ECOFIN U.S. RENEWABLES INFRASTRUCTURE TRUST PLC

Prospectus • Nov 11, 2020

National Storage Mechanism | Additional information

RNS Number : 9532E

Ecofin US Renewables Infrastr.Trust

11 November 2020

11 November 2020

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 OTHER JURISDICTION WHERE, OR TO ANY OTHER PERSON TO WHOM, TO DO SO WOULD BE UNLAWFUL. THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER TO SELL OR ISSUE, OR ANY SOLICITATION OF ANY OFFER TO PURCHASE, SUBSCRIBE FOR OR OTHERWISE ACQUIRE, ANY INVESTMENTS IN ANY JURISDICTION.

This announcement is an advertisement and not a prospectus and investors should not subscribe for or purchase any shares referred to in this announcement except on the basis of information in the prospectus to be published by Ecofin U.S. Renewables Infrastructure Trust PLC ("the "Company") in connection with the admission of the shares in the capital of the Company (the "Ordinary Shares") to the Official List of the Financial Conduct Authority, and to trading on the London Stock Exchange's Main Market (the "Prospectus").  Copies of the Prospectus will, following publication, be available from the Company's website at https://ecofininvest.com/rnew.

ECOFIN U.S. RENEWABLES INFRASTRUCTURE TRUST PLC

ANNOUNCEMENT OF INTENTION TO FLOAT

INITIAL PUBLIC OFFERING OF UP TO US$250 MILLION TO INVEST IN A DIVERSIFIED PORTFOLIO OF MIXED U.S. RENEWABLE ENERGY ASSETS WITH AN ATTRACTIVE LONG-TERM INCOME STREAM

Ecofin U.S. Renewables Infrastructure Trust PLC ("RNEW") today announces its intention to launch an initial public offering ("IPO"), and to seek admission for its Ordinary Shares to the premium segment of the Official List of the Financial Conduct Authority and to trading on the London Stock Exchange's Main Market ("Admission").

The Company intends to raise up to US$250 million by way of an issue including an Initial Placing and Offer for Subscription of Ordinary Shares (the "Initial Issue") to invest in a diversified portfolio of mixed U.S. renewable energy assets benefiting from supportive government incentives and the availability of fixed longer-term revenue contracts (10-25+ years).

·      The Company will target a net total return of 7.0%-7.5% per annum with an attractive and sustainable dividend yield of 5.25%-5.75% per annum

·      The Company expects to acquire a circa US$61 million seed portfolio consisting of four solar investments with a weighted average PPA term of 18.7 years (the "Seed Assets") subject to the satisfaction of certain conditions. Ecofin considers that the expected return profile on the Seed Assets is consistent with the Company's overall target return

·      Two of the Seed Assets are currently operating, a third is expected to be operational by the end of 2020, and the fourth is expected to be operational by the end of 2020 or otherwise within the first quarter of 2021

·      The Company will also have access to the Investment Manager's active pipeline of investment opportunities, currently totalling $3.0 billion across 86 transactions, and aims to have substantially committed the IPO proceeds within 12 months from Admission

Ecofin Advisors, LLC (the "Investment Manager" or "Ecofin") 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 30 September 2020, the entities owned by the Parent Company (the "Ecofin Group") had approximately US$7.0 billion in assets under management. Ecofin will subscribe for 1% of the Ordinary Shares in issue on Admission.

A fund managed by Capricorn Investment Group ("Capricorn"), a long-standing strategic partner of the Ecofin Group, has agreed to subscribe for 5% of the Ordinary Shares in issue on Admission. Capricorn's investment strategy seeks superior risk-adjusted returns by leveraging market forces to scale solutions to global problems.

The Company is currently expected to qualify for the London Stock Exchange's Green Economy Mark at Admission, which recognises companies that derive 50% or more of their total annual revenues from products and services that contribute to the global green economy.

The Company is incorporated in England and Wales and intends to carry on business as an investment trust within the meaning of section 1158 of the Corporation Tax Act 2010. The Ordinary Shares are denominated in U.S. Dollars but will also be tradable in Sterling.

The Company expects to publish the Prospectus in relation to the IPO shortly. The Prospectus will incorporate a placing programme of up to an additional 250 million Ordinary Shares and/or C Shares which will provide the Company the flexibility to grow following Admission.

The launch of the IPO will be subject to the publication of the Prospectus following the approval of the Financial Conduct Authority.

Stifel Nicolaus Europe Limited ("Stifel") is acting as sponsor and sole bookrunner.

