Atrato Onsite Energy PLC

Prospectus • Oct 25, 2021

National Storage Mechanism | Additional information

RNS Number : 0240Q

Atrato Onsite Energy PLC

24 October 2021

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE, OR TO ANY PERSON TO WHOM, TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION. THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER TO ISSUE OR SELL, OR ANY SOLICITATION OF ANY OFFER TO SUBSCRIBE OR PURCHASE, ANY INVESTMENTS IN ANY JURISDICTION.

This announcement is an advertisement for the purposes of the Prospectus Regulation Rules (as defined below) of the UK Financial Conduct Authority ("FCA") and is not a prospectus. Investors should not subscribe for or purchase any securities referred to in this announcement except on the basis of information in a prospectus (the "Prospectus") in its final form which may be published by the Company in connection with the proposed admission of its (issued and to be issued) ordinary shares of £0.01 each in the capital of the Company ("Ordinary Shares") and/or (if any) C Shares of £0.10 each in the capital of the Company ("C Shares") (Ordinary Shares and C Shares together "Shares") to listing on the premium segment of the Official List of the FCA and to trading on the premium segment of the London Stock Exchange's main market for listed securities ("Admission").

A copy of any Prospectus will, following publication, subject to certain access restrictions, be available for inspection on the Company's website: www.atratoroof.com and at the Company's registered office and will be made available for viewing at the National Storage Mechanism at  https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

25 October 2021

Atrato Onsite Energy plc

(LON: ROOF)

Intention to Float

Atrato Onsite Energy plc (the "Company"), a new closed-ended investment company established to invest in a diversified portfolio of onsite renewable energy assets, today announces its intention to launch an initial public offering ("IPO").

The Company is seeking to raise target gross issue proceeds of £150 million through the issuance of new ordinary shares in the Company by way of a Placing, Offer for Subscription and Intermediaries Offer and will apply for those shares to be admitted to the Official List of the Financial Conduct Authority and to trading on the premium segment of the London Stock Exchange's main market.

The Company is targeting an annualised dividend of 5 pence per share for the first and second financial years following the IPO and will seek to grow the dividend progressively thereafter. The Company will target an annual total return of 8 - 10 per cent. in the first financial year following the IPO and over the medium term. 1

The Company expects to publish a prospectus on or around 1 November 2021 and to close the IPO by the end of November 2021. The Company will trade under the ticker "ROOF".

Alvarium Securities Limited ("Alvarium Securities") is acting as Global Co-Ordinator, Sole Bookrunner, and Intermediaries Offer Adviser to the Company.

KEY INFORMATION

The Company's investment objectives are to:

●	deliver capital growth together with long-term, secure and progressive income for investors with limited exposure to wholesale power prices;
●	contribute to the UK's net zero transition; and
●	integrate ESG best practice with a focus on adding new renewable energy capacity and onsite clean energy solutions.

The Company will seek to achieve its investment objectives by primarily investing in behind-the-meter solar photovoltaic ("solar PV") generation systems and associated infrastructure, predominantly located on the roofs of commercial buildings.

These systems will be commercialised through long-term, indexed power purchase agreements with the occupiers of the industrial and commercial properties on which the assets are installed. The generation of green energy directly at the point of use brings economic savings, avoids grid losses, provides traceability of supply, enables the creation of additional renewable energy capacity and reduces greenhouse gas emissions.

