25 September 2024
RM Infrastructure Income Plc
(the "Company" or "RMII")
LEI: 213800RBRIYICC2QC958
Result of General Meeting & Tender Offer
Result of General Meeting
RMII announces that, at its general meeting held earlier today, convened with the purpose of approving the Tender Offer, the resolution put to shareholders was duly passed. The text of the resolution is contained in the Notice of General Meeting dated 3 September 2024.
The proxy votes received are as follows:
| Resolution | Votes For and Discretionary | Percentage of total votes cast | Votes Against | Percentage of total votes cast |
| 1 - Tender Offer | 38,269,100 | 99.83% | 66,157 | 0.17% |
There were no votes withheld. As at the date of the above meeting, the Company's issued share capital was 117,586,359 Ordinary Shares, of which 179,569 Ordinary shares are held in treasury. Therefore, the total number of voting rights of the Company was 117,406,790 as at the date of the General Meeting.
Tender Offer
Further, the Company announces the result of its Tender Offer, which was announced on 3 September 2024. The Tender Offer was taken up in full and as such, the Company will purchase a total of 19,738,338 Ordinary Shares at the Tender Price of 88.59 pence per share (equivalent to the Company's NAV as at 30 August 2024).
19,438,134 Ordinary Shares were tendered in applications that will be met under the Basic Entitlement of Shareholders and a further 300,204 Ordinary Shares were tendered by Shareholders wishing to share in the Basic Entitlements which were not taken up by others (the Excess Applications).
Eligible Shareholders who validly tendered a percentage of their Ordinary Shares equal to or less than their Basic Entitlement shall have all tendered Ordinary Shares purchased in full under the Tender Offer. Eligible Shareholders who validly tendered Excess Applications shall have their Basic Entitlement and a pro rata proportion of their Excess Applications purchased pursuant to the Tender Offer.
Subject to the remaining conditions under the Repurchase Agreement having been met, Singer Capital Markets will purchase 19,738,338 Ordinary Shares by means of an on-market purchase from tendering Shareholders. Subject to Singer Capital Markets requiring the Company to repurchase such Ordinary Shares in accordance with the terms of the Repurchase Agreement, Singer Capital Markets will then sell the tendered Ordinary Shares acquired by it on to the Company pursuant to the terms of the Repurchase Agreement. All Ordinary Shares acquired by the Company from Singer Capital Markets under the Repurchase Agreement will be cancelled.
As previously announced, it is anticipated that the proceeds payable to Shareholders whose tendered Ordinary Shares are held through CREST accounts are expected to be made on 30 September 2024 and that cheques and balance share certificates for the certificated Ordinary Shares purchased under the Tender Offer will be despatched on 30 September 2024.
Total Voting Rights
Following the completion of the Tender Offer, the Company will have 97,848,021 Ordinary Shares in issue, with 179,569 Ordinary Shares held in treasury. Therefore, the total number of voting rights in the Company will be 97,668,452 and this figure may be used by Shareholders as the denominator for calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.
Defined terms used in this announcement have the meanings given in the Tender Circular unless the context otherwise requires.
For further information, please contact:
| RM Funds - Investment Manager James Robson Thomas Le Grix De La Salle
| 0131 603 7060 |
| Singer Capital Markets - Financial Adviser and Broker James Maxwell Asha Chotai
| 020 7496 3000 |
| Apex Listed Funds Services (UK) Limited - Administrator and Company Secretary Jenny Thompson Sylvanus Cofie | 020 3327 9720 |
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.
For more information, please contact James Robson at RM Funds.
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.
IMPORTANT INFORMATION
This announcement contains forward-looking statements. These forward-looking statements include all matters that are not historical facts. These forward-looking statements are made based upon the Company's expectations and beliefs concerning future events impacting the Company and therefore involve a number of risks and uncertainties. Forward-looking statements are not guarantees of future performance, and the Company's actual results of operations, financial condition and liquidity may differ materially and adversely from the forward-looking statements contained in this announcement. Forward-looking statements speak only as of the day they are made and the Company does not undertake to update its forward-looking statements unless required by law.
Singer Capital Markets Securities Limited, which conducts its UK investment banking activities as Singer Capital Markets ("Singer Capital Markets") is authorised and regulated in the United Kingdom by the FCA and is exclusively advising the Company and no one else in connection with the Tender Offer. Singer Capital Markets will not be responsible to any person other than the Company for providing the protections afforded to its customers, nor for providing advice in relation to the Tender Offer or the contents of this announcement or the Circular. Nothing in this paragraph shall serve to exclude or limit any responsibilities which Singer Capital Markets may have under the Financial Services and Markets Act 2000 (as amended) or the regulatory regime established thereunder.
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