INVESTMENT HIGHLIGHTS:

Significant U.S. renewables market potential

·      The U.S. renewables market is at an inflection point with significant growth projected in the power generation mix for renewable energy due to low costs yet low penetration compared to other developed markets

·      The energy transition in the U.S. to a less carbon intensive power grid is entering a new phase of growth. Investment in renewable energy generation is expected to account for more than 67% of U.S. power capital expenditure over the next decade, representing a US$294 billion opportunity

·      The U.S. power market is 12.9 times larger than the UK's and 1.3 times larger than the EU's (inclusive of the UK for this purpose). Despite this, the solar and wind share of the overall energy market in the U.S. is significantly lower than the UK or EU, leaving ample opportunity for growth

·      The U.S. renewable energy market, a less mature market compared to the UK, benefits from near-term federal and state incentives and the availability of long-term power purchase agreements ("PPAs")

·      The Company is expected to have reduced power price sensitivity relative to the UK market due to longer duration fixed-price PPAs

Highly experienced U.S. based manager, well positioned to take advantage of promising U.S. market growth outlook

·      With US$7.0 billion of assets under management, the Ecofin Group has operations located in Kansas City, St. Louis, New York, Connecticut and London. As at 30 September 2020, the Ecofin Group had 139 employees

·      Senior members of the team have a combined 50 years of investment experience and have worked together for six years; managing directors previously worked together at GE and have industry experience of 18 years on average

·      Since lead portfolio managers Jerry Polacek, Matthew Ordway and Prashanth Prakash joined Ecofin's Private Sustainable Infrastructure Investment Team (the "PSII Team") in late 2016, the gross annual IRR of investments managed by the PSII Team to 31 August 2020 was 8.1 per cent.

·      The PSII Team has closed and currently manages investments in 35 solar assets (total 88 MW) spanning 9 states / territories totalling US$125.6 million committed investments and US$183 million committed asset value

·      Prior to joining the Ecofin Group:

o  in the solar sub-sector, members of the PSII Team invested and managed investments in 58 projects across 9 U.S. states worth approximately US$868 million;

o  in the wind sub-sector, members of the PSII Team invested and managed investments in 50 projects across 19 U.S. states worth approximately US$4.88 billion; and

o  other sustainable infrastructure projects invested in and managed by members of the PSII Team amounted to US$495 million

·      Ecofin will be fully aligned with investors through its subscription for 1 per cent. of the Gross Initial Proceeds of the IPO as well as through the reinvestment of 15 per cent. of its management fee in Ordinary Shares

Long-term PPAs to provide attractive returns

·      The Company is targeting a net total return of 7.0 per cent. to 7.5 per cent. per annum over the medium to long term

·      The Company aims to provide an initial annual dividend yield of 2 to 3 per cent. (based on the Initial Issue Price of US$1 per Ordinary Share) in respect of the period from Admission to 31 December 2021 (assuming that the Renewable Assets acquired using the Net Initial Proceeds are substantially fully operational by 31 December 2021)

·      Thereafter, the Company is targeting an annual dividend yield of 5.25 per cent. to 5.75 per cent. (based on the Initial Issue Price of US$1 per Ordinary Share), beginning in respect of the first quarter of 2022 (assuming that the Renewable Assets acquired using the Net Initial Proceeds are substantially fully operational by 31 December 2021), with an average dividend growth rate of at least 1 per cent. per annum over the medium term

·      The Company intends to pay a quarterly dividend and expects that the first interim dividend will be declared in July 2021 and paid in August 2021, in respect of the period from Admission to 30 June 2021

·      The Company will aim to have substantially committed the IPO proceeds in Renewable Assets within 12 months from Admission

Geographically diversified seed portfolio of attractive assets

·      The Company expects to acquire, subject to certain conditions, a circa US$61 million seed portfolio comprising a diversified portfolio of four solar PV projects that serve utility and commercial Offtakers across three U.S. states

·      Two of the projects are currently operational, a third is expected to be operational by the end of 2020, and the fourth is expected to be operational by the end of 2020, or otherwise within the first quarter of 2021

·      The seed portfolio consists of 57 individual assets with total generating capacity of 131 MW. Ecofin considers that the expected return profile on the Seed Assets is consistent with the Company's overall target return

·      100 per cent of the electricity output is contracted to 39 Offtakers, which are primarily investment grade utility, municipal and commercial entities, with a weighted average PPA term remaining of 18.7 years

Strong pipeline originated through proprietary network in a market with notable depth

·      Including the Seed Assets, Ecofin has an active pipeline of US$3.0 billion across 86 transactions with a longer term pipeline totalling a further US$1.6 billion across 42 deals, predominantly sourced through off-market transactions as a result of the team's proprietary sourcing network and reputation in the middle market

