TIDMGRP
RNS Number : 3620F
Greencoat Renewables PLC
21 March 2022
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, THE REPUBLIC OF SOUTH AFRICA OR ANY MEMBER STATE OF THE
EUROPEAN ECONOMIC AREA (OTHER THAN IRELAND, GERMANY, THE
NETHERLANDS OR SWEDEN (TOGETHER THE "ELIGIBLE MEMBER STATES"), AND
THEN, ONLY TO PERSONS IN ELIGIBLE MEMBER STATES WHO ARE NOT RETAIL
INVESTORS), THE UNITED KINGDOM (OTHER THAN TO PERSONS IN THE UNITED
KINGDOM 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.
21 March 2022
Greencoat Renewables PLC
Proposed Placing under Share Issuance Programme to pursue
attractive M&A pipeline across Europe
Greencoat Renewables PLC ("Greencoat Renewables" or "the
Company"), the renewable infrastructure company, invested in
euro-denominated assets, is pleased to announce a proposed placing
by way of a non-pre-emptive issue at a Placing Price of EUR1.12,
under its existing 400 million Share Issuance Programme launched on
4 October 2021.
The Placing Price represents a discount of 6.7 % to the closing
price per Ordinary Share of EUR 1.20 on Euronext Dublin on 18 March
2022 and represents a premium of 6.6 % to the last reported NAV of
105.1 cent per Ordinary Share as at 31 December 2021.
The Company has multiple attractive near-term investment
opportunities under consideration in Ireland and continental
European markets, with c.380 MW currently under exclusivity across
a mix of operating and forward sale opportunities located in
Sweden, France, Spain, and a new Northern Europe market .
Proceeds from the Placing will provide the Company with the
flexibility to execute on assets under exclusivity and meet
obligations under committed forward sale investments, all while
maintaining gearing (currently 43 %) within the Company's target
range of 40-60%.
Ronan Murphy, Non-Executive Chairman of Greencoat Renewables,
said:
"We are pleased to announce a second equity issuance under our
existing Share Issuance Programme launched in October 2021,
reflecting the strength of our pipeline and continued confidence in
our ability to deliver value-accretive growth for shareholders.
The growth and strategic diversification we have achieved in the
business reflects our market-leading position in the Irish market
and our strong relationships and expanding footprint across
continental Europe. Since the launch of the current Share Issuance
Programme, we have acquired our first asset in Sweden and agreed
our first forward-sale transaction in Spain.
We would like to thank our shareholders for their continued
support, as we consistently deliver stable returns and support
Europe's transition to a low-carbon economy."
Irish and European Market Background
Ireland remains an attractive location for investment in wind
assets, with a reliable wind resource and robust regulatory regime,
underpinned by REFIT 2 and its replacement, RESS, which held its
first auction in 2020. The estimated renewable capacity for onshore
wind in Ireland is expected to increase from 4.5GW in 2020 to 8.2GW
in 2030.
The Company has invested c. EUR360m in Irish assets during 2021
and early 2022, increasing its Irish portfolio size by 33%
(including forward sales) since 31 December 2020. Greencoat
Renewables is the largest asset owner, with 16% market share, of
Irish operating wind assets.
The Company continues to see strong investment opportunities
across continental Europe through strong relationships with asset
owners, developers and advisors with a target market of c. 250G W
across the Relevant Countries. The Company has continued its
geographic diversification, having now entered five European
countries, demonstrating the Company's ability to scale into
Europe.
Greencoat Renewables executed transactions in Sweden, Finland
and Spain in 2021 with the acquisition of Erstark South in Sweden
in Q4 2021 and two forward sale commitments to acquire Kokkoneva in
Finland (completion expected in Q2 2022) and Torrubia in Spain
(completion expected in Q4 2022).
Power Prices and NAV
The Company has seen wind generation broadly on budget for the
Q1 period to date. In addition, we have continued to see captured
power prices in Ireland above the current REFIT pricing. We would
expect that the impact of these higher captured power prices so far
in Q1 2022 could contribute, as a standalone assumption, to a Q1
2022 NAV increase of 2c to 3c. However, captured power prices
remains one of several assumptions, including forward power prices
and inflation expectations, that feed into the Q1 2022 NAV.
