCA"). Each of the Joint Bookrunners is acting for the Company and for no one else in connection with the Placing 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 Placing, or any other matters referred to herein.

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 ("Directive 2014/65/EU"); (b) Articles 9 and 10 of MiFID II; and (c) local implementing measures; and/or (d) (where applicable to UK investors or UK firms) the relevant provisions of the UK statutory instruments implementing Directive 2014/65/EU and Commission Delegated Directive (EU) 2017/593, Regulation (EU) No 600/2014 of the European Parliament, as they form part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended (together, the "UK MiFID Laws") (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 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 who do not need a guaranteed income or capital protection and investors who meet the criteria of professional clients and eligible counterparties, each as defined in Directive 2014/65/EU and the UK MiFID Laws (as applicable) (the "Target Market Assessment").

Notwithstanding the Target Market Assessment, distributors should note that: the price of 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 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. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Bookrunners will only contact prospective Applicants for participation in the 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 Directive 2014/65/EU or the UK MiFID Laws; 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 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.

PRIIPs Regulation

In accordance with the UK version of 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), which forms part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended (the "UK PRIIPs Laws"), a key information document in respect of the Ordinary Shares of the Company has been prepared by the Company and is available to investors on the Company's website uk.ecofininvest.com/funds/ecofin-us-renewables-infrastructure-trust-plc.

Appendix

Terms and Conditions of the Placing

1. General

1.1 By participating in the Placing each applicant for New Ordinary Shares (an "Applicant") is deemed to have read and understood this Announcement (including this Appendix) in its entirety and to be providing the representations, warranties, undertakings, agreements and acknowledgements contained in this Appendix.

1.2 Each Applicant which confirms its agreement (whether orally or in writing) to either Joint Bookrunner to acquire New Ordinary Shares under the Placing will be bound by these terms and conditions and will be deemed to have accepted them.

1.3 The Company and/or either of the Joint Bookrunners may require any Applicant to agree to such further terms and/or conditions and/or give such additional warranties and/or representations as it (in its absolute discretion) sees fit and/or may require any such Applicant to execute a separate letter (a "Placing Letter"). The terms and conditions contained in any such Placing Letter shall be supplemental and in addition to the terms and conditions contained in this Appendix.

2. Agreement to Acquire New Ordinary Shares

2.1 Conditional upon:

(a) Admission occurring and becoming effective by 8.00 a.m. on the date indicated in this Announcement (or such later time and/or date as the Company and the Joint Bookrunners may agree), not being later than 21 June 2022;

(b) the placing agreement between the Company, Ecofin and the Joint Bookrunners dated 10 May 2022 (the "Placing Agreement") becoming otherwise unconditional in all respects in relation to the Placing, as applicable, (save as to the Admission of the New Ordinary Shares) and not having been terminated on or before Admission; and

(c) the Joint Bookrunners confirming to the Applicants their allocation of the relevant New Ordinary Shares,

an Applicant agrees to become a member of the Company and agrees to take those New Ordinary Shares allocated to it by the relevant Joint Bookrunner at the Placing Price per New Ordinary Share.

2.2 To the fullest extent permitted by law, each Applicant acknowledges and agrees that it will not be entitled to exercise any remedy of rescission at any time. This does not affect any other rights the Applicant may have.

3. Payment for New Ordinary Shares

Each Applicant must pay the Placing Price for the New Ordinary Shares issued to or for the benefit of the Applicant in the manner and by the time directed by either Joint Bookrunner. If any Applicant fails to pay as so directed and/or by the time required, the relevant Applicant's application for the New Ordinary Shares shall at the Joint Bookrunners' discretion either be accepted or rejected in which case paragraphs 4.6 or 7.5 of these terms and conditions shall apply to such application respectively.

4. Participation in, and principal terms of, the Placing

4.1 Prospective Applicants will be identified and contacted by the relevant Joint Bookrunner.

4.2 The latest time and date for receipt of commitments under the Placing is 1.00 p.m. (BST) on 19 May 2022. The Joint Bookrunners, Ecofin and the Company reserve the right to bring this date forward, subject to a long stop date of 21 June 2022 unless otherwise agreed.

