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Highlights

  • Downing Renewables shareholders to receive 102.60p per share, a 23.62% premium.
  • The company to be taken private via a court-sanctioned scheme by Bagnall Energy.
  • DORE to remain under the management of Downing LLP post-acquisition.

Downing Renewables & Infrastructure Trust plc (LSE:DORE) is a London-listed investment trust focused on a diversified portfolio of renewable energy infrastructure assets including hydro, wind, solar, and storage. It is managed by Downing LLP, which also manages Bagnall Energy Limited.

The company has agreed to be acquired by Bagnall Energy in a recommended all-cash offer valued at approximately GBP 174.55 million. The offer, made through Bagnall’s wholly owned subsidiary Bidco, proposes to acquire all issued and to-be-issued shares of DORE not already owned by the Bagnall Group.

Shareholders of DORE will receive 102.6016 pence in cash per share under the terms of a proposed court-sanctioned scheme of arrangement. This represents a 23.62% premium to DORE’s closing price of 83.00 pence on 19 June 2025 and higher premiums of 21.59% and 25.31% over the one- and three-month volume-weighted average share prices, respectively. However, the offer stands at a 7.46% discount to the ex-dividend net asset value (NAV) of 110.87 pence per share as of 31 March 2025.

DORE shareholders will retain the previously announced Q1 2025 dividend of 1.4875p, payable on or around 27 June 2025. If the transaction concludes after 31 August 2025, an additional special dividend of 0.5p per share will be paid, both without affecting the offer price.

Bagnall, an investor in renewable energy infrastructure assets founded in 2013, already holds 25.35% of DORE’s issued shares. Bidco has secured support through irrevocable undertakings and letters of intent covering around 22.54% of eligible voting shares, including commitments from DORE’s directors and several institutional investors.

The acquisition remains subject to multiple approvals, including a court sanction, regulatory clearances, and approval from at least 75% of Scheme Voting Shareholders. If approved, the transaction is expected to complete in the third or early fourth quarter of 2025.

DORE’s board-initiated discussions after receiving an unsolicited proposal from Bagnall in March 2025. Following further negotiations, the terms were revised before agreement. In assessing the offer, the DORE board considered its challenges as a subscale listed trust including limited liquidity, reduced investor appetite, and difficulty raising new capital and ultimately concluded that the offer represents fair value given the external environment and persistent share price discount.

Since its IPO in December 2020, DORE has delivered a NAV total return of 36.2% (including dividends), equivalent to an annualised return of 7.1%, in line with its medium-term target range. However, the trust has traded at a consistent discount to NAV since September 2022, prompting share buybacks totalling £12 million, or 7.9% of its issued capital at the time. These efforts failed to materially narrow the discount, amid broader market weakness across UK-listed alternative asset trusts.

DORE’s directors, who were advised by Singer Capital Markets, unanimously support the offer and recommend that shareholders vote in favour of the scheme. Singer Capital Markets deemed the offer fair and reasonable considering market conditions and DORE’s performance history.