CONFIRMATION OF UNDERSTANDING AND ACCEPTANCE OF TERMS

THE WEBSITE YOU ARE SEEKING TO ACCESS IS MADE AVAILABLE BY DOWNING RENEWABLES & INFRASTRUCTURE TRUST PLC (THE "COMPANY") IN GOOD FAITH AND IS PROVIDED FOR INFORMATION PURPOSES ONLY.

THE INFORMATION CONTAINED ON THIS WEBSITE (THE "WEBSITE MATERIALS") IS NOT DIRECTED AT NOR SHOULD IT BE ACCESSED BY PERSONS LOCATED IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE IT WOULD BE UNLAWFUL TO DO SO (“RESTRICTED JURISDICTION”).

Please read this notice carefully – it applies to all persons who view this website. Please note that the terms set out below may be altered or updated without notice. You should read the following provisions in full each time you visit the site. Viewing the materials you are seeking to access may not be lawful in other jurisdictions.

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.

If you are not permitted to view this website or are in any doubt as to whether you are permitted to view this website, please exit this website immediately by clicking on the "Decline" button below. The Website Materials must not be released or otherwise forwarded, distributed or sent, directly or indirectly, in whole or in part, to any Restricted Jurisdiction, including the United States, Australia, Canada, the Republic of South Africa or Japan or any other jurisdiction where the distribution of such materials would or may breach any applicable law or regulation or would require any registration or licensing within such jurisdiction. Persons receiving the Website Materials (including, without limitation, custodians, nominees and trustees) should observe these restrictions and must not, directly or indirectly, in whole or in part, forward, distribute or send them in, into or from any jurisdiction outside the United Kingdom. Neither the Company, Downing LLP ("Downing") nor their respective advisers accept any responsibility for any violation by any person of any of these restrictions.

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)).

Any person accessing the Website Materials in any jurisdiction should inform themselves about and observe any applicable legal requirements in their jurisdiction. Access to this website is for information purposes only. Any person seeking access to this website represents and warrants to the Company and to Downing that they are doing so for information purposes only. Making this website available does not constitute an offer to issue or sell, or the solicitation of an offer to subscribe for or buy, securities in the Company. Further, it does not constitute a recommendation by the Company or Downing or any associated company or any other person to subscribe for or buy securities in the Company. The information on this website is general in nature and does not in any way constitute investment, tax, legal or other advice.

Any person accessing the Website Materials should carefully review the Terms and Conditions of the website. By using the Website Materials, you indicate that you accept the Terms and Conditions and that you agree to abide by them. The Company may change the Terms and Conditions. Such changes will be posted on the website. Your access to the website is governed by the version of the Terms and Conditions then in force. If you do not agree to the Terms and Conditions, please refrain from using this website.

None of the Company, Downing or any other person has, or accepts: (i) any responsibility or duty to update any information, document or announcement contained on this website and the Company reserves the right to add to, remove or amend any information available on this website at any time; or (ii) any responsibility in respect of any information contained on any other website which may be linked to or from this website.

By clicking 'I understand and agree' below, you represent, warrant and agree that:

  • YOU ARE NOT ACCESSING THIS WEBSITE FROM WITHIN THE UNITED STATES OR FROM ANY OTHER RESTRICTED JURISDICTION; 
  • YOU ARE NOT A U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) OR OTHERWISE RESIDENT IN THE UNITED STATES OR ANY OTHER RESTRICTED JURISDICTION; 
  • YOU ARE NOT INVESTING OR OTHERWISE ACTING FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON OR A RESIDENT OF THE UNITED STATES OR ANY OTHER RESTRICTED JURISDICTION; 
  • YOU ARE ACCESSING THIS WEBSITE FOR INFORMATION PURPOSES ONLY;
  • YOU WILL NOT TRANSMIT OR OTHERWISE SEND ANY INFORMATION CONTAINED IN THIS WEBSITE TO ANY PERSONS (I) IN THE UNITED STATES; OR (II) WHO ARE U.S. PERSONS OR (III) IN ANY OTHER RESTRICTED JURISDICTION; 
  • YOU HAVE READ, UNDERSTOOD AND AGREE TO THE ABOVE.

