Share Issue/Capital Change • Nov 5, 2021
Share Issue/Capital Change
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RNS Number : 4240R
Harmony Energy Income Trust PLC
05 November 2021
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT. 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. PLEASE SEE THE SECTION ENTITLED "IMPORTANT LEGAL INFORMATION" AT THE END OF THIS ANNOUNCEMENT.
5 November 2021
Harmony Energy Income Trust plc
("HEIT" or the "Company")
Result of Initial Public Offering
Harmony Energy Income Trust plc is pleased to announce that pursuant to its Initial Public Offering, it has issued 210 million Ordinary Shares at a price of £1 each, conditional only upon Admission. The Initial Issue has raised gross proceeds of £186.5 million through the Placing and Offer for Subscription and the Company has issued c. 23.5 million Ordinary Shares in connection with the acquisition of the Seed Portfolio, as described in the prospectus published by the Company on 15 October 2021 (the "Prospectus").
On Admission, the Company will acquire the Seed Portfolio in accordance with the terms of the Seed Portfolio Share Purchase Agreement (as described in the Prospectus), and the Seed Projects will be transferred to the Company.
Norman Crighton, Chairman of the Company, said:
"We are delighted to be launching the Harmony Energy Income Trust, which will offer investors exposure to a portfolio of utility scale battery energy storage systems, located in diverse locations across Great Britain, which the Board believes have an important part to play in helping the UK achieve net zero by 2050. Raising £186.5 million at launch demonstrates that there is significant appetite for the asset class and Harmony Energy Income Trust's strategy. We look forward to continuing to engage with our new shareholders."
Max Slade of Harmony Energy Advisors Limited, said:
"We thank investors for the support shown throughout the process and now look forward to building out our Seed Portfolio with Tesla in line with our pre-defined timeline. Never has there been more focus on the need for a greener, more sustainable way of living. Battery storage, acting as an enabler for renewable energy generation, is key to the transition to net zero. Now is the time to bring battery energy storage projects online in scale to help facilitate the transition to net zero and the Company is well-placed with its exclusive pipeline of future projects to be a key player in this market."
Application for admission
Applications have been made for admission of 210 million Ordinary Shares to trading on the Specialist Fund Segment of the London Stock Exchange plc's main market ("Admission"). It is expected that Admission will occur and dealings in the Ordinary Shares will commence at 8.00 a.m. (London time) on 9 November 2021. The Ordinary Shares will trade under the ticker "HEIT" (ISIN: GB00BLNNFY18).
For electronic settlement through CREST, the Trade date is 5 November for settlement on 9 November 2021.
LEI: 254900O3XI3CJNTKR453
Joh. Berenberg, Gossler & Co. KG, London Branch ("Berenberg") is acting as Financial Adviser, Sole Global Coordinator and Bookrunner in relation to the IPO.
Defined terms in this announcement have the same meaning as defined in the Prospectus.
For further information, please contact:
| Berenberg Gillian Martin Ben Wright Ciaran Walsh Dan Gee-Summons |
+44 (0)20 3207 7800 |
| Camarco (PR adviser to the Company) Ed Gascoigne-Pees Eddie Livingstone-Learmonth Frank Krikhaar |
+44 (0)20 3757 4980 |
| Harmony Energy Advisors Limited Paul Mason James Ritchie Max Slade |
IMPORTANT LEGAL INFORMATION
This announcement is not an offer to sell or a solicitation of any offer to buy any securities in the Company in United States, Canada, Australia, the Republic of South Africa, Japan or in any other jurisdiction where such offer or sale would be unlawful.
This announcement 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 announcement 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, subject to limited exceptions, 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 (the "Investment Company Act") and, as such, holders of the Company's securities will not be entitled to the benefits of the Investment Company Act. No offer, sale, resale, pledge, delivery, distribution or transfer of the Company's securities may be made except under circumstances that will not result in the Company being required to register as an investment company under the Investment Company 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.
Neither this announcement nor any copy of it may be taken or transmitted into or distributed in Canada, Australia, Japan or the Republic of South Africa or any other jurisdiction in which the same would be unlawful 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 announcement comes should inform themselves about, and observe, any such restrictions. This announcement does not constitute an offer to sell, or the solicitation of an offer to acquire or subscribe, for securities in any jurisdiction where such offer or solicitation is unlawful or would impose any unfulfilled registration, qualification, publication or approval requirements on Harmony Energy Income Trust plc or Joh. Berenberg, Gossler & Co. KG, London Branch.
Moreover, the Company's securities will not be registered under the applicable securities laws of Australia, Canada, the Republic of South Africa, Japan or any member state of the European Economic Area (other than any member state of the European Economic Area where the Company's securities may be lawfully marketed). Subject to certain exceptions, the Company's securities may not be offered or sold in Australia, Canada, the Republic of South Africa, Japan or any member state of the European Economic Area (other than any member state of the European Economic Area where the Company's securities may be lawfully marketed) or to, or for the account or benefit of, any national, resident or citizen of, Australia, Canada, the Republic of South Africa, Japan or any member state of the European Economic Area (other than to professional investors in certain European Economic Area member states for which marketing approval has been obtained).
Joh. Berenberg, Gossler & Co. KG, London Branch ("Berenberg") is authorised by the German Federal Financial Supervisory Authority and in the United Kingdom is deemed authorised under the Temporary Permissions Regime and subject to limited regulation by the Financial Conduct Authority ("FCA") and is acting exclusively for the Company and for no one else in connection with the matters described in this announcement and will not be responsible to anyone (whether or not a recipient of this announcement) other than the Company for providing the protections afforded to clients of Berenberg or for affording advice in relation to the contents of this announcement or any matters referred to herein.
None of the Company, the Investment Adviser, Berenberg, 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 Investment Adviser and Berenberg, 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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