Company Announcements

LEI: 213800RFHAOF372UU580

THE INFORMATION IN THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (OTHER THAN TO PROFESSIONAL INVESTORS IN THE REPUBLIC OF IRELAND AND THE NETHERLANDS), ANY OF THEIR RESPECTIVE TERRITORIES OR POSSESSIONS, OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL OR TO U.S. PERSONS. 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 INVESTMENT IN ANY JURISDICTION.

This announcement is an advertisement and does not constitute a prospectus and investors must subscribe for or purchase any shares referred to in this announcement only on the basis of information contained in the tripartite prospectus consisting of a summary, a securities note and a registration document to be published by VH Global Sustainable Energy Opportunities plc (the "Prospectus"), and not in reliance on this announcement.

Following its publication, a copy of the Prospectus will, subject to certain access restrictions, be available for inspection as detailed in the announcement below as well as at the registered office of VH Global Sustainable Energy Opportunities plc. This announcement does not constitute, and may not be construed as an invitation to purchase, investments of any description, or a recommendation regarding the issue or the provision of investment advice by any party.

 Unless otherwise defined, capitalised words and phrases in this announcement shall have the meaning given to them in the Prospectus.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

9 June 2022

 VH Global Sustainable Energy Opportunities plc

("GSEO" or the "Company")

Placing, Open Offer, Offer for Subscription and Intermediaries Offer

to raise target gross proceeds of £150 million

VH Global Sustainable Energy Opportunities plc, the investment company advised by Victory Hill Capital Advisors LLP (the "Investment Adviser") focused on energy infrastructure that is essential for the global transition towards net zero, today announces its intention to raise target gross issue proceeds of £150 million through an Initial Placing, Initial Open Offer, Initial Offer for Subscription and Initial Intermediaries Offer (together, the "Initial Issue") at an issue price (the "Issue Price") of 110 pence per new ordinary share ("New Ordinary Share").

The Issue Price represents a premium of 3.4 per cent. to the NAV per Ordinary Share as at 31 March 2022 adjusted for the interim dividend of 1.25 pence per Ordinary Share declared on 5 May 2022 and a discount of 3.5 per cent. to the closing Ordinary Share price on 8 June 2022.

Since IPO, the Company has assembled an attractive portfolio of 24 assets, comprising investments which are diversified across a variety of technologies in four jurisdictions (Australia, Brazil, the UK and the USA). The Company's portfolio assets have predominantly long-term contracted inflation-linked cash flows which are based on availability or capacity.

The Investment Adviser has identified a number of potential Sustainable Energy Infrastructure Investments (as defined below) and has (i) secured for the Company the exclusive right to negotiate with the owner to acquire, (ii) issued non-binding offers to acquire, and/or (iii) is at an advanced stage of negotiation with the respective developers in respect of, assets with a total potential value of approximately £280 million (the "Enhanced Pipeline").  

The Company targets a Net Asset Value total return of 10 per cent. per annum which includes a progressive dividend policy targeting a cash dividend of 5p per Ordinary Share for the financial year ending 31 December 2022*.

The Company has delivered a Net Asset Value total return of 8.1 per cent. (annualised) as at 7 June 2022 (the "Latest Practicable Date"), including payment of its targeted dividends as set out at IPO.

THE INITIAL ISSUE

·    The Company is targeting a capital raise of up to £150 million through the Initial Issue. Subject to demand, the size of the Initial Issue may be increased to a maximum of £280 million.

·    The Board intends to use the Net Issue Proceeds from the Initial Issue primarily to invest in the Enhanced Pipeline, consisting of three projects totalling approximately £280 million.

·    Issue Price of 110 pence per New Ordinary Share, representing a discount of 3.5 per cent. to the closing Ordinary Share price of 114 pence as at the close of business on 8  June 2022.  The Issue Price represents a premium of 3.4 per cent. to the Net Asset Value per Ordinary Share of 106.4 pence (as at 31 March 2022, adjusted for the dividend of 1.25 pence per Ordinary Share declared on 5 May 2022).

·    Under the Initial Open Offer, totalling up to £171.4 million if fully subscribed, Qualifying Shareholders are entitled to subscribe for New Ordinary Shares on the basis of 1 New Ordinary Share for every 2 Ordinary Shares registered in the name of that Qualifying Shareholder as at close of business on 7 June 2022 (the "Record Date").