As a result, the final outcome on the Q1 2022 NAV would be
dependent on a range of those other assumptions, that will be
updated when the Q1 2022 NAV will be released to market on 29 April
2022.
Strength of Acquisition Pipeline
The Company currently has a number of attractive investment
opportunities under consideration in Ireland and target European
markets.
The Company has c. 380MW under exclusivity across a mix of
operating and forward sale opportunities located in Sweden, France,
Spain and a new Northern Europe market, representing a pipeline in
excess of EUR600 million of enterprise value .
The opportunity in the new Northern European market would, if
completed, represent a 50% acquisition of a large operating
offshore wind farm, which would provide a strategic entry point
access to the European offshore wind market with a leading JV
partner.
In addition, obligations under committed forward sale
investments, currently undergoing construction, amount to an
additional c.EUR228 million of proceeds payable on completion by
the Company over the next 12 months.
Use of proceeds
Proceeds from the Placing are expected to be used to partly pay
down the Revolving Credit Facility, which is currently drawn by
EUR75.7 million, provide the Company with the flexibility to
execute on assets under exclusivity and to meet its obligations
under committed forward sale investments, all while maintaining
gearing (currently 43%) within the Company's target range of
40-60%.
Details of the Placing
-- The Placing is being conducted, subject to the satisfaction
of certain conditions, certain of which are described in the
Appendix to this Announcement (which forms part of this
Announcement), through a non-pre-emptive institutional placing
which will be launched immediately following this Announcement and
will be made available to Placees.
-- J&E Davy (trading as Davy) and RBC Europe Limited
(trading as RBC Capital Markets) are acting as Joint Global
Co-Ordinators and Joint Bookrunners and BNP Paribas S.A. (trading
as BNP Paribas) is acting as Joint Bookrunner in respect of the
Placing.
-- The Joint Bookrunners will today commence the Bookbuild
process in respect of the Placing. No commissions will be paid to
Placees or by Placees in respect of any Placing Shares. The book
will open with immediate effect. Members of the public are not
entitled to participate in the Placing.
-- All Placees who participate in the Placing will be required
to make bids for Placing Shares at the Placing Price. The timing of
the closing of the book and allocations are at the discretion of
the Company and the Joint Global Co-Ordinators.
-- The final number of Placing Shares will be determined at the
discretion of the Company and the Joint Global Co-Ordinators at the
close of the bookbuild for the Placing, expected at 12 noon on 31
March 2022, but such bookbuild may close earlier or later at the
absolute discretion of the Company and the Joint Global
Co-Ordinators.
-- The Placing Shares, when issued, will be fully paid and will
rank pari passu in all respects with the existing Ordinary Shares
of the Company, including the right to receive all dividends
(including, for the avoidance of doubt, the Q1 dividend, expected
to be declared in April 2022) and other distributions declared,
made or paid after the date of issue. The Company currently has
approximately 889 million Ordinary Shares in issue.
-- The Appendix to this Announcement (which forms part of the
Announcement) sets out the terms and conditions of the Placing.
Ronan Murphy, who is a Director, intends to participate in the
Placing by subscribing for approximately 17,500 Placing Shares, so
that following completion of the Placing, he will hold c.235,194
Ordinary Shares.
Marco Graziano, who is a Director, intends to participate in the
Placing by subscribing for approximately 25,000 Placing Shares, so
that following completion of the Placing, he will hold c.90,000
Ordinary Shares.
Bertrand Gautier, who is a Partner of Greencoat Capital LLP,
intends to participate in the Placing by subscribing for
approximately 89,285 Placing Shares, so that following completion
of the Placing, he will hold c.167,091 Ordinary Shares.
AIFMD, UK AIFM Regime, SFDR Disclosures
The Company is categorised as an externally managed alternative
investment fund for the purposes of the AIFMD. In accordance with
AIFMD, SFDR and the UK AIFM Regime, 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, SFDR and the UK AIFM
Regime from time to time and which are available on the Company's
website:
http://www.greencoat-renewables.com/investors/disclosures/aifmd.