HIGHLIGHTS

●	Differentiated strategy dedicated to onsite energy: The only investment company focussed on onsite green energy generation, providing new renewable energy capacity with 100 per cent. carbon traceability to industrial and commercial counterparties.
●	Low power price sensitivity: Significantly lower exposure to wholesale power prices versus peers, providing investors with a secure and progressive dividend (annualised 5 pence per share in the first financial year following IPO) underpinned by long-term, fixed price power purchase agreements with indexed uplifts.
●	Capital growth: Delivered through origination premiums (driven by creating new project opportunities) and through the application of conservative leverage to reduce the project-level cost of capital (targeting average leverage of <40 per cent. of gross asset value).
●	Extensive pipeline of potential acquisition opportunities: Totalling over £300 million, of which £50 million is under exclusivity with Atrato Partners Limited ("Atrato"), with the IPO target net initial proceeds expected to be deployed and/or committed within 12 months from IPO.
●	Committed to being an ESG leader: The portfolio is projected to save 50,000 tonnes of CO2 equivalent per annum. Expected to qualify for the London Stock Exchange's Green Economy Mark from IPO, recognising that the Company will derive 50% or more of its annual revenues from products and services that contribute to the global green economy.
●	Experienced board and investment adviser: Board of three independent non-executive directors, chaired by Juliet Davenport OBE, founder of Good Energy plc. The Company is externally managed, with Atrato as investment adviser. Atrato's experienced, dedicated team has c. 50 years of combined renewable energy experience and has worked on over 300 solar rooftop installations. The team brings an extensive network of senior corporate relationships, driving privileged access to deal flow.

STRATEGY SUPPORTED BY A STRONG MACRO BACKDROP

●	Net zero emissions target by 2050: The UK has committed to a national "net zero" emissions target, aiming to reduce greenhouse gas emissions by at least 100 per cent. of 1990 levels by 2050, with a recently proposed interim target of a 78 per cent. reduction by 2035. By 2050 all generation is projected to come from low carbon capacity technologies.
●	Electricity demand forecast to double: The UK is forecast to need twice as much electricity in 2050 versus 2019, driven by the requirement to decarbonise primary energy consumption such as heating, which makes up more than a third of total UK greenhouse gas emissions, and transport, which accounted for 27 per cent. in 2019.
●	Solar is a key part of the solution: The forecast growth in electricity demand and requirement to reduce greenhouse gas emissions means that new low or zero carbon sources of power generation are essential.
●	Corporate sustainability goals: Corporates are under pressure to achieve sustainability goals and the use of zero carbon electricity is a fundamental contributor to their emissions reductions. 45 per cent. of the FTSE 100 have committed to net zero or carbon neutrality and many have targets ahead of the UK's national timeframes.
●	Traceability of supply: Unlike other methods of renewable energy procurement, such as green-badged supply via public power grids, onsite generation delivers full traceability of the carbon footprint of electricity actually consumed, thereby avoiding concerns around "green-washing".

Juliet Davenport OBE, Chair of Atrato Onsite Energy plc, commented:

"The UK's binding net zero emissions target in 2050 and the resulting future demand for green energy means that additional generation from low carbon sources such as rooftop solar is growing. The Company will play a leading role in providing new green power capacity, delivering businesses a dedicated clean energy supply at a low fixed cost. 

The Atrato team have a proven track record in renewable energy investments and building infrastructure, which is why I'm very excited to be part of this compelling project as Chair. The Company is expected to receive the London Stock Exchange's Green Economy Mark, providing a confidence that the fund will have a material contribution to the global green economy." 

Gurpreet Gujral CFA, Managing Director, Atrato commented:

"Rooftop solar PV, and other onsite energy generation assets, have a number of unique and attractive features. These include allowing corporates to directly reduce their carbon footprint whilst reducing their energy bills. They can also provide investors with a stable income stream with limited exposure to the wholesale energy market.

We are excited to launch the first listed investment company with a dedicated onsite energy generation strategy. We look forward to deploying the net proceeds of the IPO into an identified pipeline of acquisition opportunities, totalling over £300 million, within 12 months from IPO. In the first financial year, the Company aims to deliver an annualised dividend of 5 pence per share, part of a target total return of 8-10 per cent."

