Octopus Renewables Infrastructure
11 January 2021
Octopus Renewables Infrastructure Trust plc
("ORIT" or the "Company")
Proposed Amendments to the Investment Policy, Publication of Circular and Notice of General Meeting
The Company announces the publication of a circular to Shareholders which includes details of proposed changes to the Company's investment policy (the "Circular"). The proposed changes broadly fall into three categories: (i) to allow limited investment, of up to 5% of Gross Asset Value, in renewable energy assets that are under development, together with renewable energy developers and development pipelines, (ii) to reflect the progress of the Company since launch and (iii) to make further minor changes to clarify certain sections of the current investment policy (together the "Proposal").
Further details of the Proposal together with a notice convening a general meeting of the Company to be held at 10.00 a.m. on 4 February 2021 (the "General Meeting") are set out in the Circular. As a result of the current restrictions in connection with the COVID-19 pandemic, in particular on public gatherings, the General Meeting will be run as a closed meeting via video conferencing and Shareholders (other than those required to form the quorum for the General Meeting) will not be permitted to attend. Any person who does attempt to attend the General Meeting in person will be refused admission.
As Shareholders cannot attend the General Meeting in person, Shareholders are encouraged to vote on the resolution to be considered at the General Meeting by proxy. To vote by proxy, Shareholders should follow the instructions set out in the section of the Circular headed "Action to be Taken", the Notice of General Meeting and the Form of Proxy. In order for their vote to count, Shareholders should appoint the Chair of the meeting as their proxy. This is because of the closed nature of the General Meeting described above, meaning that any other person attempting to attend the General Meeting will be refused admission and will therefore be unable to vote.
To ensure that all Shareholders have an opportunity to engage with the Board, any Shareholders who have a question for the Board are invited to submit it to the Company Secretary via email to oritcosec@PraxisIFM.com. Please note that all questions should be submitted by close of business on 2 February 2021 to ensure that the Company is able to respond to them in advance of the General Meeting.
The Board considers that the Proposal is in the best interests of the Shareholders taken as a whole and accordingly, the Board unanimously recommends that Shareholders vote in favour of the resolution to be proposed at the General Meeting.
The Circular will be posted to Shareholders today and a copy of the Circular can be found on the Company's website at https://octopusrenewablesinfrastructure.com/
A copy of the Circular has been submitted to the National Storage Mechanism and will shortly be available for viewing online at the following website address: https://data.fca.org.uk/#/nsm/nationalstoragemechanism
Terms used and not defined in this announcement shall have the meanings given to them in the Circular.
For further information please contact:
Octopus Investments Limited (Investment Manager)
Matt Setchell, Chris Gaydon, David Bird
Peel Hunt (Broker)
Liz Yong, Luke Simpson, Tom Pocock (Investment Banking)
Alex Howe, Chris Bunstead, Ed Welsby, Richard Harris (Sales)
020 7418 8900
Buchanan (Financial PR)
Charles Ryland, Kelsey Traynor, Hannah Ratcliff
020 7466 5000
PraxisIFM (Company Secretary)
020 4513 9260
Notes to editors
About Octopus Renewables Infrastructure Trust
Octopus Renewables Infrastructure Trust plc is a closed end investment company incorporated in England and Wales focused on providing investors with an attractive and sustainable level of income returns, with an element of capital growth, by investing in a diversified portfolio of renewable energy assets in Europe and Australia. Octopus Investments Limited acts as the Investment Manager to the Company.
Further details can be found at www.octopusrenewablesinfrastructure.com
About Octopus Renewables
Octopus Renewables, part of Octopus Investments and the wider Octopus Group, is a specialist clean energy investment manager with a mission to accelerate the transition to a future powered by renewable energy. Since 2010, Octopus Renewables has, on behalf of its clients, invested in a diverse portfolio of assets with a capacity of over 2.5GW and is now the largest commercial solar investor in Europe and a leading UK investor in onshore wind. Octopus Renewables is co-led by Matt Setchell and Alex Brierley and has over 70 employees in the UK and Australia.