Applications for Admission to Trading
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 5 April 2022. The Placing is conditional, among other
things, upon Admission becoming effective and the Placing Agreement
not being terminated in accordance with its terms. The Appendix
sets out further information relating to the Bookbuild and the
terms and conditions of the Placing.
By choosing to participate in the Placing and by making an oral
and legally binding offer to acquire Placing Shares, investors will
be deemed to have read and understood this Announcement in its
entirety and to be making such offer on the terms and subject to
the conditions in it, and to be providing the representations,
warranties, indemnities, acknowledgements and undertakings
contained in the Appendix.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notice" section of this Announcement.
Update on the Share Issuance Programme
The Company launched a share issuance programme of up to 400
million Ordinary Shares on 4 October 2021. To date, the Company has
issued approximately 149 million Ordinary Shares under the
programme. The Share Issuance Programme will close on 28 October
2022.
For further information on the Announcement, please contact:
Greencoat Renewables PLC: +44 20 7832 9400
Bertrand Gautier
Paul O'Donnell
Tom Rayner
Davy (Joint Global Co-Ordinator, Joint Bookrunner,
Nomad and Euronext Growth Advisor) +353 1 679 6363
Ronan Veale
Barry Murphy
RBC Capital Markets (Joint Global Co-Ordinator and Joint
Bookrunner) 44 20 7653 4000
Matthew Coakes
Duncan Smith
Elizabeth Evans
BNP Paribas (Joint Bookrunner) +44 20 7595 2000
Billy Quinlan
Tom Snowball
FTI Consulting (Media Enquiries) +353 1 765 0886
Jonathan Neilan
Melanie Farrell
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 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, including the Appendix, and the information
contained herein does not constitute an offer to sell or issue or a
solicitation of an offer to buy or subscribe for Placing Shares in
any jurisdiction including, without limitation, the United States,
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
(a "Prohibited Jurisdiction ") and is not for release, publication
or distribution, directly or indirectly, in whole or in part, in or
into or from a Prohibited Jurisdiction. This Announcement and the
information contained herein are not for publication or
distribution, directly or indirectly, to persons in a Prohibited
Jurisdiction unless permitted pursuant to an exemption under the
relevant local law or regulation in any such jurisdiction. No
action has been taken by the Company, the Global Co-Ordinators ,
the Joint Bookrunner or any of their respective affiliates that
would permit an offer of the Placing Shares or possession or
distribution of this Announcement or any other publicity material
relating to such Placing Shares in any jurisdiction where action
for that purpose is required. Persons receiving this Announcement
are required to inform themselves about and to observe any such
restrictions.
This Announcement does not constitute an offer of securities in
the United States or any other jurisdiction. Securities may not be
offered or sold directly or indirectly in or into the United States
or to, or for the account or benefit of, any US persons (within the
meaning of Regulation S under the US Securities Act ("Regulation
S")) (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. In particular, investors
should note that the Placing Shares have not been and will not be
registered under the US Securities Act or with any securities
regulatory authority of any state or other jurisdiction of the
United States and the Company has not registered, and does not
intend to register, as an investment company under the US
Investment Company Act of 1940, as amended (the "US Investment
Company Act"). The Placing Shares are being offered only to (i) US
Persons who are qualified institutional buyers, as defined in Rule
144A under the US Securities Act, and qualified purchasers, as
defined in Section 2(a)(51) of the US Investment Company Act and
(ii) investors who are not US Persons outside of the United States
in "offshore transactions" as defined in and pursuant to Regulation
S under the US Securities Act. Neither the Investment Manager nor
the Company intend to register any portion of the offering in the
United States or conduct a public offering of securities in the
United States.
