Bagnall Energy to acquire Downing Renewables in £174.55 million deal

LONDON - Bagnall Energy Limited has agreed to acquire Downing Renewables & Infrastructure Trust plc (DORE) in a recommended cash offer valuing the company at approximately £174.55 million, according to a press release statement issued Friday.

Under the terms of the deal, Polar Nimrod Topco Limited, a wholly-owned subsidiary of Bagnall, will pay 102.6016 pence in cash for each DORE share it doesn’t already own. The offer represents a 23.62% premium to DORE’s closing price of 83.00 pence on June 19.

The acquisition will be implemented through a court-sanctioned scheme of arrangement. Bagnall currently holds 25.35% of DORE’s issued ordinary share capital.

DORE directors have unanimously recommended that shareholders vote in favor of the scheme. Bidco has received commitments and indications of support from shareholders representing approximately 16.76% of DORE’s issued ordinary share capital.

The offer price represents a 7.46% discount to DORE’s unaudited ex-dividend net asset value of 110.8727 pence per share as of March 31, 2025.

DORE shareholders who were on the register on May 30, 2025, will receive and retain the previously announced first quarterly interim dividend of 1.4875 pence per share, payable around June 27, 2025. If the acquisition’s effective date falls after August 31, 2025, DORE may declare an additional special dividend of 0.5 pence per share.

Despite DORE’s strong NAV total return of 36.2% since IPO, the company has traded at a discount to its net asset value since late 2022. The DORE board believes this discount does not fairly reflect the portfolio’s value or prospects but acknowledges that various market risks are likely to persist.

The acquisition is expected to be completed in the third or early fourth quarter of 2025, subject to shareholder approval and regulatory clearances.

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