·      Within these Pipeline Assets, the team has identified a sub-set of 16 utility scale and commercial solar and wind investment opportunities, comprising 184 individual assets with an aggregate equity value of US$694 million. These Targeted Pipeline Assets total approximately 958 MW spread across 17 U.S. states and Canada, contracted to predominantly investment grade quality Offtakers with an average PPA term exceeding 18 years

Seed capital and cornerstone investment provided by supportive and reputable investor

·      Capricorn Investment Group is a long-standing strategic partner and seed investor in several Ecofin Group strategies given their shared mission

·      Capricorn provided the seed capital required to secure the Seed Assets, and a fund managed by Capricorn will subscribe for 5 per cent. of the Gross Initial Proceeds

An independent, diverse, established and experienced Board with substantial private energy infrastructure investment experience

·      Oversight by a Board of four independent Non-Executive Directors led by Patrick O'D Bourke as Chairman, benefiting from his 25 years of experience in energy and infrastructure, especially renewable energy

Patrick O'D Bourke, Chairman of Ecofin U.S. Renewables Infrastructure Trust PLC, commented:

"It is a privilege to be joining the Company as it prepares for a potential premium listing on the London Stock Exchange. We expect new shareholders to benefit from the skill, track record and depth of experience of the U.S.-based Ecofin team, whose individual members have made their careers investing in and managing renewable energy assets."

Jerry Polacek, Managing Director and Group Lead of Private Clean Energy and Infrastructure at Ecofin, said:

"We are thrilled with the expected launch of our team's flagship investment trust that offers access to high quality U.S. renewable energy assets with long term fixed revenue contracts, to provide investors with sustainable dividends and competitive total returns. RNEW's differentiated strategy focused on the middle market will provide greater opportunities to add value by directly originating mixed solar and wind acquisitions through our U.S. team's proprietary industry network, which has been built over decades. The U.S. renewable energy market is one of the best globally, given the U.S. power market's large size with relatively low renewable energy penetration rate and sustained state and federal policy support, expected to create close to a US$300 billion investment opportunity over the next decade."

EXPECTED TIMETABLE:

Publication of Prospectus	During the coming days
Latest time and date for receipt of completed Application Forms under the Offer for Subscription and payment in full or settlement of the relevant CREST instruction	11.00 a.m. on 9 December 2020
Latest time and date for receipt of placing commitments under the Initial Placing	12.00 noon on 9 December 2020
Results of the Initial Issue announced	10 December 2020
Initial Admission and dealings commence	14 December 2020

Any changes to the expected timetable set out above will be notified by the Company through an RIS. References to times are to London times unless otherwise stated.

Unless the context otherwise requires, capitalised terms used in this announcement have the meanings given to them in the Prospectus.

For further information, please contact:

Ecofin Advisors, LLC (Investment Manager) Jerry Polacek Matthew Ordway Prashanth Prakash	+1 913 981 1020
Stifel (Sponsor and Sole Bookrunner) Corporate: Mark Bloomfield Nick Donovan Maarten Freeriks	+44 207 710 7600
Sales: Phil Hopkins Jonathan Crabtree Hugh Middleton	+44 207 710 7669 +44 207 710 7663 +44 207 710 7730

Further details

Once published, a copy of the Prospectus will be submitted to the National Storage Mechanism and be available for inspection on the Company's website: https://ecofininvest.com/rnew. Any defined terms used in this announcement will be defined in the Prospectus.

Investment objective

The Company's investment objective will be to provide Shareholders with an attractive level of current distributions by investing in a diversified portfolio of mixed renewable energy and sustainable infrastructure assets ("Renewable Assets") predominantly located in the United States with prospects for modest capital appreciation over the long term.

Investment policy and strategy

The Company intends to execute its investment objective by investing in a diversified portfolio of Renewable Assets predominantly in the United States, but it may also invest in other OECD countries.

Whilst the principal focus of the Company will be on investment in Renewable Assets that are solar and wind energy assets ("Solar Assets" and "Wind Assets" respectively), sectors eligible for investment by the Company will also include different types of renewable energy (including battery storage, biomass, hydroelectric and microgrids) as well as other sustainable infrastructure assets such as water and waste water.

The Company will seek to invest primarily through privately-negotiated middle market acquisitions of long-life Renewable Assets which are construction-ready, in-construction and/or currently in operation with long-term PPAs or comparable offtake contracts with investment-grade quality counterparties, including utilities, municipalities, universities, schools, hospitals, foundations, corporations and others. Long-life Renewable Assets are those which are typically expected by Ecofin to generate revenue from inception for at least 10 years.

