AQUILA ENERGY EFFICIENCY TRUST PLC

Report Publication Announcement • May 10, 2021

National Storage Mechanism | Additional information

RNS Number : 0823Y

Aquila Energy Efficiency Trust PLC

10 May 2021

10 May 2021

LEI: 213800AJ3TY3OJCQQC53

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, SINGAPORE, THE REPUBLIC OF SOUTH AFRICA, 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 SUCH DISTRIBUTION IS UNLAWFUL, OR TO ANY NATIONAL, RESIDENT OR CITIZEN OF THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, SINGAPORE, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY MEMBER STATE OF THE EEA (OTHER THAN TO PROFESSIONAL INVESTORS IN CERTAIN EEA MEMBER STATES FOR WHICH MARKETING APPROVAL HAS BEEN OBTAINED)

The contents of this announcement do not constitute or form part of, and should not be construed as, an offer of or invitation to sell or issue or any solicitation of any offer to purchase or subscribe for any securities for sale or subscription in any jurisdiction nor shall they (or any part of them) or the fact of their distribution form the basis of, or be relied upon in connection with, or act as an inducement to enter into, any contract or commitment to do so. This announcement is an advertisement and not a prospectus for the purposes of EU Regulation 2017/1129 as it forms part of the UK domestic law by virtue of the European Union (Withdrawal) Act 2018 as amended (the "UK Prospectus Regulation") and Part VI of the Financial Services and Markets Act 2000, as amended, and shall not be relied upon in connection with or act as an inducement to enter into any contract or commitment whatsoever. A prospectus has been prepared and made available to the public in accordance with the UK Prospectus Regulation (the "Prospectus"). Recipients of this announcement who intend to purchase such securities are reminded that any such purchase or subscription must be made solely on the basis of the information contained in the Prospectus in its final form. Copies of the Prospectus will shortly be available from the Company's registered office and on the Company's website (www.aquila-energy-efficiency-trust.com).

Aquila Energy Efficiency Trust PLC 

(the "Company")

Publication of Prospectus

Further to the announcement made today by Aquila Energy Efficiency Trust PLC, a newly established investment company, the Board of Directors announces that the Company has published a Prospectus in connection with the initial public offering to admit its shares on the premium segment of the Official List of the Financial Conduct Authority and to trading on the Main Market of the London Stock Exchange plc. 

The Company is seeking to raise up to £150 million1 by means of a placing, offer for subscription and intermediaries offer of Ordinary Shares (the "Issue"). In addition, pursuant to the Prospectus, a placing programme will allow the Company to issue further Ordinary Shares and/or C Shares in the 12 months from the date of publication of the Prospectus and following Admission (the "Placing Programme").

Further details of the Issue and Placing Programme are set out in the Prospectus, which will shortly be available on the Company's website at www.aquila-energy-efficiency-trust.com, subject to certain access restrictions.

A copy of the Prospectus will be submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Peel Hunt LLP ("Peel Hunt") is acting as sole sponsor, placing agent and intermediaries offer adviser to the Company and, with effect from Admission, will act as the Company's corporate broker.

For further information please contact:

Aquila Capital	Via Buchanan
Peel Hunt (Sole Sponsor, Placing Agent and Intermediaries Offer Adviser) Luke Simpson, Tom Pocock (Investment Banking) Alex Howe, Chris Bunstead, Ed Welsby, Richard Harris (Sales) Alistair Boyle (Intermediaries) Sohail Akbar (ECM)	020 7418 8900
Buchanan (Financial PR) Charles Ryland, Henry Wilson	020 7466 5000

Notes:

1. The Directors have reserved the right, in conjunction with Peel Hunt and the Investment Adviser, to increase the size of the Issue to a maximum of 200 million Ordinary Shares if overall demand exceeds 150 million Ordinary Shares, with any such increase being announced through a Regulatory Information Service.

All capitalised terms used and not defined herein shall have the same meaning as in the Prospectus.

Disclaimer

This announcement is an advertisement and does not constitute a prospectus and investors must subscribe for or purchase any shares referred to in this announcement only on the basis of information contained in the Prospectus published by the Company (and in any supplementary prospectus) and not in reliance on this announcement. Copies of the Prospectus may, subject to any applicable law, be obtained from the registered office of the Company and will shortly be made available for viewing at the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on the Company's website. This announcement does not constitute, and may not be construed as, an offer to sell or an invitation to purchase investments of any description or a recommendation regarding the issue or the provision of investment advice by any party. No information set out in this announcement is intended to form the basis of any contract of sale, investment decision or any decision to purchase shares in the Company.