·    In-line with its stated dividend policy, the Company is targeting an interim dividend in respect of the quarter ended 30 June 2022 of 1.25 pence per Ordinary Share (the "Q2 Dividend"). If declared, the Q2 Dividend will have a record date following the issue of the New Ordinary Shares pursuant to the Initial Issue and, accordingly, holders of New Ordinary Shares issued pursuant to the Initial Issue will be entitled to receive the Q2 Dividend in respect of those New Ordinary Shares.

THE ENHANCED PIPELINE ASSETS

The Investment Adviser is confident that the Company would be able to invest or commit substantially all of the net Initial Issue proceeds within three to six months following Initial Admission. The Enhanced Pipeline Assets, which the Company may look to acquire following Initial Admission and which have an aggregate consideration of approximately £280 million, include:

Onshore wind - Mexico

This investment is a portfolio of three operating wind farms totalling approximately 153MW, valued at £70.8 million. The portfolio benefits from a 100 per cent. take-or-pay corporate power purchase agreement ("PPA") with a listed retail conglomerate in Mexico. These assets have been managed and operated by a leading European contractor using top-tier European wind turbine generators. This project targets a yield greater than 12 per cent. in local currency.

Operating hydro power plant - Brazil

This project consists of an operational hydro plant with capacity of approximately 198MW, currently owned by a large European utility. The asset has a 25-year concession in place and a combination of long-term PPAs and a rolling 5-year hedge strategy for price of power earned that provides downside risk protection and attractive upside exposure. The expected investment is £129.2 million and the project targets a yield of approximately 10 per cent.

Flexible power and carbon capture and reuse - United Kingdom

This would be the Company's third combined heat and power project in the UK with carbon capture and reuse technology. The £80 million project will be 31MW once construction is complete and targets a yield of 9 per cent. The Investment Adviser will be working with the same operating partners on this project under the partnership framework and structure already put in place as part of the first two projects under the Company's current investment programme.

BENEFITS OF THE SHARE ISSUANCE PROGRAMME

The Directors consider that the Share Issuance Programme, which includes the Initial Issue, may yield the following benefits:

·    enabling the Company to continue to raise capital for investment in the opportunities described above (including the Enhanced Pipeline) and thereby:

o  diversifying the Company's portfolio of assets by geography, technology, investment phase and revenue stream;

o  further enhancing the Company's earnings, generating revenue that would be supportive of the Company's dividend target;

o  providing further capital growth through asset value creation and therefore accretion to the Company's Net Asset Value;

o  further enhancing the Company's inflation-linked revenue streams; and

o  continuing to allow the Company to make positive environmental and social impacts in communities around the world by making investments directly contributing to the acceleration of energy transition towards a carbon net-zero world;

·    making the Company more attractive to a wider investor base by increasing the market capitalisation of the Company;

·    enhancing the secondary market liquidity in the Ordinary Shares as a result of a larger and more diversified shareholder base; and

·    increasing the size of the Company, thereby spreading operating costs over a larger capital base, which should reduce the ongoing charges ratio.

The Directors have considered the potential impact of issuing New Ordinary Shares on the Company's ability to continue to pay dividends on the Ordinary Shares and intend to ensure that it will not result in any dilution of the dividends per Ordinary Share that the Company may be able to pay.

GENERAL MEETING

The Directors have resolved to convene a general meeting on Tuesday, 28 June 2022 (the "General Meeting") to seek Shareholder authority to issue New Shares on a non-pre-emptive basis.

The Resolutions to be considered at the General Meeting are to grant the Board authority to issue on a non-pre-emptive basis, up to 500 million New Shares, being approximately 160 per cent. of the Company's issued share capital as at the Latest Practicable Date, such authority to have effect until the first anniversary of the date of the Prospectus or, if earlier, 8 June 2023.

The Directors intend to use the net proceeds of the Share Issuance Programme to optimise existing opportunities within the existing Portfolio, to complete the acquisition of the Enhanced Pipeline Assets, the Broader Pipeline Assets and other Sustainable Energy Infrastructure Investments (as defined below) which may become available to the Company and for general working capital purposes.