The Company intends to hold the Portfolio over the long term, provided that it may dispose of individual Renewable Assets from time to time.

Investment restrictions

The Company will invest in a diversified portfolio of Renewable Assets subject to the following investment limitations which, other than as specified below, shall be measured at the time of the investment:

·      once the Net Initial Proceeds are substantially fully invested, a minimum of 20 per cent. of Gross Assets will be invested in Solar Assets;

·      once the Net Initial Proceeds are substantially fully invested, a minimum of 20 per cent. of Gross Assets will be invested in Wind Assets;

·      a maximum of 10 per cent. of Gross Assets will be invested in Renewable Assets that are not Wind Assets or Solar Assets;

·      exposure to any single Renewable Asset will not exceed 25 per cent. of Gross Assets;

·      exposure to any single Offtaker will not exceed 25 per cent. of Gross Assets;

·      once the Net Initial Proceeds are substantially fully invested, investment in Renewable Assets that are in the construction phase will not exceed 50 per cent. of Gross Assets, but prior to such time investment in such Renewable Assets will not exceed 75 per cent. of Gross Assets. The Company expects that construction will be primarily focussed on Solar Assets in the shorter term until the Portfolio is more substantially invested and may thereafter include Wind Assets in the construction phase;

·      exposure to Renewable Assets that are in the development (namely pre-construction) phase will not exceed 5 per cent. of Gross Assets;

·      exposure to any single developer in the development phase will not exceed 2.5 per cent. of Gross Assets;

·      the Company will not typically provide Forward Funding for development projects. Such Forward Funding will, in any event, not exceed 5 per cent. of Gross Assets in aggregate and 2.5 per cent. of Gross Assets per development project and would only be undertaken when supported by customary security;

·      Future Commitments and Developer Liquidity Payments, when aggregated with Forward Funding (if any), will not exceed 25 per cent. of Gross Assets;

·      once the Net Initial Proceeds are substantially fully invested, Renewable Assets in the United States will represent at least 85 per cent. of Gross Assets; and

·      any Renewable Assets that are located outside of the United States will only be located in other OECD countries. Such Renewable Assets will represent not more than 15 per cent. of Gross Assets.

References in the investment restrictions detailed above to "investments in" or "exposure to" shall relate to the Company's interests held through its Investment Interests.

For the purposes of the Prospectus, the Net Initial Proceeds will be deemed to have been substantially fully invested when at least 75 per cent. of the Net Initial Proceeds have been invested in (or have been committed in accordance with binding agreements to investments in) Renewable Assets.

The Company will not be required to dispose of any investment or to rebalance the Portfolio as a result of a change in the respective valuations of its assets. The investment limits detailed above will apply to the Group as a whole on a look-through basis, namely, where assets are held through a Project SPV or other intermediate holding entities or special purpose vehicles, and the Company will look through the holding vehicle to the underlying assets when applying the investment limits.

Gearing policy

The Group primarily intends to use long-term debt to provide leverage for investment in Renewable Assets and may utilise short-term debt, including, but not limited to, a revolving credit facility, to assist with the acquisition of investments.

Long-term debt shall not exceed 50 per cent. of Gross Assets and short-term debt shall not exceed 25 per cent. of Gross Assets, provided that total debt of the Group shall not exceed 65 per cent. of Gross Assets, in each case, measured at the point of entry into or acquiring such debt.

The Company may employ gearing either at the level of the relevant Project SPV or at the level of any intermediate subsidiary of the Company. Gearing may also be employed at the Company level, and any limits set out in the Prospectus shall apply on a consolidated basis across the Company, the Project SPVs and any such intermediate holding entities (but will not count any intra-Group debt).

The Company expects debt to be denominated primarily in U.S. Dollars.

For the avoidance of doubt, financing provided by tax equity investors and any investments by the Company in its Project SPVs or intermediate holding companies which are structured as debt are not considered gearing for this purpose and are not subject to the restrictions in the Company's gearing policy.

Currency and hedging policy

The Group may use derivatives for the purposes of hedging, partially or fully:

·      electricity price risk relating to any electricity or other benefit, including renewable energy credits or incentives, generated from Renewable Assets not sold under a PPA, as further described below;

·      currency risk in relation to any Sterling (or other non-U.S. Dollar) denominated operational expenses of the Company;

·      other project risks that can be cost-effectively managed through derivatives (including, without limitation, weather risk); and

·      interest rate risk associated with the Company's debt facilities.

In order to hedge electricity price risk, the Company may enter into specialised derivatives, such as contracts for difference or other hedging arrangements, which may be part of a tripartite or other PPA arrangement in certain wholesale markets where such arrangements are required to provide an effective fixed price under the PPA.