In the European Economic Area, this Announcement and any offer
if made subsequently is directed only at "qualified investors"
within the meaning of Article 2(e) of the EU Prospectus Regulation
and professional investors in the following Member States of the
European Economic Area: Ireland, Germany, the Netherlands, and
Sweden (together the "Eligible Member States") where the Investment
Manager has registered marketing of the Company's shares under the
relevant national private placement regime. In Germany, the
Ordinary Shares of the Company may not be distributed to private
investors and semi-professional investors as per the meaning of the
KAGB Capital Investment Code. This Announcement may not be
distributed in any Member State of the European Economic Area which
is an Ineligible Member State and no offers subsequent to it may be
made or accepted in any Ineligible Member State. The attention of
all Shareholders and any prospective investors in the Company,
through the Share Issuance Programme or otherwise, is drawn to
disclosures required to be made under the AIFMD from time to time
and which are available on the Company's website:
http://www.greencoat-renewables.com/investors/disclosures/aifmd
The offer and marketing of the Placing Shares in France will be
exclusively made to, and directed at, investors qualifying as funds
of funds or managers of managed accounts. Accordingly, the Company
has not been authorised and any marketing thereof has not been and
will not be registered with the French Autorité des Marchés
Financiers (the "AMF") and no representative agent has been or will
be appointed in France. This Announcement and/or any other offering
or marketing materials relating to the Placing Shares of the
Company may be available in France solely to funds of funds or
managers of managed accounts at the exclusion of any other type of
investor.
In the United Kingdom, members of the public are not invited to
participate in and are not eligible to take part in the Placing.
Participation in the Placing in the United Kingdom is limited at
all times to persons who are (i) investment professionals within
the meaning of paragraph (5) of Article 19 or high net worth
companies or unincorporated associations within the meaning of
paragraph (2) of Article 49, of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005 (S1 2005/1529); and (ii)
qualified investors within the meaning of the United Kingdom
version of Regulation (EU) 2017/1129 as amended from time to time
which is part of the United Kingdom law by virtue of the European
Union (Withdrawal) Act 2018, as amended (the "UK Prospectus
Regulation") (all such persons together being referred to as
"Relevant Persons "). In the United Kingdom any person who is not a
Relevant Person should not act or rely on this Announcement or any
of its contents.
Any investment, or investment activity to which this
Announcement relates, is available in the United Kingdom to
Relevant Persons only and will be engaged in only with Relevant
Persons. By receiving this Announcement, you are deemed to warrant
to the Company, the Global Co-Ordinators, the Joint Bookrunner and
the Placing Agent that you fall within the categories of person
described above. No ordinary shares in the capital of the Company
have been offered or sold or will be offered or sold to persons in
the United Kingdom prior to publication of this Announcement except
in circumstances which have not resulted in an offer to the public
in the United Kingdom within the meaning of section 102B of the
Financial Services and Markets Act 2000, as amended .
The offer and marketing of the Placing Shares in Switzerland
will be exclusively made to, and directed at, qualified investors
(the "Qualified Investors"), as defined in Article 10(3) of the
Swiss Collective Investment Schemes Act ("CISA") in conjunction
with Article 4(4) of the Swiss Financial Services Act ("FinSA"),
i.e. institutional clients, at the exclusion of professional
clients with opting-out pursuant to Article 5(3) FinSA ("Excluded
Qualified Investors"). Accordingly, the Company has not been and
will not be registered with the Swiss Financial Market Supervisory
Authority ("FINMA") and no representative or paying agent has been
or will be appointed in Switzerland. This Announcement and/or any
other offering or marketing materials relating to the Placing
Shares of the Company may be made available in Switzerland solely
to Qualified Investors, at the exclusion of Excluded Qualified
Investors.
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.
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. Persons
needing advice should consult an independent financial adviser. No
statement in this Announcement is intended to be a profit forecast
and no statement in this Announcement should be interpreted to mean
that earnings per share of the Company for the current or future
financial years would necessarily match or exceed the historical
published earnings per share of the Company.
The Placing Shares to be issued pursuant to the Placing and the
Share Issuance Programme 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.
This Announcement has been issued by and is the sole
responsibility of the Company. Neither the Joint Global
Co-Ordinators , nor the Joint Bookrunner, 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 Global Co-Ordinators or the Joint Bookrunner or any of
their respective affiliates in connection with the Company, the
Placing Shares or the Share Issuance Programme. The Joint Global
Co-Ordinators and the Joint Bookrunner 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 Global Co-Ordinators or the Joint Bookrunner or any of their
respective affiliates as to the accuracy, completeness or
sufficiency of the information contained in this Announcement.