Further details can be found at www.octopusrenewables.com
Neither the content of any website referred to in this announcement nor the content of any website accessible from hyperlinks is incorporated into, or forms part of, this announcement.
Appendix: Proposed Investment Policy
The proposed investment policy of the Company is included below. Additions are highlighted in bold and deletions are shown in strikethrough.
The Company will seek to achieve its investment objective through investment in renewable energy assets in Europe and Australia, comprising (i) predominantly assets which generate electricity from renewable energy sources, with a particular focus on onshore wind farms and photovoltaic solar ("solar PV") parks, and (ii) non-generation renewable energy related assets, in each case either already operating, in construction or construction ready and businesses (together "Renewable Energy Assets").
The Company may invest in operational, in construction, construction ready or development Renewable Energy Assets. In construction or construction ready Renewable Energy Assets are assets that have in place the required grid access rights, land consents, planning and regulatory consents. Development Renewable Energy Assets comprise projects that do not yet have in place the required grid access rights, land consents, planning and regulatory consents, as well as investments into development pipelines and developers ("Development Renewable Energy Assets").
The Company intends to invest both in a geographically and technologically diversified spread of Renewable Energy Assets and, over the long term, it is expected that: (i) investments: (i) located in the UK will represent less than 50 per cent. of Gross Asset Value; (ii) the total value of all investments; (ii) in any single country other than the UK will represent no more than 40 per cent. of Gross Asset Value of the total value of all investments; (iii) investment in onshore wind farms will not exceed 60 per cent. of Gross Asset Value of the total value of all investments; and (iv) investment in solar PV parks will not exceed 60 per cent. of Gross Asset Value. of the total value of all investments. For the purposes of this paragraph, investments shall (i) be valued on an unlevered basis, (ii) include amounts committed but not yet incurred and (iii) include Cash and Cash Equivalents to the extent not already included in the value of investments or amounts committed but not yet incurred.
The Company may acquire a mix of controlling and non-controlling interests in Renewable Energy Assets and may use a range of investment instruments in the pursuit of its investment objective, including but not limited to equity and debt investments. A controlling interest is one where the Company's equity interest in the Renewable Energy Asset is in excess of 50 per cent..
In circumstances where the Company does not hold a controlling interest in the relevant investment, the Company will secure its shareholder rights through contractual and other arrangements, to, inter alia, ensure that the Renewable Energy Asset is operated and managed in a manner that is consistent with the Company's investment policy.
The Company aims to achieve diversification principally through investing in a range of portfolio assets across a number of distinct geographies and a mix of wind, solar and other technologies. Once fully invested and substantially fully geared (meaning for this purpose borrowings by way of long term structural debt of 35 per cent. of Gross Asset Value), the The Company will observe the following investment restrictions when making investments:
· the Company may invest up to 32.5 per cent. of Gross Asset Value in one single asset, up to 27.5 per cent. of Gross Asset Value in a second single asset, and the Company's investment in any other single asset shall not exceed 20 per cent. of Gross Asset Value; and, in each case calculated immediately following each investment;
· the Company's portfolio will comprise no fewer than six ten Renewable Energy Assets.;
The Company will also observe the following investment restrictions when making investments:
· no more than 20 per cent. of Gross Asset Value, calculated immediately following each investment, will be invested in Renewable Energy Assets which are not onshore wind farms and solar PV parks;
· no more than 25 per cent. of Gross Asset Value, calculated immediately following each investment, will be invested in assets in relation to which the Company does not have a controlling interest;
· no more than 33 per cent. by number of the Company's investments in Renewable Energy Assets will be invested in assets in relation to which the Company does not have a controlling interest;
· no more than 5 per cent. of Gross Asset Value, calculated immediately following each investment, will be invested in Development Renewable Energy Assets;
· the Company will not invest in other UK listed closed-ended investment companies;
· neither the Company nor any of its subsidiaries will conduct any trading activity which is significant in the context of the Group as a whole; and
· no investments will be made in fossil fuel assets.