Members of the Group will only enter into hedging or other derivative contracts when they reasonably expect to have an exposure to a price or rate risk that is the subject of the hedge.

Cash management policy

Until the Company is fully invested the Company will invest in cash, cash equivalents, near cash instruments and money market instruments and treasury notes ("Near Cash Instruments"). Pending re-investment or distribution of cash receipts, the Company may also invest in Near Cash Instruments as well as Investment Grade Bonds and exchange traded funds or similar ("Liquid Securities"), provided that the Company's aggregate holding in Liquid Securities shall not exceed 10 per cent. of Gross Assets measured at the point of time of acquiring such securities.

Seed Assets and Pipeline Assets

The Company's subsidiary, U.S. Holdco, has entered into the Seed Asset Acquisition Agreements to acquire the Seed Assets, subject to the satisfaction of certain conditions. The aggregate consideration payable for the Seed Assets (assuming completion of the acquisition of all Seed Assets) is subject to adjustment in accordance with the terms of the Seed Asset Acquisition Agreements, but is currently expected to be approximately US$61 million.

The Seed Assets comprise a diversified portfolio of operating and construction-stage solar photovoltaic projects that serve utility and commercial Offtakers across three states in the United States. Completion of the acquisition of the Seed Assets is expected to take place not later than 120 days after Admission, (or sooner in the case of three of the four Seed Assets projects where closing is currently expected to occur within 30 days of Admission) subject to satisfaction of certain closing conditions, although the closing dates for the different Seed Asset acquisitions may vary. U.S. Holdco will still acquire those Seed Assets in respect of which all closing conditions are satisfied, even if one or more of the Seed Asset acquisitions are not completed.

In addition to the Seed Assets, the PSII Team has identified a pipeline of 124 Renewable Asset investment opportunities consisting primarily of U.S. utility scale and commercial Solar Assets and Wind Assets, with a combined equity value, as at 30 September 2020, of US$4.6 billion (the "Pipeline Assets").

Target returns and dividend policy

Whilst not forming part of the investment policy, with respect to the Ordinary Shares:

·      once the Company is fully invested, the Company will target a net total shareholder return of 7 per cent. to 7.5 per cent. per annum (net of fees and expenses but excluding any tax payable by shareholders) over the medium to long term; and

·      the Company will target:

-           an initial annual dividend yield of 2 to 3 per cent. (based on the Initial Issue Price of US$1 per Ordinary Share) in respect of the period from Initial Admission until 31 December 2021 (being the end of the first quarter falling 12 months after the date of Initial Admission) assuming that the Renewable Assets acquired using the Net Initial Proceeds are substantially fully operational by 31 December 2021 (and, to the extent that Renewable Assets are not operational upon acquisition by the Group, most such Renewable Assets are expected to be so within 12 months from the date of commitment), with such dividend to be paid from operational cashflows from Renewable Assets which are acquired at or post the operational date, or from capital if insufficient operational Renewable Assets are acquired; and

-           thereafter, an annual dividend yield of 5.25 per cent. to 5.75 per cent. (based on the Initial Issue Price of US$1 per Ordinary Share), beginning in respect of the first quarter of 2022 (assuming that the Renewable Assets acquired using the Net Initial Proceeds are substantially fully operational by 31 December 2021), with an average annual dividend growth rate of at least 1 per cent. over the medium term.

The Company intends to pay dividends to the holders of Ordinary Shares on a quarterly basis, with dividends typically being declared in April, July, October and January in each year, in respect of quarters ending March, June, September and December respectively.

It is anticipated that the first interim dividend will be declared in July 2021 and paid in August 2021 in respect of the period from Initial Admission to 30 June 2021.

These target dividend payments are subject to the Company having sufficient distributable reserves and are subject to satisfying the requirements of the Companies Act. The payment of dividends will also be subject to the discretion of the Directors, who reserve the right to retain amounts for the benefit of the Company. Subject to the requirements of the Companies Act, the Company may pay dividends from the reserve created by a cancellation of the Company's share premium account if no (or insufficient) operational Renewable Assets are acquired to generate profits available for distribution.

The Investment Manager

Ecofin Advisors, LLC is a limited liability company registered with the SEC as an investment adviser under the U.S. Investment Advisers Act.