Davy, which is regulated in Ireland by the Central Bank of
Ireland is acting as a Joint Global Co-Ordinator for the Company
and no-one else in connection with the Share Issuance Programme and
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 Share
Issuance Programme, 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, is acting for the Company and for no one else
in connection with the Share Issuance Programme and 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 Share Issuance Programme,
the Placing and/or any other matter referred to in this
Announcement.
BNP Paribas which is authorised and regulated by the European
Central Bank and the Autorité de contrôle prudentiel et de
resolution and Deemed Authorised by the Prudential Regulation
Authority and with deemed variation of permission, subject to
regulation by the Financial Conduct Authority and limited
regulation by the Prudential Regulation Authority, is acting for
the Company and for no one else in connection with the Share
Issuance Programme and 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 Share Issuance Programme, the Placing and/or any
other matter referred to in this Announcement.
In connection with the Placing, each of the Joint Global
Co-Ordinators and the Joint Bookrunner and any of their respective
affiliates, acting as investors for their own accounts, may
purchase Placing Shares and in that capacity may retain, purchase,
sell, offer to sell or otherwise deal for their own accounts in
such Placing Shares and other securities of the Company or related
investments in connection with the Placing or otherwise.
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 investment
decision to buy Placing Shares in the Placing must be made solely
on the basis of publicly available information, which has not been
independently verified by the Joint Global Co-Ordinators or the
Joint Bookrunner.
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.
This Announcement does not constitute a recommendation
concerning any investor's options with respect to the Placing. The
price of shares and any income expected from them may go down as
well as up and investors may not get back the full amount invested
upon disposal of the shares. Past performance is no 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 his, her or its own
legal adviser, business adviser, financial adviser or tax adviser
for legal, financial, business or tax advice.
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 the product governance
requirements contained within Chapter 3 of the FCA Handbook Product
Intervention and Product Governance Sourcebook (the "UK Product
Governance Requirements") and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the MiFID Product Governance
Requirements and UK 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 as defined in MiFID
II and Regulation (EU) NO 600/2014 as it forms part of United
Kingdom domestic law by virtue of the EUWA; (ii) eligible
counterparties, as defined in MiFID II and the FCA's Conduct of
Business Sourcebook ("COBS") and (iii) eligible for distribution
through all distribution channels as are permitted by MiFID II and
the UK Product Governance Requirements (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 Global Co-Ordinators and the
Joint Bookrunner 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 COBS; 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.
DEFINITIONS USED IN THIS ANNOUNCEMENT
"Admission" means admission of the Placing Shares to trading on
AIM and Euronext Growth under the Share Issuance Programme;
"AIFMD" means Alternative Investment Fund Managers Directive
(Directive 2011/61/EU);
"AIM" means the Alternative Investment Market, a market
regulated by the London Stock Exchange;
" Announcement " means this announcement including the
Appendix;
" BNP Paribas " means BNP Paribas S.A. (trading as BNP Paribas)
or any of its subsidiary undertakings;
" Bookbuild " means a bookbuilding process in respect of the
Placing;
"Davy" means J&E Davy, trading as Davy including its
affiliate Davy Corporate Finance and other affiliates, or any of
its subsidiary undertakings;
"Director" means a director of the Company;
"Eligible Member State" means Ireland, Germany, the Netherlands
and Sweden;
"Euroclear Bank" means Euroclear Bank SA/NV;
"Euroclear System" means the central securities depositary
system operated by Euroclear Bank;
"Euronext Dublin" means the Irish Stock Exchange plc trading as
Euronext Dublin;
"Euronext Growth" means the Euronext Growth market, a market
operated by Euronext Dublin (formerly known as the Enterprise
Securities Market);