4.3 The relevant Joint Bookrunner will re-contact and confirm orally or in writing to Applicants the size of their respective allocations and a trade confirmation will be dispatched as soon as possible thereafter. The relevant Joint Bookrunner's oral or written confirmation of the size of allocations and each Applicant's oral or written commitment to accept the same or such lesser number as determined in accordance with paragraph 4.4 below will constitute a legally binding agreement pursuant to which each such Applicant will be required to accept the number of New Ordinary Shares allocated to the Applicant at the Placing Price and otherwise on the terms and subject to the conditions set out in this Appendix.

4.4 The Company (after consultation with the Joint Bookrunners) reserves the right to scale back the number of New Ordinary Shares to be subscribed by any Applicant in the event of an oversubscription in the Placing. The Company and the Joint Bookrunners also reserve the right not to accept offers to subscribe for New Ordinary Shares or to accept such offers in part rather than in whole. The Joint Bookrunners shall be entitled to effect the Placing by such method as they shall in their sole discretion determine. To the fullest extent permissible by law, neither of the Joint Bookrunners, Ecofin nor any holding company of the Joint Bookrunners or Ecofin, nor any subsidiary, branch or Affiliate nor any person acting on behalf of any of the foregoing shall have any liability to Applicants (or to any other person whether acting on behalf of an Applicant or otherwise). In particular, neither the Joint Bookrunners, nor any Affiliate thereof nor any person acting on their behalf shall have any liability to Applicants in respect of their conduct of the Placing. No commissions will be paid to Applicants or directly by Applicants in respect of the New Ordinary Shares. The Company shall pay the Joint Bookrunners a commission equal to a proportion of the gross proceeds raised from Applicants that have been procured by the Joint Bookrunners in accordance with the terms of the Placing Agreement.

4.5 Each Applicant's obligations will be owed to the Company and to the relevant Joint Bookrunner. Following the oral confirmation referred to above, each Applicant will have an immediate, separate, irrevocable and binding obligation, owed to the relevant Joint Bookrunner, to pay to the Joint Bookrunner (or as such Joint Bookrunner may direct) in cleared funds an amount equal to the product of the Placing Price and the number of New Ordinary Shares which such Applicant has agreed to acquire under the Placing. Commitments under the Placing, once made, cannot be withdrawn without the consent of the Directors. The Company shall allot such New Ordinary Shares to each Applicant (or to the relevant Joint Bookrunner for onward transmission to the relevant Applicant) following each Applicant's payment to the relevant Joint Bookrunner of such amount.

4.6 Each Applicant agrees to indemnify on demand and hold each of the Joint Bookrunners, the Company and Ecofin and its and their respective Affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach, by the Applicant, of the acknowledgements, undertakings, representations, warranties and agreements set forth in these terms and conditions as supplemented by any Placing Letter.

4.7 All obligations of the Joint Bookrunners under the Placing will be subject to fulfilment of the conditions referred to below under "Conditions".

5. Conditions

5.1 The Placing is conditional upon the Placing Agreement becoming unconditional in relation to the Placing and not having been terminated in accordance with its terms. The conditions in the Placing Agreement are customary for an agreement of this nature and include (inter alia) Admission occurring in relation to the New Ordinary Shares, certain force majeure events having not occurred and none of the representations, warranties and undertakings given by the Company and Ecofin being breached or untrue.

5.2 If the Placing does not become unconditional, the Placing will lapse and each Applicant's rights and obligations under the Placing shall cease and determine at such time and no claim may be made by an Applicant in respect thereof. The Joint Bookrunners shall have no liability to any Applicant (or to any other person whether acting on behalf of an Applicant or otherwise) in respect of any decision it may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition relating to the Placing in the Placing Agreement.

5.3 By participating in the Placing, each Applicant agrees that its rights and obligations hereunder terminate only in the circumstances described above and will not be capable of rescission or termination by the Applicant.

5.4 By participating in the Placing, each Applicant agrees with the Joint Bookrunners that the exercise by the Joint Bookrunners of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of the Joint Bookrunners and that the Joint Bookrunners, need not make any reference to the Applicant in this regard and that, to the fullest extent permitted by law, the Joint Bookrunners, shall not have any liability whatsoever to the Applicant in connection with any such exercise.