ENQUIRIES

Atrato Partners Limited                                                Gurpreet Gujral Francisca Wiggins Christopher Fearon	+44 (0)77 959 75560
Alvarium Securities Limited Mark Thompson                                               Eddie Nissen                                                      Oliver Kenyon	+44 (0)20 7016 6711 +44 (0)20 7016 6713 +44 (0)20 7016 6704
Kaso Legg Communications                        Charles Gorman Jamie Legg Will Sanderson	atrato@kl-communications.com +44 (0)20 3995 6673 +44 (0)20 3995 6699 +44 (0)20 3995 6686

ADDITIONAL INFORMATION

Investment Adviser

The key individuals responsible for executing the Company's investment strategy are:

●	Gurpreet Gujral CFA, Managing Director, Renewable Energy Gurpreet has more than 15 years of renewable energy experience, including seven years with the Macquarie Group where he worked in the principal investment team at the Green Investment Group (GIG) and in the equities business as the lead renewable energy analyst.  At GIG Gurpreet worked across the full spectrum of renewable energy assets, including over 1GW of generation capacity within the solar PV, onshore wind, offshore wind and waste to energy sectors. Gurpreet has a MSc in Sustainable Urban Development from the University of Oxford.
●	Francisca Wiggins, Director, Renewable Energy Francisca has over 10 years of experience in the renewable energy sector. Francisca was instrumental in the financing and build of the world's largest tidal stream energy array, MeyGen, and has extensive transaction experience in development and acquisition of energy assets in her role as the Commercial Director for an AIM-listed renewable energy project developer. Francisca has a Master's degree in Mechanical Engineering with Renewable Energy from the University of Edinburgh.
●	Jon Ashford, Head of Engineering, Renewable Energy Jon has over 15 years of experience in the sector having spent 9 years as the Head of Engineering, Energy and Sustainability in the Sainsbury's property division, where he was responsible for carbon reduction planning and the application of renewable energy across the Sainsbury's portfolio.  Before this, he spent seven years in the Tesco property division, latterly as the Head of Engineering and Energy. Most recently, Jon has served as the Director of Operations for a provider of electric vehicle rapid charging services.
●	Ben Green, Principal Ben is a principal of the Atrato group and responsible, with Steve Windsor, for leading the development and execution of the firm's long-term strategy.  Ben has over 20 years of experience structuring and executing real estate transactions, having completed more than £3.5 billion of sale and leaseback transactions with major occupiers including Barclays, the BBC and Tesco. Ben qualified as a lawyer in 1997 and began his career at Wilde Sapte and Linklaters LLP. He left law in 2000 and has since spent his banking career at Barclays, Goldman Sachs (where he was Managing Director, European Head of Structure Finance), and most recently Lloyds Bank Commercial Banking where he was Managing Director, running a team providing corporate finance services to corporate, infrastructure and commercial real estate clients. Ben studied jurisprudence at The Queen's College, Oxford.
●	Steve Windsor, Principal Steve is a principal at Atrato and responsible, with Ben Green, for leading the development and execution of the firm's long-term strategy.  Steve has over 20 years' experience specialising in finance and risk management. Steve spent 16 years at Goldman Sachs, becoming a partner in 2008, and headed Goldman Sachs' European, Middle East and African Debt Capital Markets and Risk Management businesses from 2010 until 2016. Steve has helped and advised a number of FTSE 100 companies on how to finance their business and manage risk. Steve started his career in the Global Trading Division of JP Morgan Chase in 1998 and has a Master's in Engineering from the University of Southampton.
●	Lara Townsend, Chief Operating Officer and Managing Director for Origination Lara joined Atrato in 2018 and is responsible for the group's corporate development activities and oversees operations in her position as COO. She has more than 20 years' experience of infrastructure and asset finance.  During her time at Atrato she has led on the development and execution of the firm's private mandate activity and the associated acquisition processes. She also has responsibility for the establishment and integration of the group's ESG strategy, alongside the CFO, and manages the team's compliance and legal function.  Prior to joining Atrato she was a director within Lloyds Bank's capital markets division, where she focused on the provision of funding for real estate and infrastructure projects. Lara studied Economics and Business Studies at the University of Edinburgh.
●	Natalie Markham, Chief Financial Officer Natalie is the Chief Financial Officer for the Atrato group and is responsible for the management of its finance function, including for the supermarkets investment fund. Natalie has over 20 years' experience in real estate finance and accounting, having held senior management and financial management positions in real estate investment companies. Natalie spent 8 years as Chief Financial Officer at Macquarie Global Property Advisors Europe, where she was also a member of the MGPA European management team and a director of the MGPA European advisory business. Natalie was involved in the development of business strategy and financial planning, and responsible for all aspects of the financial management of the business. Natalie qualified as a chartered accountant in 2000 and is a fellow of the Institute of Chartered Accountants of England and Wales.