The information in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. The material contained in this announcement is given as at the date of its publication (unless otherwise marked) and is subject to updating, revision and amendment. In particular, any proposals referred to herein are subject to revision and amendment.

Peel Hunt, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for the Company and for no-one else in connection with the matters described in this announcement and will not regard any other person (whether or not a recipient of the Prospectus) as its client and will not be responsible to anyone for providing the protections afforded to its clients or providing any advice in relation to the matters contained herein.

The shares of the Company have not been, and will not be, registered under the U.S. Securities Act of 1933 (as amended) (the "Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. Persons absent registration or an exemption from registration under the Securities Act. Moreover, the shares of the Company have not been, nor will they be, registered under the applicable securities laws of Australia, New Zealand, Singapore, Canada, the Republic of South Africa, Japan or any member state of the EEA (other than any member state of the EEA where the Ordinary Shares and/or C Shares are lawfully marketed). Further, the Company is not, and will not be, registered under the US Investment Company Act of 1940, as amended, and investors will not be entitled to the benefits of such act. The shares of the Company will be offered and sold outside of the United States to non-U.S. Persons in "offshore transactions" within the meaning of, and in reliance on, the exemption from the registration requirements of the Securities Act provided by Regulation S thereunder. Subject to certain exceptions, the shares of the Company may not be offered or sold in the United States, Australia, New Zealand, Singapore, Canada, the Republic of South Africa, Japan or any member state of the EEA (other than any member state of the EEA where the Ordinary Shares and/or the C Shares are lawfully marketed) or to, or for the account or benefit of, any national, resident or citizen of, the United States, Australia, New Zealand, Singapore, Canada, the Republic of South Africa, Japan or any member state of the EEA (other than to professional investors in certain EEA member states for which marketing approval has been obtained). The Issue and any subsequent placing under the Placing Programme, and the distribution of this announcement, in certain jurisdictions may be restricted by law and accordingly persons into whose possession this announcement is received are required to inform themselves about and to observe such restrictions.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America.  This announcement is not an offer of securities for sale into the United States.  The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration.  No public offering of securities is being made in the United States.

Notice to prospective investors in the Isle of Man: This announcement, the Prospectus and the Issue are addressed to and directed at persons on the Isle of Man in accordance with any relevant exclusion contained within the Isle of Man Regulated Activities Order 2011 (as amended) or exemption contained in the Isle of Man Financial Services (Exemptions) Regulations 2011 (as amended). Persons distributing this announcement, the Prospectus and the Issue must satisfy themselves that they are licensed to do so under the Isle of Man Financial Services Act 2008. The announcement, the Prospectus and the Issue must not be relied upon by any person unless received or distributed in accordance with the above.

Notice to prospective investors in Jersey: This announcement, the Prospectus and the Issue are addressed to and directed at persons in Jersey with appropriate registration under the Financial Services (Jersey) Law 1998, as amended. Subject to certain exemptions (if applicable), the Company shall not raise money in Jersey by the issue anywhere of the Ordinary Shares and/or C Shares, and the Prospectus relating to the Ordinary Shares and/or C Shares shall not be circulated in Jersey, without first obtaining consent from the Jersey Financial Services Commission pursuant to the Control of Borrowing (Jersey) Order 1958, as amended. No such consents have been obtained by the Company. The Jersey Financial Services Commission does not accept any responsibility for the financial soundness of or any representations made in connection with the Company.

Notice to prospective investors in Guernsey: This announcement, the Prospectus and the Issue are addressed to and directed at persons in Guernsey who are licensed under the Protection of Investors (Bailiwick of Guernsey) Law 1987 (as amended), the Insurance Business (Bailiwick of Guernsey) Law, 2002 (as amended), the Banking Supervision (Bailiwick of Guernsey) Law, 1994 (as amended), the Insurance Managers and Insurance Intermediaries (Bailiwick of Guernsey) Law 2002 (as amended) or the Regulation of Fiduciaries, Administration Businesses and Company Directors, etc. (Bailiwick of Guernsey) Law, 2000 (as amended). Persons distributing this announcement, the Prospectus and the Issue must satisfy themselves that they are licensed to do so under the Protection of Investors (Bailiwick of Guernsey) Law, 1987 (as amended). The announcement, the Prospectus and the Issue must not be relied upon by any person unless received or distributed in accordance with the above.