6. No Prospectus

6.1 The Placing is only available to Relevant Persons that are identified and contacted by the Joint Bookrunners and the New Ordinary Shares will only be offered in such a way as to not require a prospectus to be published in the United Kingdom or elsewhere. No offering document or prospectus has been or will be submitted to be approved by the FCA in relation to the Placing and Applicants' commitments will be made solely on the basis of the information contained in this Announcement (including this Appendix) and information that has been published by the Company in accordance with the FCA's Disclosure Guidance and Transparency Rules, the key information document prepared for the purposes of the UK version of Regulation (EU) 1286/2014 of the European Parliament and the Council (commonly known as the PRIIPs Regulation) which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended (the "Key Information Document") and the Company's pre-investment disclosure document prepared for the purposes of complying with regulation 59(2)(b) of the Alternative Investment Fund Managers Regulations 2013, as amended, and Article 23 of the EU AIFM Directive (the "Article 23 Disclosure Document") (collectively "Regulatory Information").

6.2 Each Applicant, by accepting a participation in the Placing, agrees that the content of this Announcement, including this Appendix, is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information (other than the Regulatory Information), representation, warranty, or statement made by or on behalf of the Company, the Joint Bookrunners, or Ecofin or any other person and none of the Company, the Joint Bookrunners or Ecofin nor any other person will be liable for any Applicant's decision to participate in the Placing based on any other information, representation, warranty or statement which the Applicant may have obtained or received. Each Applicant acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing, and confirms that it has understood the risks of investing in the Company and acquiring New Ordinary Shares and has read the risk factors detailed in the Company's latest annual report and financial statements, the Key Information Document and in the Article 23 Disclosure Document, each of which are available on the Company's website uk.ecofininvest.com/funds/ecofin-us-renewables-infrastructure-trust-plc/com. Each Applicant also acknowledges that it has had an opportunity to review and access the information on the Company's ongoing charges detailed in the Regulatory Information. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

7. Registration and settlement

7.1 Settlement of transactions in the relevant New Ordinary Shares following their Admission will take place within the CREST system, using the DVP mechanism, subject to certain exceptions. The Joint Bookrunners reserve the right to require settlement for and delivery of the relevant New Ordinary Shares to Applicants by such other means as it may deem necessary, if delivery or settlement is not possible or practicable within the CREST system within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in the Applicant's jurisdiction.

7.2 Each Applicant allocated New Ordinary Shares in the Placing will be sent a trade confirmation stating the number of New Ordinary Shares allocated to it, the aggregate amount owed by such Applicant to Stifel or Peel Hunt, as the case may be and settlement instructions. Applicants should settle against:

(a)  in the case of Stifel, CREST Participant ID: 3NUAA; and

(b)  in the case of Peel Hunt, CREST Participant ID 871, a/c CORP,

and each Applicant agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing CREST or certificated settlement instructions which it has in place with the relevant Joint Bookrunner.

7.3 It is expected that settlement will be on a T+2 basis in accordance with the instructions set out in the trade confirmation.

7.4 Interest is chargeable daily on payments not received from Applicants on the due date in accordance with the arrangements set out above at the rate of 2 percentage points above the base rate of Barclays Bank Plc.

7.5 Each Applicant is deemed to agree that if it does not comply with these obligations, the relevant Joint Bookrunner may sell any or all of the New Ordinary Shares allocated to the Applicant on such Applicant's behalf and retain from the proceeds, for its own account and profit, an amount equal to the aggregate amount owed by the Applicant plus any interest due. The Applicant will, however, remain liable for any shortfall below the aggregate amount owed by such Applicant and it may be required to bear any tax or other charges (together with any interest or penalties) which may arise upon the sale of such New Ordinary Shares on such Applicant's behalf.

7.6 If New Ordinary Shares are to be delivered to a custodian or settlement agent, the Applicant should ensure that the trade confirmation is copied and delivered immediately to the relevant person within that organisation.

7.7 Insofar as New Ordinary Shares are registered in the Applicant's name or that of its nominee or in the name of any person for whom the Applicant is contracting as agent or that of a nominee for such person, such New Ordinary Shares will, subject as provided below, be so registered free from any liability to PTM levy, stamp duty or stamp duty reserve tax. If there are any circumstances in which any other stamp duty or stamp duty reserve tax is payable in respect of the issue of the New Ordinary Shares, neither of the Joint Bookrunners nor the Company shall be responsible for the payment thereof. Applicants will not be entitled to receive any fee or commission in connection with the Placing.

