THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY JURISDICTION FOR WHICH THE SAME COULD BE UNLAWFUL.

The information communicated in this announcement is deemed to constitute inside information as stipulated under the UK Version of Market Abuse Regulation (EU) No. 596/2014 (as incorporated into UK Law by virtue of the European Union (Withdrawal) Act 2018, and as subsequently amended ("MAR"). Upon the publication of this announcement, this information is considered to be in the public domain.

RM Infrastructure Income PLC

(the ''Company'' or "RMII")

LEI: 213800RBRIYICC2QC958

Shareholder Update

As previously announced, the Company continues 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*.  The Company has also refreshed its investment focus on social & environmental infrastructure, increasing exposures to its core target sectors with approximately 59% of the portfolio's committed capital currently invested within social & environmental infrastructure.

Although RMII is well positioned from an investment perspective, the Company's shares, in common with many investment companies, have traded at a discount over a period of time. This, coupled with the Company being of a small scale, has created challenges in generating improved liquidity in the Company's shares and has restricted the Company's ability to grow.

In early April 2023, while preparing for the proposed liquidity opportunity consultation, the RMII Board (the "Board") received a non-binding indicative proposal which involved a combination of all the Company's assets with another investment company under Section 110 of the Insolvency Act 1986 (the "Proposal"). Unusually for a Section 110 approach, the Proposal did not include any option, partial or otherwise, for RMII Shareholders to elect to receive cash (such as through a run-off liquidation pool as the Company's investments are realised over time). For the avoidance of doubt, the Proposal did not anticipate any offer for the Company, recommended or otherwise, under the City Code on Takeovers and Mergers.

Since the initial approach in early April, the Board has attempted to address various issues with the Proposal which would have negatively impacted RMII Shareholders but progress to date has been limited. If the counterparty is willing to substantially improve its offer, then the Board intends to explore this opportunity further. At this time, no heads of terms have been agreed by the Board and the counterparty's board of directors and consequently there can be no certainty that any potential transaction would be successfully completed. 

While the Board believes the Company remains in a strong position to continue to generate attractive returns for RMII Shareholders, in connection with the above, the Board today announces that it intends to undertake a review of the Company's strategy to consider its future prospects. The review will include a consideration of:

·      a continuation of the Company's existing investment policy and strategy;

·      a partial or full exit opportunity (which may be undertaken by way of a buy back as and when the Company's investments mature, or other method of distribution, such as the creation of a new share class which would return capital to holders of such shares as investments are realised over time);

·      a combination of the Company's assets with another suitable investment company or fund under section 110 of the Insolvency Act, possibly coupled with a liquidity opportunity, pursuant to the Proposal or otherwise; or

·      a managed wind-down of the Company. 

When considering a potential combination of the Company's assets with another suitable investment company, the Board is also mindful that a number of the Company's peers trade at discounts similar to, or wider than, RMII.

As a result of the foregoing, the commencement of the announced liquidity opportunity consultation has been superseded to allow for a broader review of the Company's strategy to take place. 

Singer Capital Markets and Peel Hunt, joint brokers to the Company, will contact RMII Shareholders shortly. 

The Board will update RMII Shareholders on the progress of the strategic review, as appropriate.   During this process the Company's existing investment policy and strategy will continue to be applied. There can be no certainty as to the outcome of the strategic review nor whether any potential transaction arising would be successfully completed. 

For further information, please contact:

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.

About RM Infrastructure Income PLC 

The Company aims to generate attractive and regular dividends and positive social impact by lending to assets at the forefront of providing essential services to society.

Its diversified portfolio of loans sourced or originated by the Investment Manager with a degree of inflation protection through index-linked returns where appropriate. Loans in which the Company invests are predominantly secured against assets such as real estate or plant and machinery and/or income streams such as account receivables.

About RM Funds

RM Funds is an alternative asset manager. Founded in 2010, with offices in Edinburgh, and London, the firm manages capital on behalf of institutional investors, multi-asset allocators, wealth managers and retail investors. RM Funds focuses on real asset investing across liquid alternatives and private markets.

RM Funds is a delivery partner to the British Business Bank in connection with the Coronavirus Business Interruption Loan Scheme. RM Funds is a trading name of RM Capital Markets Limited.

RM Funds is a signatory to the Principles of Responsible Investment.