25 February
2025
The Renewables Infrastructure Group
Limited
"TRIG" or "the Company", a
London-listed renewables investment company advised by InfraRed
Capital Partners ("InfraRed") as Investment Manager and Renewable
Energy Systems ("RES") as Operations Manager.
Revision to Investment Management
Agreement and Operations Management Agreement
The Board of The Renewables
Infrastructure Group Limited announces that it has agreed in
principle with its Investment Manager, InfraRed Capital Partners,
and its Operations Manager, Renewable Energy Systems Limited,
(together the "Managers") to revise the fees payable under the
Investment Management Agreement ("IMA") and the Operations
Management Agreement ("OMA") ("Management Fee") with effect from 1
April 2025. It is the Board's view that the changes agreed further
align the Managers with TRIG's strategy and the interests of
shareholders, while retaining the distinctive scope and benefits
embedded in the TRIG management approach.
Under the terms of the revised IMA
and OMA, rather than being applied to adjusted portfolio value, the
new management fee will instead be applied to an equal weighting of
(i) the average of the closing daily market capitalisation during
each quarter and (ii) the published Net Asset Value for the
quarter. At the prevailing share price, this change will result in
a reduction in the ongoing, annualised Management Fee by 28%,
compared to the Management Fee paid in 2024. The existing
Management Fee thresholds and rates applied will remain
unchanged.
In addition, to improve the
alignment of the Managers further in achieving positive outcomes
for shareholders, a fee ("Transaction Fee") will be payable in
respect of certain future transactions including sales of
investments and the raising of new debt financing. No fee
will apply to transactions in progress, which are expected to raise
about £300 million of proceeds in aggregate. Thereafter, qualifying
transactions will be subject to prior Board approval. Fees on such
disposals of assets and new incremental debt financings will be
0.5% of the relevant transaction value. The combination of the
Management Fee and Transaction Fees in any one calendar year shall
not exceed the quantum of the Management Fee that would have been
charged under the present arrangements.
In order to incentivise the Managers
to achieve the best result for shareholders in the event of a
takeover or an equivalent asset sale, the Board has agreed a fee
payable to the Managers of 3% of the value achieved in excess of
net asset value and 3% of the value achieved in excess of market
capitalisation (pro-rated accordingly in relation to an equivalent
asset sale). Such a fee would be capped at 4.99% of the lower of
net asset value or market capitalisation.
These changes remain subject to
documentation and, where applicable, regulatory
requirements.
Revisions to the IMA and OMA do not
impact arrangements that project companies enter into from time to
time with the Managers to provide operational services including in
relation to revenue management, site asset management, operations
and maintenance, and construction and development services. Prior
approval by the Board of TRIG will continue to be required where
such fees fall outside the Managers' delegated parameters.
Such operational expenses of projects will continue to be monitored
by the Board's Management Engagement Committee and disclosed in the
Company's Report & Accounts.
Enquiries
InfraRed Capital Partners Limited
+44 (0) 20 7484 1800
Minesh Shah
Phil George
Mohammed Zaheer
Brunswick
+44
(0) 20 7404 5959 / TRIG@brunswickgroup.com
Mara James
Investec Bank
Plc
+44 (0) 20 7597 4000
Lucy Lewis
Tom Skinner
BNP
Paribas
+44
(0) 20 7595 9444
Virginia Khoo
Carwyn Evans
Notes
The Company
The Renewables Infrastructure Group
("TRIG" or the "Company") is a leading London-listed renewable
energy infrastructure investment company. The Company seeks to
provide shareholders with an attractive long-term, income-based
return with a positive correlation to inflation by focusing on
strong cash generation across a diversified portfolio of
predominantly operating projects.
TRIG is invested in a portfolio of
wind, solar and battery storage projects across six markets in
Europe with aggregate net generating capacity of 2.7GW; enough
renewable power for 1.8 million homes and to avoid 2.2 million
tonnes of carbon emissions per annum.
Further details can be found on
TRIG's website at www.trig-ltd.com.
Investment Manager
InfraRed Capital Partners is an
international infrastructure asset manager, with more than 160
professionals operating worldwide from offices in London, Madrid,
New York, Sydney and Seoul. Over the past 25 years, InfraRed has
established itself as a highly successful developer and steward of
infrastructure assets that play a vital role in supporting
communities. InfraRed manages US$13bn of equity capital1
for investors around the globe, in listed and private funds across
both core and value-add strategies.
InfraRed is part of SLC Management,
the institutional alternatives and traditional asset management
business of Sun Life.
For more information, please
visit www.ircp.com.
1 Uses 5-year average FX as at 30th June 2024 of GBP/USD of
1.2821; EUR/USD 1.1141. EUM is USD 12.741m.
Operations Manager
TRIG's Operations Manager is RES
("Renewable Energy Systems"). RES is the world's largest
independent renewable energy company, working across 24 countries
and active in wind, solar, energy storage, biomass, hydro, green
hydrogen, transmission, and distribution. An industry innovator for
over 40 years, RES has delivered more than 24GW of renewable energy
projects across the globe and plans to bring more than 22GW of new
capacity online in the next five years.
As a service provider, RES has the
skills and experience in asset management, operations and
maintenance (O&M), and spare parts - supporting 41GW of
renewable assets across 1,300 sites. RES brings to the market a
range of purposeful, practical technology-based products and
digital solutions designed to maximise investment and deployment of
renewable energy. RES is the power behind a clean energy future
where everyone has access to affordable zero carbon energy bringing
together global experience, passion, and the innovation of its
4,500 people to transform the way energy is generated, stored and
supplied.
Further details can be found on the
website at www.res-group.com.