Notice to prospective investors in the European Economic Area: This announcement, the Prospectus and the Issue are addressed to and directed at persons in European Economic Area who are: (a) in a member state of the European Economic Area who are qualified investors (within the meaning of the Prospectus Regulation (EU) 2017/1129) (the "EU Prospectus Regulation"), and (b) those persons to whom it may otherwise be lawfully communicated (all such persons referred to above being "Relevant Persons"). Persons distributing this announcement, the Prospectus and the Issue must satisfy themselves that it is lawful to do so. Any investment or investment activity to which this announcement, the Prospectus and the Issue relate is available only to Relevant Persons and will be engaged in only with Relevant Persons. This announcement, the Prospectus and the Issue must not be relied on by persons who are not Relevant Persons. Further, each member state in the EEA that has implemented the Directive 2011/61/EU of the European Parliament and of the Council, as amended from time to time including pursuant to Directive 2019/1160/EU and Directive 2019/1156/EU (each a "Relevant State"), no Ordinary Shares and/or C Shares have been or will be directly or indirectly offered to or placed with investors in that Relevant State at the initiative of or on behalf of the Company, the AIFM or the Investment Adviser other than in accordance with the methods permitted in that Relevant State.

Notice to prospective investors in the Republic of Ireland: This announcement, the Prospectus and the Issue are addressed to and directed at persons in the Republic of Ireland who are professional investors as defined in Directive 2011/61/EU of the European Parliament and of the Council, as amended from time to time including pursuant to Directive 2019/1160/EU and Directive 2019/1156/EU ("AIFMD") and otherwise in accordance with AIFMD, Commission Delegated Regulation 231/2013, the Irish European Union (Alternative Investment Fund Managers) Regulations 2013 (S.I. No. 257/2013), as amended, and any rules issued by the Central Bank of Ireland pursuant thereto. This announcement, the Prospectus and the Issue are only addressed to and directed at persons in the Republic of Ireland (a) in compliance with the provisions of the Irish Companies Act 2014 (as amended); (b) in compliance with the provisions of the European Union (Markets in Financial Instruments) Regulations 2017 (S.I. No. 614/2017) (as amended); and (c) in compliance with the provisions of the Irish European Union (Market Abuse) Regulations 2016 (as amended) and any rules issued by the Central Bank of Ireland pursuant thereto. The Prospectus has not been, nor will it be, registered with or authorised by any regulatory or governmental body in the Republic of Ireland. Accordingly, the Prospectus may not be made available, nor may the interests in the Company offered hereunder be marketed and offered for sale in the Republic of Ireland, other than under circumstances which do not require the publication of a prospectus pursuant to the Irish European Union (Prospectus) Regulations 2019 (S.I. No. 380/2019) and any rules issued by the Central Bank of Ireland pursuant thereto.

Notice to prospective investors in Luxembourg: This announcement, the Prospectus and the Issue are addressed to and directed at persons in Luxembourg who are "professional clients" within the meaning of Annex II of MiFID II. The Prospectus has not been, nor will it be, registered with or authorised by any regulatory or governmental body in Luxembourg. Accordingly, the Prospectus may not be made available, nor may the interests in the Company offered hereunder be marketed and offered for sale in Luxembourg, other than under circumstances which do not fall under specific offer limitations under the Luxembourg Law of 12 July 2013 on alternative investment fund managers (as amended) ("AIFM Law") and at the same time do not constitute an "Offer of Shares to the public" requiring the publication by the Company of a prospectus pursuant to Article 3 of the EU Prospectus Regulation and the Luxembourg law of 16 July 2019 on prospectuses for securities. Neither the Company nor its AIFM have been authorised or registered under the AIFM Law or are otherwise supervised by the Luxembourg Commission de Surveillance du Secteur Financier.

Notice to prospective investors in the Netherlands: This announcement, the Prospectus and the Issue are addressed to and directed at persons in the Netherlands who are "qualified investors" (gekwalificeerde beleggers) within the meaning of Article 1:1 of the Dutch Financial Supervision Act (Wet op het financieel toezicht). Neither the AIFM nor the Company is subject to supervision of the Dutch Central Bank or the Dutch Authority for Financial Markets.

