Company Announcements

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, TO US PERSONS OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH AFRICA OR INTO ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT HAS BEEN DETERMINED TO CONTAIN INSIDE INFORMATION.

7 September 2022 

SDCL Energy Efficiency Income Trust plc  

(the "Company") 

Results of the Issue

Further to the announcement on 1 September 2022, the Board of Directors (the "Board") of SDCL Energy Efficiency Income Trust plc is pleased to announce the results of the placing (the "Placing") and the retail offer (the "Retail Offer") (together the "Issue") of new Ordinary Shares in the capital of the Company ("New Ordinary Shares").

Taking into account the investor demand for this Issue, the Company's pipeline and the Company's available debt facilities, the Board has determined to increase the size of the Issue to approximately £135 million, and, accordingly the Company will issue a total of 118,421,053 New Ordinary Shares at a price of 114 pence per New Ordinary Share (the "Placing Price"). A scaling back process was undertaken.   

113,281,683 New Ordinary Shares will be issued under the Placing and 5,139,370 New Ordinary Shares will be issued under the Retail Offer resulting in a total of 118,421,053 New Ordinary Shares being issued. Application has been made for the New Ordinary Shares to be admitted to the premium listing segment of the Official List of the Financial Conduct Authority (the "FCA") and to trading on the premium segment of the Main Market of the London Stock Exchange ("Admission"). It is expected that dealings in the New Ordinary Shares will commence at 8.00 a.m. on Friday 9 September 2022.

Following Admission, the number of ordinary shares that the Company has in issue will be 1,108,709,053. The total number of voting rights of the Company will be 1,108,709,053 and this figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company.

The Issue is conditional, among other things, upon Admission becoming effective and the Placing Agreement not being terminated in accordance with its terms.

For Further Information

Important Information

This announcement is not an offer to sell or a solicitation of any offer to buy the Shares in the Company in the United States, Australia, Canada, New Zealand or the Republic of South Africa, Japan, or in any other jurisdiction where such offer or sale would be unlawful.

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 or sold in the United States, 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 (the "Investment Company Act") and, as such, holders of the Shares will not be entitled to the benefits of the Investment Company Act.  No offer, sale, resale, pledge, delivery, distribution or transfer of the 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. 

Prospective investors should take note that the Company's Shares may not be acquired by: (i) investors using assets of: (A) an "employee benefit plan" as defined in Section 3(3) of US Employee Retirement Income Security Act of 1974, as amended ("ERISA") that is subject to Title I of ERISA; (B) a "plan" as defined in Section 4975 of the US Internal Revenue Code of 1986, as amended (the "US Tax Code"), including an individual retirement account or other arrangement that is subject to Section 4975 of the US Tax Code; or (C) an entity which is deemed to hold the assets of any of the foregoing types of plans, accounts or arrangements that is subject to Title I of ERISA or Section 4975 of the US Tax Code; or (ii) a governmental, church, non-US or other employee benefit plan that is subject to any federal, state, local or non-US law that is substantially similar to the provisions of Title I of ERISA or Section 4975 of the US Tax Code.

Jefferies is authorised and regulated in the United Kingdom by the Financial Conduct Authority. Jefferies is acting for the Company and no one else in connection with the Initial Issue and the Share Issuance Programme, and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Jefferies or for affording advice in relation to any transaction or arrangement referred to in this announcement. This announcement does not constitute any form of financial opinion or recommendation on the part of Jefferies or any of its affiliates and is not intended to be an offer, or the solicitation of any offer, to buy or sell any securities. Regulated services with respect to EU27 countries and EU27 investors shall be undertaken by such of Jefferies International Limited's affiliates as Jefferies acting in good faith thinks fit and references to Jefferies International Limited shall be read as references to such affiliate(s).

In accordance with the UK version of the Packaged Retail and Insurance-based Investment Products Regulation (EU) No 1286/2014 which forms part of UK law by virtue of the European Union (Withdrawal) Act 2018 (as amended from time to time), the Key Information Document relating to the Company's ordinary shares is available to investors at http://seeitplc.com.