TIDMGRP
RNS Number : 8354H
Greencoat Renewables PLC
08 December 2020
THIS ANNOUNCEMENT (INCLUDING THE APPIX) IS NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, BY ANY MEANS OR MEDIA, IN OR INTO OR FROM THE UNITED
STATES (OR TO ANY US PERSON), CANADA, AUSTRALIA, NEW ZEALAND,
JAPAN, OR THE REPUBLIC OF SOUTH AFRICA, ANY MEMBER STATE OF THE
EUROPEAN ECONOMIC AREA (OTHER THAN IRELAND, BELGIUM, FRANCE,
GERMANY, THE NETHERLANDS OR SWEDEN (TOGETHER WITH THE UNITED
KINGDOM, THE "RELEVANT STATES"), AND THEN, ONLY TO PERSONS IN
RELEVANT STATES WHO ARE NOT RETAIL INVESTORS) OR ANY OTHER
JURISDICTION IN WHICH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN THE COMPANY.
8 December 2020
Greencoat Renewables PLC
Result of Placing
Greencoat Renewables PLC raises gross proceeds of EUR 125 million in oversubscribed placing
8 December 2020 | Greencoat Renewables PLC ("Greencoat
Renewables" or the "Company"), the renewable infrastructure
company, invested in euro-denominated assets, is pleased to
announce the result of the Placing launched on 26 November
2020.
Highlights of the Placing:
- Gross proceeds of EUR125 million in an oversubscribed placing;
- 110,619,469 Placing Shares will be issued at the Placing Price
of EUR1.13 per Placing Share, increasing the total issued share
capital of the Company to 741,238,938 Ordinary Shares;
- The Placing Shares to be issued represent approximately 18% of
the Company's existing issued Ordinary Share capital prior to the
Placing; and
- Net proceeds will be used, in line with the Company's
strategy, to refinance the Company's Revolving Credit Facility and
provide financial flexibility to take advantage of a pipeline in
excess of EUR500m in value accretive acquisition opportunities in
Ireland and in other target European countries.
Rónán Murphy, Chairman of Greencoat Renewables, commented:
"My thanks to our shareholders for their continued strong
support, which has enabled us to achieve another oversubscribed
placing. Across Europe, we see a considerable pipeline of potential
investments, with specific interest in Greencoat Renewables as a
counterparty, reflecting our deep sector relationships and track
record for execution.
In combination with our recently announced term debt facility,
this placing gives us the ability to pursue a range of value
accretive opportunities and continue to build a high-quality
portfolio of assets with long-term, contracted revenues ."
The Company will apply to Euronext Dublin and to the London
Stock Exchange for the Placing Shares to be admitted to trading on
Euronext Growth and AIM respectively. It is expected that
settlement of the Placing Shares will occur, Admission will become
effective and that dealings will commence in the Placing Shares at
8.00 a.m. on 10 December 2020.
Rónán Murphy, who is a Director, has subscribed for 22,123
Placing Shares, so that following completion of the Placing, he
will hold 192,694 Ordinary Shares representing c.0.03% of the
enlarged issued Ordinary Share capital of the Company.
Marco Graziano, who is a Director, has subscribed for 65,000
Placing Shares, so that following completion of the Placing, he
will hold 65,000 Ordinary Shares, representing c. 0.01 % of the
enlarged issued Ordinary Share capital of the Company.
Capitalised terms not defined in this Announcement shall have
the meaning given to them in the announcement made by the Company
at 7.00 a.m. on 26 November 2020.
For further information on the Announcement, please contact:
Greencoat Renewables PLC: +44 20 7832 9400
Bertrand Gautier
Paul O'Donnell
Tom Rayner
Davy (Joint Bookrunner, Nomad and
Euronext Growth Adviser) +353 1 6796363
Fergal Meegan
Ronan Veale
Barry Murphy
RBC (Joint Bookrunner) +44 20 7653 4000
Matthew Coakes
Duncan Smith
Elizabeth Evans
FTI Consulting (Media Enquiries) +353 1 765 0886
Jonathan Neilan
Melanie Farrell
AIFMD Disclosures
The Company is categorised as an externally managed alternative
investment fund for the purposes of the Alternative Investment Fund
Managers Directive (Directive 2011/61/EU) ("AIFMD"). The attention
of all Shareholders and any prospective investors in the Company,
through the Share Issuance Programme or otherwise, is drawn to
those disclosures required to be made under AIFMD from time to time
and which are available on the Company's website:
http://www.greencoat-renewables.com/investors/disclosures/aifmd
.
About Greencoat Renewables PLC
Greencoat Renewables PLC is an investor in euro-denominated
renewable energy infrastructure assets. Initially focused solely on
the acquisition and management of operating wind farms in Ireland,
the Company is now also investing in wind and solar assets in
certain other Northern European countries with stable and robust
renewable energy frameworks. It is managed by Greencoat Capital
LLP, an experienced investment manager in the listed renewable
energy infrastructure sector.
For more information about Greencoat Renewables PLC, please
visit http://www.greencoat-renewables.com/
For more information about Greencoat Capital LLP, please visit
http://www.greencoat-capital.com
IMPORTANT NOTICE
This Announcement and the information contained herein is not
for release, publication or distribution, directly or indirectly,
in whole or in part, in or into or from the United States (or for
any US Person, as defined below), Canada, Australia, New Zealand,
Japan, the Republic of South Africa or any other jurisdiction where
to do so might constitute a violation of the relevant laws or
regulations of such jurisdiction.