8. Representations and Warranties

By participating in the Placing, each Applicant will (and any person acting on such Applicant's behalf) be deemed to acknowledge, agree, represent and warrant to each of the Company, Ecofin and the Joint Bookrunners that:

8.1 it has read this Announcement, including this Appendix, in its entirety and acknowledges that its acquisition of New Ordinary Shares is subject to and based upon all the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements and undertakings and other information contained herein and undertakes not to redistribute or duplicate this Announcement (including this Appendix);

8.2 no offering document or prospectus has been prepared in connection with the New Ordinary Shares and represents and warrants that it has not received a prospectus or other offering document in connection therewith;

8.3 the Ordinary Shares are listed on the premium listing segment of the Official List of the FCA, and the Company is therefore required to publish Regulatory Information, which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account and that the Applicant is able to obtain or access such information without undue difficulty, and is able to obtain access to such information or comparable information concerning any other publicly traded company, without undue difficulty;

8.4 it is relying solely on this Announcement (including this Appendix) and the Regulatory Information published by the Company prior to Admission of the New Ordinary Shares issued pursuant to the Placing and not on any other information given, or representation or statement made at any time, by any person concerning the Company or the Placing;

8.5 the content of this Announcement and the Regulatory Information is exclusively the responsibility of the Company and (in respect of the Regulatory Information) in addition to the Company, the persons stated therein as accepting responsibility, and apart from the liabilities and responsibilities, if any, which may be imposed on either of the Joint Bookrunners under any regulatory regime, none of Ecofin, the Joint Bookrunners nor any person acting on their behalf nor any of their respective Affiliates makes any representation, express or implied, nor accepts any responsibility whatsoever for the contents of this Announcement and the Regulatory Information nor for any other statement made or purported to be made by them or on its or their behalf in connection with the Company, the New Ordinary Shares or the Placing, including, without limitation, the Key Information Document;

8.6 if the laws of any territory or jurisdiction outside the United Kingdom are applicable to its agreement to acquire New Ordinary Shares under the Placing, it warrants that it has complied with all such laws, obtained all governmental and other consents which may be required, complied with all requisite formalities and paid any issue, transfer or other taxes due in connection with its application in any territory and that it has not taken any action or omitted to take any action which will result in the Company, Ecofin or the Joint Bookrunners or any of their respective officers, agents or employees acting in breach of the regulatory or legal requirements, directly or indirectly, of any territory or jurisdiction outside the United Kingdom in connection with the Placing;

8.7 it does not have a registered address in, and is not a citizen, resident or national of, any jurisdiction in which it is unlawful to make or accept an offer of the New Ordinary Shares and it is not acting on a non-discretionary basis for any such person;

8.8 it is not applying as, nor is it applying as nominee or agent for, a person who is or may be liable to notify and account for tax under the Stamp Duty Reserve Tax Regulations 1986 at any of the increased rates referred to in section 67, 70, 93 or 96 (depository receipts and clearance services) of the Finance Act 1986;

8.9 it accepts that none of the New Ordinary Shares have been or will be registered in any jurisdiction other than the United Kingdom and that the New Ordinary Shares may not be offered, sold or delivered, directly or indirectly, within any Excluded Territory;

8.10 if it is applying for New Ordinary Shares in circumstances under which the laws or regulations of a jurisdiction other than the United Kingdom would apply, that it is a person to whom the New Ordinary Shares may be lawfully offered under that other jurisdiction's laws and regulations;

8.11 it and/or each person on whose behalf it is participating:

(a) is entitled to subscribe for New Ordinary Shares pursuant to the Placing under the laws and regulations of all relevant jurisdictions;

(b) has fully observed such laws and regulations;

(c) has capacity and authority and is entitled to enter into and perform its obligations as a subscriber of New Ordinary Shares and will honour such obligations; and

(d) has obtained all necessary consents and authorities (including, without limitation, in the case of a person acting on behalf of a Placee, all necessary consents and authorities to agree to the terms set out or referred to in this Appendix) to enable it to enter into the transactions contemplated hereby and to perform its obligations in relation thereto;