Board of Directors

The Company has an independent Board comprising three independent non-executive directors as follows:

●	Juliet Davenport OBE, Chair Juliet was awarded an OBE in 2013 for services to renewables and has spent her entire career in the energy sector creating solutions to combat climate change.    In 1998, Juliet founded the AIM-listed company Good Energy plc, a 100% renewable energy utility specialising in decentralised small-scale renewables. In her role as CEO she oversaw its growth to a £130 million turnover business, including developing over 100MW of renewable assets.  Juliet stepped down as CEO in 2021, moving to a non-executive board director role and chairing the Good Energy subsidiary, Zap-Map.     Juliet has a wealth of non-executive and advisory experience. She serves on the board of the Crown Estate and supports its integration of sustainability across the organisation together with the development of renewables on Crown property.  She is also a council member of Innovate UK.      Juliet has had various appointments with academic organisations and think tanks focusing on sustainability and innovation, including the University of Wales, Grantham Institute at Imperial College and London School of Economics, and the Smith School of Enterprise and the Environment at the University of Oxford.
●	Marlene Wood, Chair of Audit Committee Marlene is a chartered accountant with extensive experience in investment trust governance. She has held senior board positions across a broad range of both private and public companies. Marlene is currently a non-executive director and chair of the audit committee for RM Infrastructure Income PLC, Home REIT PLC and GCP Student Living PLC. Marlene was formerly deputy chair and finance committee chair for the Scottish Funding Council for Further and Higher Education. She spent 20 years with the Miller Group, a major UK property business, predominantly as finance director for Miller Developments, the property development and investment arm, and latterly as group accounting and treasury director.
●	Faye Goss, Non-Executive Director Faye has extensive experience as a property lawyer and senior business adviser. She trained as a real estate solicitor and worked for both CMS and Brian Cave Leighton Paisner LLP. Faye spent over 11 years at Tesco PLC where she led Tesco's group property legal function with responsibility across its international and domestic property portfolio. Faye's responsibilities included oversight of elements of Tesco's carbon reduction commitments such as the roll-out of solar panels across the estate and the associated offtake arrangements. Faye also led and implemented group-wide risk management and governance processes. Prior to leaving Tesco, Faye held the role of Group Corporate and Property Legal Director with accountability encompassing legal oversight of group finance, M&A and group procurement.

1 The target returns are targets only based on certain assumptions which may or may not materialise and are not profit forecasts. There can be no assurance that these targets can or will be met or that any capital growth or distributions will be achieved

IMPORTANT NOTICE

The contents of this announcement, which has been prepared by and is the sole responsibility of the Company, has been approved as a financial promotion by Alvarium Securities Limited ("Alvarium Securities") solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000 ("FSMA") (as amended).

This announcement is not intended to be investment advice.  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 or other securities in the Company.

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 Shares or assume that the Company will make any distributions at all.

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 information 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.

Recipients of this announcement who are considering acquiring 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 and any supplementary prospectus (if any) published by the Company prior to Admission which may be different from the information contained in this announcement. Copies of the Prospectus will, following publication, be available from the Company's registered office and on the Company's website which can, subject to certain access restrictions, be accessed at www.atratoroof.com. A subscription for 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.

The Company may decide not to go ahead with the IPO and there is therefore no guarantee that a Prospectus will be published, the IPO will proceed or Admission will occur. Potential investors should not base their financial decision on this announcement. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering making investments should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning a possible offer. The value of shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of a possible offer for the person concerned.