The Ordinary Shares have not been and will not be registered
under the US Securities Act of 1933, as amended (the "US Securities
Act") or under the applicable state securities laws of the United
States and may not be offered or sold directly or indirectly in or
into the United States or to or for the account or bene t of any US
person (within the meaning of Regulation S under the US Securities
Act) (a "US Person"), except pursuant to an exemption from the
registration requirements of the US Securities Act for offers and
sales of securities that do not involve any public offering
contained in Section 4(a)(2) of the US Securities Act and analogous
exemptions under state securities laws. The Ordinary Shares are
being offered and sold (i) outside the United States to non-US
Persons in reliance on Regulation S under the US Securities Act and
(ii) within the United States only to persons who are both
qualified institutional buyers ("QIBs"), as defined in Rule 144A
under the US Securities Act, and qualified purchasers ("QPs"), as
defined in Section 2(a)(51) of the US Investment Company Act of
1940, as amended (the "US Investment Company Act"). The Ordinary
Shares are subject to restrictions on transferability and resale
and may not be transferred or resold except as permitted under the
US Securities Act and any applicable state or other securities
laws, pursuant to registration or an exemption therefrom. In
addition, the Company has not been, and will not be, registered
under the US Investment Company Act.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Announcement should seek appropriate advice before taking
any action.
This Announcement has been issued by and is the sole
responsibility of the Company. Neither the Joint Bookrunners, nor
the Co-Lead Manager, nor any of their respective affiliates accept
any responsibility whatsoever for the contents of the information
contained in this Announcement or for any other statement made or
purported to be made by or on behalf of the Joint Bookrunners or
the Co-Lead Manager or any of their respective affiliates in
connection with the Company, the Placing Shares or the Share
Issuance Programme. The Joint Bookrunners and the Co-Lead Manager
and each of their respective affiliates accordingly disclaim all
and any liability, whether arising in tort, contract or otherwise
in respect of any statements or other information contained in this
Announcement and no representation or warranty, express or implied,
is made by the Joint Bookrunners or the Co-Lead Manager or any of
their respective affiliates as to the accuracy, completeness or
sufficiency of the information contained in this Announcement.
This Announcement contains (or may contain) certain
forward-looking statements with respect to certain of the Company's
current expectations and projections about future events and the
Company's future financial condition and performance. These
statements, which sometimes use words such as "aim", "anticipate",
"believe", "may", "will", "should", "intend", "plan", "assume",
"estimate", "expect" (or the negative thereof) and words of similar
meaning, reflect the directors' current beliefs and expectations
and involve known and unknown risks, uncertainties and assumptions,
many of which are outside the Company's control and difficult to
predict, that could cause actual results and performance to differ
materially from any expected future results or performance
expressed or implied by the forward-looking statement. Statements
contained in this Announcement regarding past trends or activities
should not be taken as a representation that such trends or
activities will continue in the future. The information contained
in this Announcement speaks only as of the date of this
Announcement and is subject to change without notice and the
Company does not assume any responsibility or obligation to, and
does not intend to, update or revise publicly or review any of
the information contained herein, whether as a result of new
information, future events or otherwise, except to the extent
required by Euronext Dublin, the London Stock Exchange, the Central
Bank of Ireland, the FCA or by applicable law. No statement in this
Announcement is or is intended to be a profit forecast or profit
estimate or to imply that the earnings of the Company for the
current or future financial years will necessarily match or exceed
the historical or published earnings of the Company.
This Announcement does not identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the Placing Shares. Any indication
in this Announcement of the price at which the ordinary shares of
the Company have been bought or sold in the past cannot be relied
upon as a guide to future performance. The contents of this
Announcement are not to be construed as legal, business, financial
or tax advice. Each investor or prospective investor should consult
their own independent legal adviser, business adviser, financial
adviser or tax advisor for legal, business, financial or tax
advice.
Davy, which is regulated in Ireland by the Central Bank of
Ireland is acting as a Joint Bookrunner for the Company and no-one
else in connection with the Placing and is not, and will not be,
responsible to anyone other than the Company for providing the
protections afforded to its clients nor for providing advice in
relation to the Placing and/or any other matter referred to in this
Announcement.
RBC, which is authorised in the United Kingdom by the Prudential
Regulatory Authority and regulated by the FCA and the Prudential
Regulatory Authority, which is authorised and regulated in the
United Kingdom by the FCA is acting for the Company and for no one
else in connection with Placing and is not, and will not be,
responsible to anyone other than the Company for providing the
protections afforded to its clients nor for providing advice in
relation to the Placing and/or any other matter referred to in this
Announcement.
Commerzbank AG and Commerzbank AG, London Branch ("Commerzbank")
are authorised by the German Federal Financial Supervisory
Authority and the European Central Bank. Commerzbank AG, London
Branch is authorised and subject to limited regulation by the
Financial Conduct Authority and Prudential Regulation Authority
(Financial Services Register number: 124920). Commerzbank is acting
for the Company and for no one else in connection with the Placing
and is not, and will not be, responsible to anyone other than the
Company for providing the protections afforded to its clients nor
for providing advice in relation to the Placing and/or any other
matter referred to in this Announcement.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than AIM and
Euronext Growth.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into, or forms part of, this Announcement.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the Product Governance
Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has
determined that the Placing Shares are: (i) compatible with an end
target market of investors who meet the criteria of professional
clients and eligible counterparties, each as defined in MiFID II;
and (ii) eligible for distribution through all distribution
channels as are permitted by MiFID II (the "Target Market
Assessment"). Notwithstanding the Target Market Assessment,
Distributors should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment;
the Placing Shares offer no guaranteed income and no capital
protection; and an investment in the Placing Shares is compatible
only with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources
to be able to bear any losses that may result therefrom. The Target
Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the Placing. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, the Joint Bookrunners and the Co-Lead
Manager will only procure investors who meet the criteria of
professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
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END
ROIDZMGZRNGGGZM
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December 08, 2020 02:00 ET (07:00 GMT)
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