8.12 if it is resident in the UK, it is a Qualified Investor within the meaning of the UK Prospectus Regulation and also a person (i) who has professional experience in matters relating to investments falling with Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005; or (ii) falling within Article 49(2)(A) to (D) ("High Net Worth Companies, Unincorporated Associations, etc") of the Order; or (iii) to whom this Announcement (including this Appendix) may otherwise be lawfully communicated;

8.13 it has not been engaged to acquire the New Ordinary Shares on behalf of any other person who is not a Qualified Investor unless the terms on which it is engaged enable it to make decisions concerning the acceptance of offers of transferable securities on the client's behalf without reference to the client as described in section 86(2) of FSMA;

8.14 if it is a resident in the EEA: (a) that it is a Qualified Investor within the meaning of the EU Prospectus Regulation; and (b) that it is a person to whom New Ordinary Shares may lawfully be marketed under the EU AIFM Directive and under the applicable implementing legislation (if any) of the member state in which it is resident; and (c) if it is a financial intermediary, as that term is used in Article 5 of the EU Prospectus Regulation, that the New Ordinary Shares purchased by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a member state of the EEA other than Qualified Investors (within the meaning of the EU Prospectus Regulation), or in circumstances in which the prior consent of the Joint Bookrunners has been given to the offer or resale;

8.15 if it is outside the United Kingdom, neither this Announcement (including this Appendix) or any other information or document issued by or on behalf of or in respect of the Company, Ecofin or the Joint Bookrunners constitutes an invitation, offer or promotion to, or arrangement with, it or any person whom it is procuring to subscribe for New Ordinary Shares pursuant to the Placing unless, in the relevant territory, such offer, invitation or other course of conduct could lawfully be made to it or such person and such documents or materials could lawfully be provided to it or such person and the New Ordinary Shares could lawfully be distributed to and subscribed and held by it or such person without compliance with any unfulfilled approval, registration or other regulatory or legal requirements;

8.16 it acknowledges that neither of the Joint Bookrunners, Ecofin nor any of their respective Affiliates, nor any person acting on any of their behalf is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing or providing any advice in relation to the Placing and participation in the Placing is on the basis that it is not and will not be a client of either of the Joint Bookrunners, Ecofin or any of their respective Affiliates and that neither the Joint Bookrunners, Ecofin nor any of their respective Affiliates have any duties or responsibilities to them for providing the protections afforded to its clients or for providing advice in relation to the Placing in respect of any representations, warranties, undertaking or indemnities contained in these terms and conditions;

8.17 it acknowledges that where it is acquiring New Ordinary Shares for one or more managed, discretionary or advisory accounts, it is authorised in writing for each such account: (i) to acquire the New Ordinary Shares for each such account; (ii) to make on each such account's behalf the representations, warranties and agreements set out in this Appendix; and (iii) to receive on behalf of each such account any documentation relating to the Placing in the form provided by the Company, Ecofin and/or the Joint Bookrunners . It agrees that the provision of this paragraph shall survive any resale of the New Ordinary Shares by or on behalf of any such account;

8.18 it accepts that if the Placing does not proceed (for whatever reason) then none of the Company, the Joint Bookrunners, Ecofin, or any of their respective Affiliates, nor persons controlling, controlled by or under common control with any of them nor any of their respective employees, agents, officers, members, stockholders, partners or representatives, shall have any liability whatsoever to it or any other person;

8.19 in connection with its participation in the Placing it has observed all relevant legislation and regulations, in particular (but without limitation) those relating to money laundering and countering terrorist financing and that its application is only made on the basis that it accepts full responsibility for any requirement to identify and verify the identity of its clients and other persons in respect of whom it has applied. In addition, it warrants that it is a person: (i) subject to the UK Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (SI 2017/692) as amended and supplemented from time to time including by the Money Laundering and Transfer of Funds (Information) (Amendment) (EU Exit) Regulations 2019 in force in the United Kingdom; or (ii) subject to the EU Directive 2015/849 on the prevention of the use of the financial system for the purposes of money laundering or terrorist financing, as amended (the "Money Laundering Directive"); or (iii) acting in the course of a business in relation to which an overseas regulatory authority exercises regulatory functions and is based or incorporated in, or formed under the law of, a country in which there are in force provisions at least equivalent to those required by the Money Laundering Directive;