Ecofin is an indirectly wholly owned subsidiary of the Parent Company. Ecofin and the Parent Company are each indirectly controlled by Lovell Minnick. The Parent Company indirectly holds multiple wholly owned essential asset-focused SEC registered investment advisers. The Parent Company acquired Ecofin Limited in 2018, a UK-based manager with experience in managing listed sustainable infrastructure assets, as part of its efforts to expand its sustainable investing expertise and global footprint. The Parent Company is focused on essential asset investing through two separate brands: Tortoise, which focuses on power and energy infrastructure and energy evolution; and Ecofin, which focuses on sustainable infrastructure, energy transition, water and environment and social impact.

The Ecofin Group's heritage uniting ecology and finance dates back to the early 1990s. With an intention to generate strong investment returns and a positive impact, Ecofin invests in essential assets and services that contribute to sustainable ecosystems and communities. Ecofin's strategies are accessible through a variety of investment solutions and seek to achieve positive impacts that align with UN Sustainable Development Goals by addressing global issues surrounding climate action, clean energy and water, education and sustainable communities.

The Ecofin Group had, as at 30 September 2020, approximately US$7.0 billion in assets under management. The Ecofin Group has operations located in Kansas City, St. Louis, New York, Connecticut, London and, as at 30 September 2020, it had 139 employees, 27 of whom have CFA designations.

Ecofin organisation and key personnel

The members of the PSII Team responsible for providing the Portfolio advisory services are:

Jerry G. Polacek, CFA, Managing Director and Group Lead

Mr. Polacek co-founded the Ecofin Group's Private Sustainable Infrastructure business in 2016 and serves as the managing director and group lead. Previously, Mr. Polacek was a co-founder of Energy & Infrastructure Capital LLC ("EIC"), where he served as chief executive officer and chief investment officer from 2014 to 2016. Mr. Polacek has 23 years of experience, including 19 years of principal investing experience. Prior to forming EIC, Mr. Polacek was a managing director at GE Capital, Energy Financial Services ("GE EFS"), where he held various leadership roles focused on private equity and credit investment in the global energy infrastructure sector since joining in 2001. At GE EFS, Mr. Polacek co-founded the renewable energy group in 2006 as head of portfolio management and also managed its energy technology venture capital portfolio. Prior to joining GE EFS, he was a controller at Morgan Stanley in its venture capital investment division and a senior auditor with Ernst & Young, where he passed the certified public accountant (CPA) exam.

Mr. Polacek graduated magna cum laude from Adelphi University with a Bachelor of Business Administration in accounting and earned a Master of Business Administration in finance and entrepreneurship with honours from Columbia Business School. He is a CFA charterholder.

Matthew S. Ordway, Managing Director

Mr. Ordway co-founded the Ecofin Group's Private Sustainable Infrastructure business in 2016 and serves as a managing director. Previously, Mr. Ordway was a co-founder of EIC, where he served as chief financial officer and chief operations officer from 2014 to 2016. He was responsible for the overall financial and operational management of EIC, portfolio management, and originating, structuring and executing deals. Mr. Ordway has 23 years of experience, including 18 years of principal investing experience, and more than seven years of process and operational experience. He has in-depth experience as a principal investor, making both debt and equity investments across the energy and infrastructure sectors. Prior to forming EIC, Mr. Ordway served as chief financial officer at Ridgeline Energy, a renewable energy developer where he was responsible for capital raising, M&A and the overall financial management of the company. From 2009 to 2011, Mr. Ordway worked for First Wind, where he was responsible for project finance, M&A and capital raising. Before joining First Wind, Mr. Ordway was a member of Babcock & Brown's North American Infrastructure group focused on making equity investments in the energy and infrastructure sectors. Prior to joining Babcock & Brown, Mr. Ordway spent seven years at GE in various capacities. He served as a senior vice president at GE EFS, where he led a team responsible for making principal investments across the energy sector and also worked as a portfolio manager, managing a US$1 billion portfolio of investments across energy and infrastructure sectors. Mr. Ordway started his career at GE by running the Six Sigma program at GE Corporate, where he became a certified Master Black Belt. Before joining GE, Mr. Ordway worked at Andersen Business Consulting, redesigning business processes and implementing ERP systems. He also worked as an engineer at International Paper Company.

Mr. Ordway holds a Bachelor of Science in mathematics from Fairfield University, and a Bachelor of Science in mechanical engineering and Master of Business Administration from Columbia University.