If you cannot so represent, warrant and agree, you must click the button labelled 'I decline' or otherwise exit this website.

Thank you for your interest.  Legal restrictions prevent us from allowing you further access to this website.

If you believe you are a resident of, and located in, a jurisdiction where viewing is permitted by law, and you can confirm that to us, please contact lallie.fraser@downing.co.uk.

Downing Renewables & Infrastructure Trust plc

A renewable energy and infrastructure trust designed to deliver stable and sustainable returns through diversification.

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.

Key features

  • Strategy: A diversified portfolio of renewable energy generating assets and other infrastructure assets in the UK, Ireland and Northern Europe.
  • Up to £30 million of cornerstone investment in place.
  • Seed assets: An option to buy a c. £40 million portfolio of operational UK solar PV projects with an average operating track record of around six years.
  • Exclusive assets and pipeline: A pipeline with a value in excess of £1.5 billion has been identified, and exclusivity secured on assets with a total equity value of approximately £70 million in the wind and hydro sectors in Sweden and Norway.
  • Dividends: Paid quarterly from June 2021, targeting 3% p.a. in calendar year 2021, 5% p.a. in calendar year 2022, progressive policy thereafter.*
  • Target total return on net asset value: 6.5% p.a. - 7.5% p.a.* over the medium to long-term.
  • DORE is expected to qualify for the London Stock Exchange Green Economy Mark when the shares start dealing.
  • Experienced fund manager: Downing LLP has over a decade of track record deploying capital and delivering exits in the renewables space, with an average return of 9.2%** before fees. The firm is committed to responsible investment and takes an integrated approach to ESG.
  • Energy & Infrastructure team: 27 investment specialists.
  • Internal asset management team: In-house technical and commercial specialists who are responsible for protecting and adding value throughout an asset's lifecycle.
  • Minimum investment: £1,000 on initial public offering.
  • Investment management fee: 0.95% p.a. of the company's net asset value up to £500 million, and then 0.85% p.a. over £500 million.
  • Performance fees: N/A.
  • Initial raise: Target £200 million (minimum £100 million).

*  These are target returns and not forecasts. Returns are expressed as a % return based on the issue price of £1.00 per share. Please read the risks outlined in the prospectus for more detail.

** This is a un-levered weighted-average gross exit internal rate of return (IRR) in relation to the 55 assets sold since 2010 and is calculated at an asset level. The returns reflect the initial and follow-on investments, equity distributions and interest paid on any internal debt element, and the value achieved on exits. Investment management and performance fees charged by the Manager (Downing LLP) have been classified as equity distributions. This data refers to specific past performance and should not be considered a reliable indicator of future results.

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?

    Initial costs

    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.

    Ongoing costs

    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.

Essential reading

We recommend that you read these key documents, paying particular attention to the risks before you decide to invest. If you have any doubts about the suitability of an investment you should seek professional advice.
save_alt
Prospectus
save_alt
Investor offer flyer
save_alt
Key information document
save_alt
Publication of prospectus announcement
save_alt
Standalone summary
save_alt
Intention to Float Announcement
save_alt
Pre-investment AIFMD fund disclosures
save_alt
Quoted Data IPO note on DORE

How to apply

To apply, contact your stockbroker or share-dealing provider or click on one of the links below to go straight to the following intermediaries: 

Albert E Sharp 
AJ Bell Securities Limited
Equiniti Financial Services Limited *
Hargreaves Lansdown
Idealing.com Ltd
Interactive Investor Services Limited
Jarvis Investment Management Limited
Pello Capital*
PrimaryBid*
Redmayne-Bentley LLP
Shareview*
x-o.co.uk

*Please note, registration is required.

If you don't have a stockbroker and are not a member of a share-dealing platform, you can still invest in the Downing Renewables & Infrastructure Trust (DORE). You will find an application form in appendix one of the prospectus on page 179 with further details about how to invest.

Contact Downing

If you are a financial adviser, or discretionary fund manager please call Downing LLP on 020 7630 3319 or email sales@downing.co.uk.

If you are a private investor you can speak to Downing LLP's investor relationship team on 020 3828 0975 or email customer@downing.co.uk.