8.20 it agrees that, due to anti-money laundering and the countering of terrorist financing requirements, either of the Joint Bookrunners and/or the Company may require proof of identity of the Applicant and related parties and verification of the source of the payment before the application can be processed and that, in the event of delay or failure by the Applicant to produce any information required for verification purposes, the Joint Bookrunners and/or the Company may refuse to accept the application and the subscription monies relating thereto. It holds harmless and will indemnify the Joint Bookrunners and the Company against any liability, loss or cost ensuing due to the failure to process the application, if such information as has been required has not been provided by it or has not been provided on a timely basis;

8.21 its commitment to subscribe for New Ordinary Shares on the terms set out in this Appendix will continue notwithstanding any amendment that may in future be made to the terms and conditions of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's, Ecofin's or either of the Joint Bookrunners' conduct of the Placing;

8.22 it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for the New Ordinary Shares. It further acknowledges that it is experienced in investing in securities of this nature and is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to sustain, a complete loss in connection with the Placing. It has relied upon its own examination and due diligence of the Company and its affiliates taken as a whole, and the terms of the Placing, including the merits and risks involved;

8.23 any document that is to be sent to it in connection with the Placing will be sent at its risk and may be sent to it at any address provided by it to the relevant Joint Bookrunner;

8.24 the New Ordinary Shares will be issued subject to the terms and conditions set out in this Appendix;

8.25 it acknowledges and agrees that information provided by it to the Company, Ecofin and/or the Joint Bookrunners will be stored on the Company's. Ecofin's and/or the Joint Bookrunners' respective computer systems and manually. It acknowledges and agrees that for the purposes of means applicable data protection legislation (including the General Data Protection Regulation (EU) 2016/679 ("EU GDPR"), the UK version of the EU GDPR which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended and supplemented from time to time including by the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019 (SI 2019/419), in the UK, the Channel Islands, the Isle of Man and/or the EEA or elsewhere, as appropriate, in force from time to time (the "Data Protection Laws"), the Company, Ecofin and the Joint Bookrunners are/may be required to specify the purposes for which they will hold personal data. The Company and the Joint Bookrunners will only use such information for the purposes set out below (collectively, the "Purposes"), being to: (a) process its personal data (including sensitive personal data) as required by or in connection with its holding of New Ordinary Shares, including processing personal data in connection with credit and money laundering checks on it; (b) communicate with it as necessary in connection with its affairs and generally in connection with its holding of the New Ordinary Shares; (c) provide personal data to such third parties as the Company or the Joint Bookrunners may consider necessary in connection with its affairs and generally in connection with the Applicant's holding of the New Ordinary Shares or as the Data Protection Laws may require, including to third parties outside the United Kingdom or the EEA; and (d) without limitation, provide such personal data to the Company, the Joint Bookrunners, the Company's registrar and Ecofin and their respective associates for processing, notwithstanding that any such party may be outside the United Kingdom or the EEA;

8.26 in providing the Company, Ecofin and/or the Joint Bookrunners with information, it hereby represents and warrants to the Company, the Joint Bookrunners and Ecofin that it has obtained the consent of any data subject to the Company, the Joint Bookrunners, Ecofin, the Company's registrar and their respective associates holding and using their personal data for the Purposes (including the explicit consent of the data subjects for the processing of any sensitive data or sensitive personal data for the Purposes). For the purposes of this Appendix, "data subject", "personal data", "sensitive data" and "sensitive personal data" shall have the meanings attributed to them in the Data Protection Laws;

8.27 if it is acting as a "distributor" (for the purposes of the MiFID II Product Governance Requirements):

(a) it acknowledges that the Target Market Assessment undertaken by the Joint Bookrunners and Ecofin does not constitute: (i) an assessment of suitability or appropriateness for the purposes of Directive 2014/65/EU or the UK MiFID Laws; or (ii) 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, and each distributor is responsible for undertaking its own target market assessment in respect of the New Ordinary Shares and determining appropriate distribution channels;

(b) notwithstanding any Target Market Assessment undertaken by the Joint Bookrunners and Ecofin, it confirms that it has satisfied itself as to the appropriate knowledge, experience, financial situation, risk tolerance and objectives and needs of the investors to whom it plans to distribute the New Ordinary Shares and with the end target market;