Prashanth Prakash, CFA, Director

Previously, Mr. Prakash served as vice president of investments at EIC through 2016. Mr. Prakash has more than eight years of experience in the energy and infrastructure sectors focused on private equity and credit investments. Prior to forming EIC, Mr. Prakash was an assistant vice president at Deutsche Asset & Wealth Management, assisting with the development of new infrastructure debt products for institutional investors. Prior to Deutsche, Mr. Prakash spent three years as an associate at JPMorgan's Infrastructure Investment Fund ("IIF"), where he was responsible for sourcing, structuring and executing private equity energy and infrastructure transactions in the OECD countries. He was also responsible for managing IIF's 1.4 GW contracted power portfolio, developing strategic platform development ideas, business planning and forecasting, debt refinancing, capital planning, and analysing recontracting and/or hedging opportunities. Prior to JPMorgan, Mr. Prakash was an associate in Deloitte's Financial Advisory group in New York, where he advised infrastructure companies and funds on mergers and acquisitions, utilising his valuation and financial modelling skills.

Mr. Prakash holds a bachelor's degree in electrical and electronics engineering from National Institute of Technology, India, and a Master of Business Administration from the University of Rochester. He is a CFA charterholder.

Jakob Tobler, Senior Associate

Mr. Tobler joined the Ecofin Group in 2015 and served four years as a research analyst on the public equity portfolio team of Tortoise Capital Advisors, L.L.C. an affiliate of Ecofin Advisors, LLC, and therefore a member entity of the Ecofin Group, managing several billion dollars in AUM with an individual focus on renewables, natural gas and LNG. As a research analyst, he covered a universe of more than 60 publicly traded companies with a combined market capitalisation of more than US$750 billion. Mr. Tobler also participated and performed due diligence on private investments in public equity (PIPEs) totalling more than US$100 million. Prior to joining Tortoise, Mr. Tobler was an analyst with New England Pension Consultants in Las Vegas, Nevada. Mr Tobler earned a Bachelor of Science in Business Administration from the University of Nevada, Las Vegas and a Master of Science in finance from Vanderbilt University's Owen Graduate School of Management.

The Board of Directors

The Directors will be responsible for managing the business affairs of the Company in accordance with the Articles and have overall responsibility for the Company's activities including the review of investment activity and performance and the overall supervision of Ecofin. The Directors may delegate certain functions to other parties such as Ecofin, the Administrator and the Registrar. In particular, the Directors have delegated responsibility for managing the Renewable Assets comprising the Portfolio to Ecofin.

All of the Directors are non-executive. All of the Directors are considered by the Board to be independent of Ecofin.

The Directors are as follows:

Patrick O'D Bourke (Chair)

Mr. Patrick O'D Bourke is an experienced board member with 25 years of experience in energy and infrastructure, especially renewable energy. He also has significant international investment experience, particularly in Europe, U.S. and Australia.

From 2013 to September 2020, Patrick served as Chair of the Audit Committee at Affinity Water, the UK's largest water-only company. Since February 2020, he has served as chairman of the Audit and Risk Committee at Calisen plc, an owner and operator of smart meters in the UK. Since November 2020, he has served as Chairman of the Audit Committee of Harworth Group plc, a leading regenerator of land and property for development and investment. He is also providing one of his former employers, John Laing Group plc, with limited consultancy advice on a temporary basis.

Patrick started his career at Peat Marwick, Chartered Accountants (now KPMG) and qualified as a Chartered Accountant. After that he held a variety of investment banking positions at Hill Samuel and Barclays de Zoete Wedd. In 1995, he joined Powergen plc, where he was responsible for mergers and acquisitions before becoming Group Treasurer.

In 2000, Patrick joined Viridian Group plc as Group Finance Director and later became Chief Executive appointed by the private equity shareholder following take-over in 2006. In 2011, he joined John Laing Group, a specialist international investor in, and manager of, greenfield infrastructure assets, as CFO before retiring in 2019. While at John Laing, he was part of the team which launched John Laing Environmental Assets Group on the London Stock Exchange in 2014.

Tammy Richards

Ms. Tammy Richards is an experienced risk management professional with expertise in structured finance and a history of leadership in a global financial services business. She spent over 30 years at GE Capital in the risk management function, with more than 10 years in the energy sector.

While at GE Capital, Tammy held an array of risk leadership roles both in the U.S. and in Europe serving as the European risk leader for the Structured Finance and Capital Markets units. She served as the Deputy Chief Credit officer of the energy finance unit, a global US$15 billion business focused on complex debt and equity investments in the energy sector. Most recently, she moved to the GE Capital headquarters unit as Managing Director, Credit Risk and Portfolio Analytics where she provided risk oversight of GE Capital's aviation leasing and energy financial services units, developing risk appetite, credit delegations and governance and reporting frameworks. Tammy holds a B.S degree in Economics from Cornell University and an M.B.A from the Amos Tuck School at Dartmouth College.