Compliance with the above restrictions will be measured at the time of investment and non-compliance resulting from changes in the price or value of assets following investment will not be considered as a breach of the investment restrictions.
In addition to the above investment restrictions, following the Company becoming fully invested and substantially fully geared (meaning for this purpose borrowings by way of long-term structural debt of 35 per cent. of Gross Asset Value) at the time of an investment or entry into an agreement with an Offtaker, the aggregate value of the Company's investments in Renewable Energy Assets under contract to any single Offtaker will not exceed 40 per cent. of Gross Asset Value.
The Company will hold its investments through one or more SPVs special purpose vehicles owned in whole or in part by the Company either directly or indirectly which will be used as the project company for the acquisition and holding of a Renewable Energy Asset (an "SPV") and the investment restrictions will be applied on a look-through basis.
For the purposes of the investment policy, "Gross Asset Value" means the aggregate of (i) the fair value of the Company's underlying investments (whether or not subsidiaries), valued on an unlevered basis, (ii) the Company's proportionate share of the cash balances and cash equivalents of assets and non-subsidiary companies in which the Company holds an interest and (iii) other relevant assets and liabilities of the Company (including cash) valued at fair value (other than third party borrowings) to the extent not included in (i) or (ii) above.
The Company may make use of long-term limited recourse debt to facilitate the acquisition or construction of Renewable Energy Assets to provide leverage for those specific investments. The Company may also take on long-term structural debt provided that at the time of drawing down (or acquiring) any new long term structural debt (including limited recourse debt), total long-term structural debt will not exceed 40 per cent. of the prevailing Gross Asset Value at the time of immediately following drawing down (or acquiring) such debt. For the avoidance of doubt, in calculating gearing, no account will be taken of any investment in Renewable Energy Assets that are made by the Company by way of a debt investment.
In addition, the Company may make use of short-term debt, such as a revolving credit facility, to assist with the acquisition or construction of suitable opportunities as and when they become available. Such short term debt will be subject to a separate gearing limit so as not to exceed 25 per cent. of the prevailing Gross Asset Value at the time of immediately following drawing down (or acquiring) any such short-term debt.
The Company may employ gearing at the level of an SPV, any intermediate subsidiary of the Company or the Company itself, and the limits on total long-term structural debt and short-term debt shall apply on a consolidated basis across the Company, the SPVs and any such intermediate holding entities (but will not count any intra-Group debt).
In circumstances where these aforementioned limits are exceeded as a result of gearing of one or more Renewable Energy Assets in which the Company has a non-controlling interest, the borrowing restrictions will not be deemed to be breached. However, in such circumstances, the matter will be brought to the attention of the Board who will determine the appropriate course of action.
Currency and Hedging Policy
The Company has the ability to enter into hedging transactions for the purpose of efficient portfolio management. In particular, the Company may engage in currency, inflation, interest rates, electricity prices and commodity prices (including, but not limited to, steel and gas) hedging. Any such hedging transactions will not be undertaken for speculative purposes.
The Company may hold cash on deposit and may invest in cash equivalent investments, which may include short-term investments in money market type funds ("Cash and Cash Equivalents").
There is no restriction on the amount of Cash and Cash Equivalents that the Company may hold and there may be times when it is appropriate for the Company to have a significant Cash and Cash Equivalents position. For the avoidance of doubt, the restrictions set out above in relation to investing in UK listed closed ended investment companies do not apply to money market type funds.
Changes to and Compliance with the Investment Policy
Any material change to the Company's investment policy set out above will require the approval of Shareholders by way of an ordinary resolution at a general meeting and the approval of the FCA.
In the event of a breach of the investment guidelines and the investment restrictions set out above, the AIFM shall inform the Board upon becoming aware of the same and if the Board considers the breach to be material, notification will be made to a Regulatory Information Service.