THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION IN WHOLE OR IN PART IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA OR ANY OTHER JURISDICTION WHERE ITS RELEASE, PUBLICATION OR DISTRIBUTION IS OR MAY BE UNLAWFUL. THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN INVITATION TO PARTICIPATE IN THE TENDER OFFER (AS DEFINED HEREIN) IN OR FROM ANY JURISDICTION IN OR FROM WHICH, OR TO OR FROM ANY PERSON TO OR FROM WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER UNDER APPLICABLE SECURITIES LAWS OR OTHERWISE.
20 June 2025
RM Infrastructure Income Plc
(the "Company" or "RMII")
LEI: 213800RBRIYICC2QC958
Confirmation of Tender Price and Shares Available
Further to the Company's announcement dated 29 May 2025, the Company confirms that the Tender Price at which the Tender Offer is being made is 80.52 pence per Ordinary Share, equal to the Net Asset Value ("NAV") per Ordinary Share as at 31 May 2025.
The Company also announces that the final maximum aggregate value of the Tender Offer is £17,414,722. Therefore, the total number of Tender Offer shares available for purchase by Singer Capital Markets (on behalf of the Company) is 21,627,821, resulting in a Basic Entitlement percentage of 22.18% for Eligible Shareholders.
An Eligible Shareholder tendering up to their Basic Entitlement will have their tender satisfied in full. Any Eligible Shareholder tendering more than their Basic Entitlement will have their Excess Application satisfied if there are sufficient remaining Available Shares. Such Available Shares shall be apportioned to Eligible Shareholders pro rata to their Excess Applications should other Eligible Shareholders not tender the full amount of their Basic Entitlement and as a result of certain Overseas Shareholders not being permitted to participate in the Tender Offer.
Basic Entitlements will be calculated by reference to registered shareholdings as at the Tender Record Date and will be rounded down to the nearest whole number of Ordinary Shares.
Expected Timetable of Principal Events
| | 2025 |
| Latest time and date for receipt of Forms of Proxy, appointments of proxy via CREST or any other electronic voting instructions for the General Meeting
| 12.00 p.m. on 20 June |
| Latest time and date for receipt of Tender Forms, settlement of TTE Instructions in CREST and Tender Offer Closing Date
| 1.00 p.m. on 23 June |
| Tender Record Date | 6.00 p.m. on 23 June |
| Time and date of General Meeting
| 12.00 p.m. on 24 June |
| Result of General Meeting and Tender Offer expected to be announced
| 24 June |
| Completion of the Tender Offer | 25 June |
| CREST settlement date: Payments through CREST made and CREST accounts settled
| By 1 July
|
| CREST accounts settled in respect of unsold tendered Ordinary Shares held in uncertificated form
| By 1 July |
| Cheques and balancing share certificates despatched to certificated Shareholders
| By 1 July |
All references to times in this announcement are to London time.
Capitalised terms in this announcement shall have the same meanings attributed to them in the Circular unless otherwise defined in this announcement.
The Circular can be viewed on the Company's website at https://rm-funds.co.uk/rm-infrastructure-income/ and at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
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 Grace Goudar Sylvanus Cofie | 020 3327 9720 |
IMPORTANT INFORMATION
The distribution of this announcement in certain jurisdictions may be restricted by law. It is the responsibility of all Overseas Shareholders to satisfy themselves as to the observance of any legal requirements in their jurisdiction, including, without limitation, any relevant requirements in relation to the ability of such holders to participate in the Tender Offer. The Tender Offer is not being made directly or indirectly in or into the United States, Australia, Canada, Japan, New Zealand, the Republic of South Africa or any member state of the European Economic Area, and cannot be accepted from within United States, Australia, Canada, Japan, New Zealand, the Republic of South Africa or any member state of the European Economic Area.
Any decision to participate in the Tender Offer should only be made on the basis of an independent review by an Eligible Shareholder of the Company's publicly available information. Neither Singer Capital Markets Securities Limited ("Singer Capital Markets") nor any of its affiliates accept any liability arising from the use of, or make any representation as to the accuracy or completeness of, this announcement or the Company's publicly available information.
Singer Capital Markets, which conducts its UK investment banking activities as 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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