RM Infrastructure Income PLC Proposed Managed Wind-Down of the Company (4773L)
06 Setembro 2023 - 3:00AM
UK Regulatory
TIDMRMII TIDMTTM
RNS Number : 4773L
RM Infrastructure Income PLC
06 September 2023
The information contained within this announcement constitutes
inside information.
6 September 2023
RM Infrastructure Income plc
("RMII" and the "Company")
Proposed Managed Wind-Down of the Company
LEI: 213800RBRIYICC2QC958
RM Infrastructure Income plc announces that after extensive
consultation with its advisers and shareholders evaluating the
future strategy of the Company, and having received various
approaches from third parties, the board of directors (the "Board")
has decided to put forward proposals for a managed wind-down of the
Company (the "Managed Wind-Down"). The Board unanimously recommend
that shareholders vote in favour of the Managed Wind-Down, which
they believe is in the best interest of shareholders, for the
reasons set out below.
As previously announced, the Company has continued to deliver
upon its investment objective of providing attractive NAV total
returns, outperforming many other fixed income comparables, and
generating a high and growing net interest income in excess of the
annual dividend target of 6.5 pence per share*, despite a number of
periods of volatility over its near seven-year life.
Shareholders consulted have been overwhelmingly supportive of
the Company's management and performance, as well as its investment
focus and strategy, but other factors, including the Company's
small scale, prevailing discount to net asset value at which the
shares have been trading and liquidity of the shares, has
restricted the Company's ability to grow.
The Board has also assessed a number of proposals regarding a
potential combination of RMII's assets with another suitable
investment company or fund, and undertook further consultation with
shareholders, as an alternative to a managed wind-down, in what has
turned out to be a much more complex process than initially
envisaged. Differing views were received by shareholders on the
merits of a potential combination against the alternative. The
Board has therefore considered what is deliverable and in
shareholders' best interests as a whole in reaching its decision to
put forward proposals for a managed wind-down.
The Board considers that approval of the Managed Wind-Down will
not result in an immediate liquidation of the Company, rather an
orderly realisation of the Company's underlying assets, with
capital returned to shareholders as the Company's underlying loans
are repaid to it, and its equity and warrant assets are realised in
each case in a manner that seeks to maximise shareholder value. The
Company will retain the ability to extend loan maturities or
provide further funding to existing borrowers where the Board
considers that doing so will maximise the returns to shareholders
in the timeframe in which the Company will otherwise be dealing
with the Managed Wind-Down. The Company's listing will be
maintained during the realisation period. The Board also intends to
maintain its current target level of dividend until the
commencement of the orderly realisation. Accordingly, the Board
intends to publish a shareholder circular by the end of October
2023 (the "Circular") to convene a general meeting (the "General
Meeting") at which it will seek approval from shareholders for the
Managed Wind-down and any related matters required to facilitate an
orderly realisation.
Shareholders should also note that prior to publication of the
Circular, RM Capital Markets Limited (the "Investment Manager")
will explore the possibility of offering an opportunity for
shareholders who wish to maintain their exposure to the strategy to
roll-over their interests in RMII into an alternative fund
structure to be managed by the Investment Manager and the Board
remains open to any approaches from third parties who have not yet
put forward a proposal. Further details will be set out within the
Circular, as appropriate. However, it should be noted at this stage
that there can be no certainty that any such rollover opportunity
will be offered nor any third party approach received.
The person responsible for arranging for the release of this
announcement on behalf of the Company is Ciara McKillop of Apex
Listed Companies Services (UK) Limited, Company Secretary.
For further information, please contact:
RM Infrastructure Income RMInfraCoSecmailbox@apexfs.group
plc
Norman Crighton
Singer Capital Markets
James Maxwell
Asha Chotai 020 7496 3000
Notes
*The dividend target is a target only and not a profit forecast.
There can be no assurance that this target will be met, or that the
Company will make any distributions at all and it should not be
taken as an indication of the Company's expected future results.
The Company's actual returns will depend upon a number of factors,
including but not limited to the Company's net income and level of
ongoing charges.
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END
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September 06, 2023 02:00 ET (06:00 GMT)
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