Louisa Vincent

Ms. Louisa Vincent has had a 30-year career in financial services, working globally in institutional, wholesale and retail financial services, most recently at Lazard Asset Management Limited where she was Managing Director, Head of Institutions, and in which she had overall responsibility for the firm's institutional clients. Prior to that, she was with State Street Global Advisors (SSgA) in both its Sydney and London offices. She also chairs Fight For Sight, the UK's leading eye research charity, taking up the role in March 2020 having been a board member since 2015. She is particularly committed to clear communication, bringing the customer's voice to the boardroom and ensuring business sustainability through ESG.

Louisa began working in the investment field in 1988 in Sydney, Australia and has an MBA (Exec) from the Australian Graduate School of Management (AGSM).

David Fletcher

Mr. David Fletcher was Group Finance Director of Stonehage Fleming Family & Partners, a leading independently owned multi-family office, having joined in 2002. Prior to that, he spent 20 years in investment banking with JPMorgan Chase, Robert Fleming & Co. and Baring Brothers & Co Limited, latterly focused on financial services in the UK (asset management and life insurance). He started his career with Price Waterhouse and is a chartered accountant. He is also an independent nonexecutive director of JP Morgan Claverhouse Investment Trust plc, where he is the Senior Independent Director and Chairman of both the Audit Committee and the Remuneration Committee, and Aberdeen Smaller Companies Income Trust plc, where he is the Audit Committee Chairman.

Disclaimers

This announcement is a financial promotion and is not intended to be investment advice.

Investors could lose all or part of their investment. The value of the Ordinary Shares and the income from them is not guaranteed and can fall as well as rise due to stock market and currency movements. When you sell your investment you may get back less than you originally invested.

This announcement which has been prepared by, and is the sole responsibility of, the Directors of the Company, has been approved for the purposes of section 21 of the Financial Services and Markets Act 2000 by a person which is authorised and regulated by the Financial Conduct Authority.

The target returns and dividends set out in this announcement are targets only and are not profit forecasts. 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 distribute 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 Ordinary Shares or assume that the Company will make any distributions at all.

Recipients of this announcement who are considering acquiring Ordinary Shares following publication of the Prospectus are reminded that any such acquisition must be made only on the basis of the information contained in the Prospectus which may be different from the information contained in this announcement. A subscription for Ordinary Shares is subject to specific legal or regulatory restrictions in certain jurisdictions. Persons distributing this announcement must satisfy themselves that it is lawful to do so. The Company assumes no responsibility in the event that there is a violation by any person of such restrictions.

This document may not be published, distributed or transmitted by any means or media, directly or indirectly, in whole or in part, in or into the United States. This document does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. The securities mentioned herein have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "US Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States and will not be offered, sold, exercised, resold, transferred or delivered, directly or indirectly, in or into the United States or to, or for the account or benefit of, any US person (as defined under Regulation S under the US Securities Act). The Company has not been, and will not be, registered under the U.S. Investment Company Act of 1940, as amended.

Neither this announcement nor any copy of it may be: (i) taken or transmitted into or distributed in any member state of the European Economic Area, Canada, Australia, Japan or the Republic of South Africa or to any resident thereof, or (ii) taken or transmitted into or distributed in Japan or to any resident thereof. Any failure to comply with these restrictions may constitute a violation of the securities laws or the laws of any such jurisdiction. The distribution of this announcement in other jurisdictions may be restricted by law and the persons into whose possession this document comes should inform themselves about, and observe, any such restrictions.

This announcement includes 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", "will" or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements relate to matters that are not historical facts regarding the Company's investment strategy, financing strategies, investment performance, results of operations, financial condition, prospects and the dividend policies of the Company and the instruments in which it will invest. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by these forward- looking statements. These factors include, but are not limited to, changes in general market conditions, legislative or regulatory changes, changes in taxation regimes or development planning regimes, the Company's ability to invest its cash in suitable investments on a timely basis and the availability and cost of capital for future investments.

The Company expressly disclaims any obligation or undertaking to update or revise any forward-looking statements contained herein to reflect actual results or any change in the assumptions, conditions or circumstances on which any such statements are based unless required to do so by the Market Abuse Regulation, FSMA, the Listing Rules or Prospectus Regulation Rules of the Financial Conduct Authority or other applicable laws, regulations or rules.

Stifel, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting only for the Company in connection with the matters described in this announcement and is not acting for or advising any other person, or treating any other person as its client, in relation thereto and will not be responsible for providing the regulatory protection afforded to clients of Stifel or advice to any other person in relation to the matters contained herein. Neither Stifel nor any of its directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for this announcement, its contents or otherwise in connection with it or any other information relating to the Company, whether written, oral or in a visual or electronic format.

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