Bernie Bulkin, Chair of GSEO, said: "We are delighted to announce a capital raising which will help us pursue an active pipeline of high-quality investment opportunities that will diversify our Shareholders' portfolio by geography, technology, investment phase and revenue stream."

The Company will shortly publish a Prospectus relating to the offering and will send a circular and notice of General Meeting (the "Circular") to shareholders.  An electronic copy of the Prospectus and the Circular will be available on the Company's website (www.vh-gseo.com).

For further information, please contact

Edelman Smithfield (PR Adviser)

Ged Brumby                 +44 (0)7540 412 301

Kanayo Agwunobi       +44 (0)758 101 0560

Victory Hill Capital Advisors LLP (Investment Adviser)

Navin Chauhan

info@victory-hill.com

Numis Securities Limited (Sole Sponsor, Joint Corporate Broker, Joint Financial Adviser & Joint Bookrunner)

David Benda                 +44 (0)20 7260 1000

Matt Goss

David Luck

Alvarium Securities Limited (Joint Corporate Broker, Joint Financial Adviser, Joint Bookrunner & Intermediaries Offer Adviser)

Mark Thompson           +44 (0)20 7016 6711

Eddie Nissen                 +44 (0)20 7016 6713

Oliver Kenyon               +44 (0)20 7016 6704  

G10 Capital Limited (AIFM)

Mohammed Rahman    +44 (0)20 7397 5450

Paul Cowland

Apex Fund and Corporate Services (UK) Limited (Company Secretary)

Andrew Humphries        +44 (0)7435 828 755

EXPECTED TIMETABLE

Each of the times and dates set out below and mentioned elsewhere in this announcement may be adjusted by the Company, Numis and Alvarium in which event details of the new times and dates will be notified through a Regulatory Information Service. References to a time of day are to London time.

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ADDITIONAL INFORMATION

THE COMPANY

The Company seeks to invest in sustainable energy infrastructure investments that are suited to the Company's investment objective and policy across the EU and OECD group of nations predominately, including but not limited to OECD Key Partner Countries and OECD Accession Countries.

The Company considers sustainability and ESG integration to be an essential part of its investment risk management and value creation. The Company has sustainable investment as its objective. Article 9 funds under the EU Sustainable Finance Disclosure Regulation 2019/2088 are products that have a sustainable investment objective.

DIRECTORS' INTENTION TO SUBSCRIBE

As at the date of the Prospectus, the Directors intend to subscribe for, in aggregate, 146,362 New Ordinary Shares pursuant to the Initial Issue.

INVESTMENT OBJECTIVES

The Company's investment objective is to seek to generate stable returns, principally in the form of income distributions, by investing in a diversified portfolio of global sustainable energy infrastructure assets, predominantly in countries that are members of the EU, OECD, OECD Key Partner Countries or OECD Accession Countries.

INVESTMENT POLICY

The Company seeks to achieve its investment objective by making Sustainable Energy Infrastructure Investments (as defined below) across the EU and OECD group of nations predominantly, including but not limited to OECD Key Partner Countries and OECD Accession Countries. The Company's investments in global sustainable energy infrastructure must be:

(i)    investments in sustainable energy infrastructure that support the attainment and pursuit of the United Nations Sustainable Development Goals (the "SDGs") where energy and energy infrastructure investments are a direct contributor to the acceleration of the Energy Transition towards a net zero carbon world; and

(ii)   investments that can be categorised into one or more of the four Investment Pathways that guide the Company's investment strategy. These Investment Pathways are (1) Addressing Climate Change, (2) Energy Access, (3) Energy Efficiency, and (4) Market Liberalisation,

and must also fall into one or a combination of the following categories:

(i)    power, heat and green gas producing assets reliant on, but not limited to, wind, solar, biomass, natural gas and hydropower technologies;

(ii)   production and refinement of fuels derived from biomass sources;

(iii)  energy storage infrastructure such as containment and non-processing facilities for liquid and gas fuel sources, power storage utilising battery or gravity-based technologies;

(iv) energy transportation infrastructure such as pipelines, interconnectors and micro-distribution grids;

(v)  distributed energy sources (heat, power, gas and steam) which are produced close to where it will be used, rather than at a large, centralised plant elsewhere, delivered through a centralised grid infrastructure; and/or

(vi) equipment that is installed at the premises or on site, directly connected to the premises including, but not limited to, CHP units, CCHP plant schemes, HVAC units, lighting equipment, biomass boilers and steam raising boilers (including intermediate pressure (IP) steam processors),

in each case, either already operating or in construction/development ("Sustainable Energy Infrastructure Investments").