Notice to prospective investors in Switzerland: This announcement, the Prospectus and the Issue are addressed to and directed at persons in the Switzerland who are (i) professional and/or institutional clients within the meaning of the Swiss Financial Services Act ("FinSA") or (ii) in any other circumstances falling within article 36 para. 1 of the FinSA, and in any case only subject to the restrictions provided in this notice concerning Switzerland. Neither the Prospectus nor any other offering or marketing material relating to the Ordinary Shares and/or C Shares constitutes a prospectus within the meaning of the FinSA. The Prospectus has not been and will not be reviewed or approved by a Swiss review body and does not comply with the disclosure requirements applicable to a prospectus within the meaning of the FinSA. Neither the Prospectus nor any other offering or marketing material relating to the Ordinary Shares and/or C Shares may be publicly distributed or otherwise made publicly available in Switzerland. The Company has not been and will neither be registered with the Swiss Financial Supervisory Authority as a foreign collective investment for distribution to non-qualified investors pursuant to the Swiss Collective Investment Schemes Act, nor has the Company appointed or will the Company appoint a Swiss representative and paying agent, required for distribution to non-qualified investors and to high-net-worth retail clients and private investment structures created for them, having declared that they wish to be treated as professional clients ("Opting Out HNWI") (as further defined in the FinSA (cf. art. 5 paras. 1 and 2 of the FinSA) and its implementing ordinance). Accordingly, interests in the Company, including the Ordinary Shares and/or C Shares may not be offered to non-qualified investors or to Opting Out HNWI in or from Switzerland.

Notice to prospective investors in Belgium: This announcement, the Prospectus and the Issue are addressed to and directed at persons in Belgium who are (a) qualified investors within the meaning of Article 2(e) of the EU Prospectus Regulation; (b) to a maximum of 149 individuals who are not qualified investors within the meaning of Article 2(e) of the EU Prospectus Regulation; or (c) to investors who acquire Ordinary Shares and/or C Shares for a minimum consideration of EUR 100,000 or the equivalent thereof in another currency. Neither the Company nor its AIFM have been authorised or registered under the Belgian AIFM Law of 19 April 2014 or are otherwise supervised by the Belgian Financial Services and Markets Authority.

The value of shares and the income from them is not guaranteed and can fall as well as rise due to stock market and currency movements.  When you sell your investment you may get back less than you originally invested. Figures refer to past performance and past performance should not be considered a reliable indicator of future results. Returns may increase or decrease as a result of currency fluctuations. Persons considering making such an investment should consult an authorised person specialising in advising on such investments.

This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "anticipates", "expects", "intends", "may", "might", "will" or "should" or, in each case, their negative or other variations or similar expressions. All statements other than statements of historical facts included in this announcement, including, without limitation, those regarding the Company's financial position, strategy, plans, proposed acquisitions and objectives, are forward-looking statements.

Forward-looking statements are subject to risks and uncertainties and, accordingly, the Company's actual future financial results and operational performance may differ materially from the results and performance expressed in, or implied by, the statements. These factors include but are not limited to those described in the Prospectus. These forward-looking statements speak only as at the date of this announcement and cannot be relied upon as a guide to future performance. Subject to their respective legal and regulatory obligations (including under the Prospectus Regulation Rules), the Company, the AIFM, the Investment Adviser and Peel Hunt expressly disclaim any obligations or undertaking to update or revise any forward-looking statements contained herein to reflect any change in expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based unless required to do so by law or any appropriate regulatory authority, including FSMA, the Listing Rules, the Prospectus Regulation Rules, the Disclosure Guidance and Transparency Rules, the Prospectus Regulation and MAR.

None of the Company, the AIFM, the Investment Adviser or Peel Hunt, or any of their respective affiliates, accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to this announcement, including the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith. The Company, the AIFM, the Investment Adviser and Peel Hunt, and their respective affiliates, accordingly disclaim all and any liability (save where required by law) whether arising in tort, contract or otherwise which they might otherwise have in respect of this announcement or its contents or otherwise arising in connection therewith.        

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; and (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing EU Directive 2014/65/EU, in the case of (a) and (b), to the extent that they form part of the domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018; and (c) other local implementing measures (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 Ordinary Shares and the C Shares have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in UK MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by UK MiFID II (the "Target Market Assessment").

Notwithstanding the Target Market Assessment, distributors (such term to have the same meaning as in the MiFID II Product Governance Requirements) should note that: the market price of the Ordinary Shares and/or C Shares may decline and investors could lose all or part of their investment; neither the Ordinary Shares nor the C Shares offer any guaranteed income and or capital protection; and an investment in the Ordinary Shares and/or C 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 Issue and/or the Placing Programme. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Peel Hunt will only procure investors (pursuant to the Issue and the Placing Programme) 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 UK MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Ordinary Shares and/or C Shares.

Each distributor (including the Intermediaries) is responsible for undertaking its own target market assessment in respect of the Ordinary Shares and/or C Shares and determining appropriate distribution channels.

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