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The Website Materials are for information purposes only and do not constitute or form a part of any offer or invitation to sell or issue, or the solicitation of any offer to purchase or subscribe for, securities. Any subscription for securities in the Company may be made only pursuant to a prospectus which provides detailed information about the Company and the securities to be offered (the "Prospectus"). Particular attention should be paid to the “risk factors” section of the Prospectus which will highlight specific risks relating to the Company.
No securities of the Company have been or will be registered under the US Securities Act of 1933, as amended (the "Securities Act") or under the securities laws of any state or other jurisdiction of the United States and may not be offered, sold or delivered, directly or indirectly, in or into the United States, or to or for the account or benefit of any US person (within the meaning of Regulation S under the Securities Act). In addition, the Company has not been, and will not be, registered under the United States Investment Company Act of 1940, as amended. There will be no public offer of securities in the United States, Australia, Canada, Japan or the Republic of South Africa or any jurisdiction in which such an offer would constitute violation of the relevant laws or regulations of such jurisdiction.
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In addition, the securities referred to herein and on the pages that follow will only be offered to professional investors (as that term is used in the AIFMD) in the European Economic Area (the "EEA") to the extent that such securities (i) are permitted to be marketed into the relevant EEA jurisdiction pursuant to the Alternative Investment Fund Managers Directive (Directive 2011/ (61/EU) ("AIFMD"); or (ii) can otherwise be lawfully offered or sold (including on the basis of an unsolicited request from a 'professional investor' (as that term is used in the AIFMD)).
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Deadline for applications in the Offer for Subscription & Intermediary Offer: Thursday 3 December 2020
Watch our video for a quick overview of Downing Renewable Infrastructure Trust plc
Your capital is at risk and you may not get back the full amount you invested. Investments in this trust are for the long term. Please see a summary of the risks below and full details of all the risks in the prospectus published on 12 November 2020.
What do I need to know before investing?
Where is my money invested?
Downing Renewables & Infrastructure Trust (DORE) plans to invest in a portfolio of renewable energy generating assets and other infrastructure projects in the UK, Ireland and Northern Europe.
That portfolio will be diversified by technology and geography, to increase the stability of revenues and reduce seasonal variability; and diversified by project stage, to allow DORE to enhance returns by investing in assets that are in construction or are construction-ready.
Renewable energy generating assets would include wind, solar, hydropower and geothermal projects. Other infrastructure assets could include regional or multi-utilities with electricity distribution and/or district heating networks, including those that enable more renewable energy.
The objective is to provide attractive and sustainable income returns, with an element of capital growth.
What are the risks?
As with all investments, Downing Renewables & Infrastructure Trust (DORE) has risks that you should be aware of and comfortable with before you invest. Your capital is at risk and you may not get back the full amount you invested. Investments in this trust are for the long term. Please see a summary of the risks below and full details of all the risks in the prospectus.
- Targeted returns are targets only and are based on estimates and assumptions about a variety of factors including value, yield and performance of the portfolio of assets.
- The market price of electricity is volatile and is affected by a variety of factors. Whilst some of Downing Renewables & Infrastructure Trust's portfolio of assets may benefit from fixed price arrangements for a period of time, others may have revenues which are based on prevailing wholesale electricity prices.
- There can be no assurance that Downing LLP will be able to identify, acquire, manage and realise investments in accordance with Downing Renewables & Infrastructure Trust's investment objective to invest on attractive terms or generate any investment returns for shareholders or avoid investment losses.
- Downing Renewables & Infrastructure Trust may acquire assets with unknown liabilities and without any recourse, or with limited recourse despite due diligence undertaken.
- Assets that are in construction or construction-ready or otherwise require significant future capital expenditure may be exposed to certain risks, such as cost overruns, construction delay, failure to meet technical requirements or construction defects.
- Any change in law and regulation (including any change in the tax status or in taxation legislation or practice in the UK or any other tax jurisdiction) affecting Downing Renewables & Infrastructure Trust, its subsidiaries or the assets could adversely affect its profits and portfolio value and/or returns to shareholders.
- Many of the assets will be subject to substantial regulation by governmental agencies whose operations may rely on governmental licenses, concessions, leases or contracts that are generally very complex and can lead to disputes.
- At least 40% and no more than 60% of Downing Renewables & Infrastructure Trust’s gross asset value (measured at the time of investment) is in countries whose local currency is not sterling and/or receive payments denominated in currencies other than sterling, with exposure to foreign exchange risk.
- Downing Renewables & Infrastructure Trust has no operating results or operating history and as such, investors have no basis on which to evaluate the company’s ability to achieve its investment objective, that its investment policy will be successful and that it will provide a satisfactory investment return. There is also no guarantee that the company’s target dividend or target returns will be met.
- The company and its investments may use borrowings for multiple purposes. While the use of borrowings should enhance the total return of the company, where the return on the company’s portfolio of assets is lower than the cost of borrowing, it will have a detrimental effect on returns. The use of borrowings may increase the volatility of the company’s revenues and the NAV per Share.
Please note, this is only a brief overview of the risks involved with investing in Downing Renewables & Infrastructure Trust. Please read full details of all the risks in the prospectus before investing.
What are the charges?
The costs and expenses of the initial public offer are expected to be 2% of the gross proceeds. These costs will be deducted from the gross proceeds and therefore it is expected that the starting net asset value (NAV) per share will be 98 pence. Downing Renewables & Infrastructure Trust will not charge investors any separate costs or expenses in accordance with the issue.
There is an investment management fee of 0.95% p.a. of the net asset value up to £500 million, and then 0.85% p.a. of the net asset value over £500 million. There is no performance fee payable to the investment manager. VAT will be charged where applicable. Including other expenses, costs are expected to amount to around 1.4% of net asset value per annum, assuming £200 million is raised. For full details of the charges, please read the prospectus.
What happens once I have invested?
The closing date of the offer is 3 December 2020, and admission of the shares onto the main market is expected to take place on 10 December 2020. Interim accounts for the company covering the six months to 30 June each year will be published within the following three months, with the annual report and financial statements of the company to 31 December each year being published by the end of April.