Any approval in due course of the Prospectus by the Financial Conduct Authority should not be understood as an endorsement of the securities that are the subject of the Prospectus. Potential investors are recommended to read the Prospectus before making an investment decision in order to fully understand the potential risks and rewards associated with a decision to invest in the securities. 

This announcement is not for publication or distribution, directly or indirectly, in or into the United States. This announcement is not an offer of securities for sale into the United States. The Company is not and will not be registered under the U.S. Investment Company Act of 1940, as amended and investors will not be entitled to the benefit of that Act. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, (the "Securities Act") or the securities laws of any state in the United States and may not be offered or sold in the United States, except pursuant to an applicable exemption from, or in a transaction not subject to, registration under the Securities Act. No public offering of securities is being made in the United States.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy of this document. Any representation to the contrary is a criminal offence in the United States.

This announcement may not be used for the purpose of, and does not constitute, an offer to sell, or the solicitation of an offer to acquire or subscribe, for the Company's shares by anyone in any jurisdiction or in any circumstances in which such offer or solicitation is unlawful or not authorised or would impose any unfulfilled registration, qualification, publication or approval requirements on the Company and/or Alvarium Securities Limited. No public offering of securities has been or will be made in the United States. Subject to certain exceptions, the securities referred to herein may not be offered or sold in any member state of the EEA, Australia, Canada, Japan or the Republic of South Africa, or for the account or benefit of, any national, resident or citizen of any member state of the EEA, Australia, Canada, Japan or the Republic of South Africa. Copies of this announcement are not being, and should not be, distributed or sent, directly or indirectly, into or within the United States, Australia, Canada, Japan or the Republic of South Africa.

This announcement is only addressed to, and directed at, persons in member states of the European Economic Area or the United Kingdom who are "qualified investors" within the meaning of Article 2(e) the UK version of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended by The Prospectus (Amendment, etc) (EU Exit) Regulations 2019 (the "Prospectus Regulation") ("Qualified Investors"). In addition, this communication is only addressed to, and directed at, persons in member states of the European Economic Area to the extent it is permitted to market into the relevant European Economic Area jurisdiction pursuant to the EU Directive on Alternative Investment Fund Managers (No. 2011/61/EU) (if and as implemented into local law); or can otherwise be lawfully offered or sold (including on the basis of an unsatisfied request from a professional investor).

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", "forecasts", "projects", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. All forward-looking statements address matters that involve risks and uncertainties and 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, 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.

Subject to their respective legal and regulatory obligations (including under the Prospectus Regulation Rules), the Company, Atrato Partners Limited (the "Investment Adviser") and Alvarium Securities 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 made by the FCA under section 73A of FSMA (the "Listing Rules"), the rules and regulations made by the FCA under Part VI of FSMA as amended from time to time (the "Prospectus Regulation Rules"), the disclosure guidance and transparency rules made by the FCA under Part VI of FSMA (the "Disclosure Guidance and Transparency Rules"), the Prospectus Regulation and the UK version of Regulation (EU) No. 596/2014 on market abuse which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended.

Neither the content of the Company's website, nor the content on any website accessible from hyperlinks on its website for any other website, is incorporated into, or forms part of, this announcement nor, unless previously published by means of an RIS announcement, should any such content be relied upon in reaching a decision as to whether or not to acquire, continue to hold, or dispose of, securities in the Company.

Alvarium Securities is authorised and regulated in the United Kingdom by the FCA. Alvarium Securities is acting exclusively for the Company and no one else in connection with the subject matter of this announcement. Alvarium Securities will not regard any other person as its client in relation to the subject matter of this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in relation to the contents of this announcement or any transaction, arrangement or other matter referred to herein.

Apart from the responsibilities and liabilities, if any, which may be imposed on Alvarium Securities by FSMA, or the regulatory regime established thereunder, or under the regulatory regime of any other jurisdiction where exclusion of liability under the relevant regime would be illegal, void or unenforceable, none of the Company, the Investment Adviser, Alvarium Securities 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 the Investment Adviser, 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 Investment Adviser and Alvarium Securities, and their respective affiliates, accordingly disclaim all and any liability 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.

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