(c) it acknowledges 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;

(d) it acknowledges that the Joint Bookrunners are acting for the Company in connection with the Placing and for no-one else and that it will not treat any Applicant as its customer by virtue of such application being accepted or owe any Applicant any duties or responsibilities concerning the price of the New Ordinary Shares or concerning the suitability of the New Ordinary Shares for the Applicant or be responsible to any Applicant for the protections afforded to its customers; and

(e) it agrees that if so required by the Joint Bookrunners or Ecofin, it shall provide aggregated summary information on sales of the New Ordinary Shares as contemplated under rule 3.3.30R of the PROD Sourcebook and information on the reviews carried out under rules 3.3.26R to 3.3.28R of the PROD Sourcebook;

8.28 the representations, undertakings and warranties contained in this Appendix are irrevocable. It acknowledges that the Joint Bookrunners, the Company, Ecofin and their respective Affiliates will rely upon the truth and accuracy of the representations and warranties contained in this Appendix, and it agrees that if any of the representations or warranties made or deemed to have been made by its subscription of the relevant New Ordinary Shares are no longer accurate, it shall promptly notify the Joint Bookrunners and the Company in writing;

8.29 where it or any person acting on behalf of it is dealing with either of the Joint Bookrunners, any money held in an account with either Joint Bookrunner on behalf of it and/or any other person acting on behalf of it will not be treated as client money within the meaning of the relevant rules and regulations of the FCA which therefore will not require the relevant Joint Bookrunner to segregate such money, as that money will be held by the relevant Joint Bookrunner under a banking relationship and not as trustee;

8.30 any of its clients, whether or not identified to the Joint Bookrunners or any of their respective Affiliates or agents, will remain its sole responsibility and will not become clients of either of the Joint Bookrunners or any of their respective Affiliates or agents for the purposes of the rules of the Financial Conduct Authority or for the purposes of any other statutory or regulatory provision;

8.31 it accepts that the allocation of New Ordinary Shares shall be determined by the Company (in consultation with the Joint Bookrunners and Ecofin) in their absolute discretion and that such persons may scale down any Placing commitments for this purpose on such basis as they may determine;

8.32 time shall be of the essence as regards its obligations to settle payment for the relevant New Ordinary Shares and to comply with its other obligations under the Placing; and

8.33 it requests, at its own initiative, that the Company (or its agents) notifies it of all future opportunities to acquire securities in the Company and provides it with all available information in connection therewith.

9. United States Purchase and Transfer Restrictions

By participating in the Placing, each Applicant will (and any person acting on such Applicant's behalf) be deemed to acknowledge, agree, represent and warrant to each of the Company, Ecofin and the Joint Bookrunners that:

9.1 it is located outside the United States and is not a U.S. Person;

9.2 it is acquiring the New Ordinary Shares in an ''offshore transaction'' within the meaning of, and in reliance on, Regulation S and it is not acquiring the New Ordinary Shares for the account or benefit of a U.S. Person;

9.3 it acknowledges that the New Ordinary Shares have not been and will not be registered under the U.S. 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 U.S. Securities Act;

9.4 it acknowledges that the Company has not registered under the U.S. Investment Company Act and that the Company has put in place restrictions for transactions not involving any public offering in the United States, and to ensure that the Company is not and will not be required to register under the U.S. Investment Company Act;

9.5 it acknowledges that Ecofin has not registered under the under the U.S. Investment Advisers Act of 1940, as amended (the "U.S. Investment Advisers Act"), and that the Company has put in place restrictions on the sale and transfer of the New Ordinary Shares to ensure that Ecofin is not and will not be required to register under the U.S. Investment Advisers Act;

9.6 no portion of the assets used to purchase, and no portion of the assets used to hold, the New Ordinary Shares or any beneficial interest therein constitutes or will constitute the assets of (i) an "employee benefit plan" as defined in Section 3(3) of the U.S. Employee Retirement Income Security Act of 1974, as amended ("ERISA") that is subject to Title I of ERISA; (ii) a "plan" as defined in Section 4975 of the U.S. Internal Revenue Code of 1986, as amended (the "Code"), including an individual retirement account or other arrangement that is subject to Section 4975 of the Code; or (iii) 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 Code. In addition, if an investor is a governmental, church, non-U.S. or other employee benefit plan that is subject to any federal, state, local or non-U.S. law that is substantially similar to the provisions of Title I of ERISA or Section 4975 of the Code, its purchase, holding, and disposition of the New Ordinary Shares must not constitute or result in a non-exempt violation of any such substantially similar law;