The Company looks to achieve NAV growth by investing in higher yielding Sustainable Energy Infrastructure Investments that are operational, in construction or "ready-to-build" but will not invest in assets that are under development (that is assets that do not have in place required grid access rights, land consents, planning and regulatory consents and commercial arrangements).

The Company acquires a mix of controlling and non-controlling interests in Sustainable Energy Infrastructure Investments that are held within Special Purpose Entities (each, an "SPE") into which the Company will invest through equity and/or shareholder loan instruments. In certain instances, the SPE may hold one or more Sustainable Energy Infrastructure Investments of a similar type.

The Company may invest in SPEs structured as joint venture investments ("JVs") or co-investments, including through minority stakes, where this approach is the only viable approach. Where the Company participates in a JV or a co-investment, it will seek to secure its rights through obtaining protective provisions in shareholders' agreements, joint venture agreements, co-investment agreements or other transactional documents, as well as board representation for the Investment Adviser, and with the aim of trying to ensure that the investment is managed in a manner that is consistent with the Investment Policy.

GENERAL MEETING

The Initial issue and the Share Issuance Programme are conditional on the approval by Shareholders of a Resolution disapplying pre-emption rights and granting the Board authority to allot the New Shares in respect of the Initial Issue and the Share Issuance Programme to be put to the General Meeting, which has been convened for Tuesday, 28 June 2022. The Notice convening the Extraordinary General Meeting will be set out in the Circular which is also expected to be published shortly.

IMPORTANT NOTICES

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

The contents of this announcement  (the "Announcement"), which has been prepared for information purposes only by and is the sole responsibility of VH Global Sustainable Energy Opportunities plc (the "Company"), has been approved by G10 Capital Limited ("G10"), which is authorised and regulated by the Financial Conduct Authority solely for the purposes of section 21(2)(b) of FSMA.

This Announcement is not an offer to sell or a solicitation of any offer to buy New Shares in the United States, Australia, Canada, the Republic of South Africa, Japan, or any Member State of the European Economic Area (other than the Republic of Ireland and the Netherlands), or any of their respective territories or possessions, or in any other jurisdiction where such offer or sale would be unlawful. No action has been taken by the Company, Numis Securities Limited ("Numis") or Alvarium Securities Limited ("Alvarium") that would permit an offering of any shares in the capital of the Company or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company, Numis and Alvarium to inform themselves about, and to observe, such restrictions.

This communication is not for publication or distribution, directly or indirectly, in or into the United States of America. This communication is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered, sold, resold, transferred or delivered directly or indirectly in the United States, or to, or for the account or benefit of, U.S. Persons, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.

The Company has not been and will not be registered under the US Investment Company Act of 1940, as amended (the "Investment Company Act") and, as such, holders of the Ordinary Shares will not be entitled to the benefits of the Investment Company Act. No offer, sale, resale, pledge, delivery, distribution or transfer of the Ordinary Shares 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. 

The merits or suitability of any securities must be independently determined by the recipient on the basis of its own investigation and evaluation of the Company. Any such determination should involve, among other things, an assessment of the legal, tax, accounting, regulatory, financial, credit and other related aspects of the securities.

This Announcement may not be used in making any investment decision in isolation. This Announcement on its own does not contain sufficient information to support an investment decision and investors should ensure that they obtain all available relevant information before making any investment. This Announcement does not constitute or form part of and may not be construed as an offer to sell, or an invitation to purchase or otherwise acquire, investments of any description, nor as a recommendation regarding the possible offering or the provision of investment advice by any party. No information in this Announcement should be construed as providing financial, investment or other professional advice and each prospective investor should consult its own legal, business, tax and other advisers in evaluating the investment opportunity. No reliance may be placed for any purposes whatsoever on this Announcement or its completeness.