9.7 if in the future, the investor decides to offer, sell, transfer, assign or otherwise dispose of the New Ordinary Shares, it will do so only in compliance with an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and under circumstances which will not require the Company to register under the U.S. Investment Company Act. It acknowledges that any sale, transfer, assignment, pledge or other disposal made other than in compliance with such laws and the above stated restrictions will be subject to the compulsory transfer provisions as provided in the Company's articles of association (the "Articles");

9.8 it is purchasing the New Ordinary Shares for its own account or for one or more investment accounts for which it is acting as a fiduciary or agent, in each case for investment only, and not with a view to or for sale or other transfer in connection with any distribution of the New Ordinary Shares in any manner that would violate the U.S. Securities Act, the U.S. Investment Company Act or any other applicable securities laws;

9.9 it acknowledges that the Company reserves the right to make inquiries of any holder of the New Ordinary Shares or interests therein at any time as to such person's status under the U.S. federal securities laws and to require any such person that has not satisfied the Company that holding by such person will not violate or require registration under the U.S. securities laws to transfer such New Ordinary Shares or interests in accordance with the Articles;

9.10 it acknowledges and understands that the Company is required to comply with the U.S. Foreign Account Tax Compliance Act ("FATCA") and the OECD's Common Reporting Standard ("CRS") and that the Company will follow FATCA's and CRS's extensive reporting and FATCA's withholding requirements from their effective date. The Applicant agrees to furnish any information and documents the Company may from time to time request, including but not limited to information required under FATCA or the CRS;

9.11 it is entitled to acquire the New Ordinary Shares under the laws of all relevant jurisdictions which apply to it, it has fully observed all such laws and obtained all governmental and other consents which may be required thereunder and complied with all necessary formalities and it has paid all issue, transfer or other taxes due in connection with its acceptance in any jurisdiction of the New Ordinary Shares and that it has not taken any action, or omitted to take any action, which may result in the Company, Ecofin or the Joint Bookrunners, or any of their respective directors, officers, agents, employees and advisers being in breach of the laws of any jurisdiction in connection with the Placing or its acceptance of participation in the Placing;

9.12 it has received, carefully read and understands this Announcement (including this Appendix), and has not, directly or indirectly, distributed, forwarded, transferred or otherwise transmitted this Announcement (including this Appendix) or any other materials concerning the Company or the New Ordinary Shares to within the United States or to any U.S. Persons, nor will it do any of the foregoing; and

9.13 if it is acquiring any New Ordinary Shares as a fiduciary or agent for one or more accounts, the investor has sole investment discretion with respect to each such account and full power and authority to make such foregoing representations, warranties, acknowledgements and agreements on behalf of each such account.

10. Miscellaneous

10.1 The obligations of the Joint Bookrunners in relation to the Placing (including as set out in this Appendix) shall be several (and not joint or joint and several).

10.2 The rights and remedies of the Joint Bookrunners, Ecofin and the Company under these terms and conditions are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise of one will not prevent the exercise of others.

10.3 The contract to acquire New Ordinary Shares under the Placing will be governed by, and construed in accordance with, the laws of England and Wales. For the exclusive benefit of the Joint Bookrunners, the Company and Ecofin, each Applicant irrevocably submits to the jurisdiction of the courts of England and Wales and waives any objection to proceedings in any such court on the ground of venue or on the ground that proceedings have been brought in an inconvenient forum. This does not prevent an action being taken against an Applicant in any other jurisdiction.

10.4 In the case of a joint agreement to apply for New Ordinary Shares under the Placing, references to an "Applicant" in these terms and conditions are to each of the Applicants who are a party to that joint agreement and their liability is joint and several.

10.5 The Joint Bookrunners, Ecofin and the Company expressly reserve the right to modify the Placing (including, without limitation, the timetable and settlement) at any time before allocations are determined.