The information and opinions contained in this Announcement are provided as at the date of the Announcement and are subject to change without notice and no representation or warranty, express or implied, is or will be made in relation to the accuracy or completeness of the information contained herein and no responsibility, obligation or liability or duty (whether direct or indirect, in contract, tort or otherwise) is or will be accepted by the Company, Numis, Alvarium, the AIFM, the Investment Adviser or any of their affiliates or by any of their respective officers, employees or agents to update or revise publicly any of the statements contained herein. No reliance may be placed for any purpose whatsoever on the information or opinions contained in this Announcement or on its completeness, accuracy or fairness. The document has not been approved by any competent regulatory or supervisory authority.

Potential investors should be aware that any investment in the Company is speculative, involves a high degree of risk, and could result in the loss of all or substantially all of their investment. Results can be positively or negatively affected by market conditions beyond the control of the Company or any other person. Any data on past performance contained in this Announcement is no indication as to future performance and there can be no assurance that any targeted or projected returns will be achieved or that the Company will be able to implement its investment strategy or achieve its investment objectives. Any target returns published by the Company are targets only. There is no guarantee that any such returns can be achieved or can be continued if achieved, nor that the Company will make any distributions whatsoever. There may be other additional risks, uncertainties and factors that could cause the returns generated by the Company to be materially lower than the target returns of the Company.

The information in this Announcement may include forward-looking statements, which are based on the current expectations, intentions and projections about future events and trends or other matters that are not historical facts and in certain cases can be identified by the use of terms such as "may", "will", "should", "expect", "anticipate", "project", "estimate", "intend", "continue", "target", "believe" (or the negatives thereof) or other variations thereof or comparable terminology. These forward-looking statements, as well as those included in any related materials, are not guarantees of future performance and are subject to known and unknown risks, uncertainties, assumptions about the Company and other factors, including, among other things, the development of its business, trends in its operating industry, and future capital expenditures and acquisitions. In light of these risks, uncertainties and assumptions, the events in the forward-looking statements may not occur and actual results may differ materially from those expressed or implied by such forward looking statements. Given these risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements. 

Each of Numis and Alvarium is authorised and regulated in the United Kingdom by the UK Financial Conduct Authority. Each of Numis and Alvarium is acting exclusively for the Company and no one else in connection with this Announcement, the Share Issuance Programme or the matters referred to in the Prospectus and the Circular, once published. Numis and Alvarium 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 or for providing advice in relation to the contents of this Announcement or any transaction or arrangement referred to in this Announcement.

Victory Hill Capital Advisors LLP (FRN 938594) is an Appointed Representative of G10 Capital Limited, which is authorised and regulated by the Financial Conduct Authority (FRN 648953).

Each of the Company, Numis, Alvarium, the AIFM, the Investment Adviser and their affiliates and their respective officers, employees and agents expressly disclaim any and all liability which may be based on this Announcement and any errors therein or omissions therefrom.

No representation or warranty is given to the achievement or reasonableness of future projections, management targets, estimates, prospects or returns, if any. Any views contained herein are based on financial, economic, market and other conditions prevailing as at the date of this Announcement. The information contained in this Announcement will not be updated.

Information to Distributors

Solely for the purposes of the product governance requirements contained within PROD 3 of the FCA's Product Intervention and Product Governance Sourcebook (the "Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the Shares have been subject to a product approval process, which has determined that the Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in COBS 3.5 and 3.6 of the FCA's Conduct of Business Sourcebook, respectively; and (ii) eligible for distribution through all distribution channels which are permitted by the Product Governance Requirements (the "Target Market Assessment").

Notwithstanding the Target Market Assessment, distributors should note that: the price of the New Shares may decline and investors could lose all or part of their investment; the New Shares offer no guaranteed income and no capital protection; and an investment in the New Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Share Issuance Programme. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Numis and Alvarium will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of FCA's Conduct of Business Sourcebook; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the New Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the New Shares and determining appropriate distribution channels.

The Company is registered as an investment company pursuant to section 833 of the Act and is an investment trust under section 1158 of the CTA. Accordingly (since they are shares in an investment trust), the Shares are excluded securities for the purposes of the FCA's restrictions applying to "non-mainstream investment products".