"EUWA" means the European Union (Withdrawal) Act 2018 of the
United Kingdom;
"FCA" means the Financial Conduct Authority of the United
Kingdom;
"FPO" means the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 as amended;
"FSMA" means the Financial Services and Markets Act 2000 of the
United Kingdom;
"Ineligible Member State" means any Member State of the European
Economic Area which is not an Eligible Member State;
"Investment Manager" means Greencoat Capital LLP;
" Joint Bookrunner " means BNP Paribas;
"Joint Global Co-Ordinators " and each a "Joint Global
Co-Ordinator" means Davy and RBC;
"London Stock Exchange" or "LSE" means the London Stock Exchange
plc;
"MAR" means the Market Abuse Regulation (EU) No 596/2014;
"New Shares" means the new Ordinary Shares to be issued pursuant
to the Placing;
"Ordinary Share" means an ordinary share of EUR0.01 each in the
capital of the Company;
"Placees " means new and existing eligible investors under the
Share Issuance Programme;
"Placing" means the placing of the Placing Shares pursuant to
the Share Issuance Programme described in this Announcement;
"Placing Agreement" means the placing agreement between the
Company, the Investment Manager, the Joint Global Co-Ordinators and
the Joint Bookrunner dated 21 March 2022 ;
"Placing Price" means EUR1.12 per Placing Share;
"Placing Shares" means the Ordinary Shares that the Company is
seeking to issue in the Placing at the Placing Price;
"Prohibited Jurisdiction" means any jurisdiction including,
without limitation, the United States, Canada, Australia, New
Zealand, Japan, the Republic of South Africa or any other
jurisdiction in which an offer or solicitation of New Shares is or
may be unlawful;
"Prospectus Regulation" means EU Regulation 2017/1129;
"Q1 Dividend" means the dividend to be paid by the Company with
respect to the quarter ending on 31 March 2022, expected to be
declared in April 2022;
"RBC" means RBC Europe Limited (trading as RBC Capital
Markets);
"Relevant Countries" means Belgium, Finland, France, Germany,
the Netherlands, Denmark, Norway, Sweden, Spain and Portugal;
"SFDR" means Regulation (EU) 2019/2088 on sustainability related
disclosure in the financial sector.
"Securities Act" means the US Securities Act of 1933, as
amended.
"Share Issuance Programme" means the share issuance programme
approved by the Company's shareholders on 28 October 2021 to issue
up to 400 million new Ordinary Shares;
"Shareholder" means a registered holder of an Ordinary
Share;
"UK MAR" means MAR as it forms part of United Kingdom domestic
law by virtue of the EUWA;
"UK AIFM Regime" means the Alternative Investment Fund Managers
Regulations 2013 (as amended by The Alternative Investment Fund
Managers (Amendment etc.) (EU Exit) Regulations 2019) and Chapter
3.2 of the Investment Funds Sourcebook (FUND) forming part of the
FCA Handbook;
"UK Prospectus Regulation" means the Prospectus Regulation as it
forms part of United Kingdom domestic law by virtue of the EUWA;
and
"US Person" has the meaning set out in the Securities Act.
APPIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR PLACEES ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT AND
REFERRED TO HEREIN ARE DIRECTED ONLY AT PERSONS SELECTED BY THE
JOINT GLOBAL CO-ORDINATORS OR THE JOINT BOOKRUNNER:
(A) WHO ARE IN the following Member States of the European
Economic Area: Ireland, Germany, the Netherlands and Sweden
(together, the "eligible member states") who are "professional
investors" for the purposes of directive 2011/61/EU as amended (the
"alternative investment fund managers directive" or "AIFMD");
OR
(B) WHO ARE IN THE UNITED KINGDOM AND WHO ARE : (I) INVESTMENT
PROFESSIONALS WITHIN THE MEANING OF PARAGRAPH (5) OF ARTICLE 19 OR
HIGH NET WORTH COMPANIES OR UNINCORPORATED ASSOCIATIONS WITHIN THE
MEANING OF PARAGRAPH (2) OF ARTICLE 49, OF THE FINANCIAL SERVICES
AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (S1
2005/1529); AND (II) QUALIFIED INVESTORS WITHIN THE MEANING OF THE
UNITED KINGDOM VERSION OF REGULATION (EU) 2017/1129 AS AMED FROM
TIME TO TIME WHICH IS PART OF UNITED KINGDOM LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMED (THE "UK PROSPECTUS
REGULATION") ; OR
(C) TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED,
(ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS").
THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN
MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT
PERSONS. DISTRIBUTION OF THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS
MAY BE RESTRICTED OR PROHIBITED BY LAW. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO
SO.
THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES, CANADA, AUSTRALIA, NEW ZEALAND, JAPAN, THE REPUBLIC OF
SOUTH AFRICA OR ANY INELIGIBLE MEMBER STATE OR ANY JURISDICTION IN
WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT (AND THE INFORMATION CONTAINED HEREIN) DOES NOT
CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES,
CANADA, AUSTRALIA, NEW ZEALAND, JAPAN, THE REPUBLIC OF SOUTH
AFRICA, ANY INELIGIBLE MEMBER STATE OR IN ANY OTHER JURISDICTION IN
WHICH THE SAME WOULD BE UNLAWFUL (EACH A "PROHIBITED
JURISDICTION").
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF SECURITIES IN
THE UNITED STATES OR ANY OTHER JURISDICTION. SECURITIES MAY NOT BE
OFFERED OR SOLD DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES
OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY US PERSONS (WITHIN THE
MEANING OF REGULATION S UNDER THE US SECURITIES ACT ("REGULATION
S")) (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. IN PARTICULAR, INVESTORS
SHOULD NOTE THAT THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE US SECURITIES ACT OR WITH ANY SECURITIES
REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE
UNITED STATES AND THE COMPANY HAS NOT REGISTERED, AND DOES NOT INT
TO REGISTER, AS AN INVESTMENT COMPANY UNDER THE US INVESTMENT
COMPANY ACT OF 1940, AS AMED (THE "US INVESTMENT COMPANY ACT"). THE
PLACING SHARES ARE BEING OFFERED ONLY TO (I) US PERSONS WHO ARE
QUALIFIED INSTITUTIONAL BUYERS, AS DEFINED IN RULE 144A UNDER THE
US SECURITIES ACT, AND QUALIFIED PURCHASERS, AS DEFINED IN SECTION
2(A)(51) OF THE US INVESTMENT COMPANY ACT AND (II) INVESTORS WHO
ARE NOT US PERSONS OUTSIDE OF THE UNITED STATES IN "OFFSHORE
TRANSACTIONS" AS DEFINED IN AND PURSUANT TO REGULATION S UNDER THE
US SECURITIES ACT. NEITHER THE INVESTMENT MANAGER NOR THE COMPANY
INT TO REGISTER ANY PORTION OF THE OFFERING IN THE UNITED STATES OR
CONDUCT A PUBLIC OFFERING OF SECURITIES IN THE UNITED STATES.
This Announcement and any offer if made subsequently is directed
only at professional investors in the following Member States of
the European Economic Area: Ireland, Germany, the Netherlands and
Sweden (together the "Eligible Member States") where the Investment
Manager has registered marketing of the Company's shares under the
relevant national private placement regime.
This Announcement and the information contained herein are not
for publication or distribution, directly or indirectly, to persons
in a Prohibited Jurisdiction unless permitted pursuant to an
exemption under the relevant local law or regulation in any such
jurisdiction. No action has been taken by Greencoat Renewables PLC
(the "Company"), the Joint Global Co-Ordinators or the Joint
Bookrunner or any of their respective Affiliates (as defined below)
that would permit an offer of the Placing Shares or possession or
distribution of this Announcement or any other publicity material
relating to such Placing Shares in any jurisdiction where action
for that purpose is required. Persons receiving this Announcement
are required to inform themselves about and to observe any such
restrictions. Any investment or investment activity to which this
Announcement and the information contained herein relate is
available only to Relevant Persons.
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.
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. Persons
needing advice should consult an independent financial adviser. No
statement in this Announcement is intended to be a profit forecast
and no statement in this Announcement should be interpreted to mean
that earnings per share of the Company for the current or future
financial years would necessarily match or exceed the historical
published earnings per share of the Company.
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 the product governance
requirements contained within Chapter 3 of the FCA Handbook Product
Intervention and Product Governance Sourcebook (the "UK Product
Governance Requirements") and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the MiFID Product Governance
Requirements and UK 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 as defined in MiFID
II and Regulation (EU) NO 600/2014 as it forms part of United
Kingdom domestic law by virtue of the EUWA; (ii) eligible
counterparties, as defined in MiFID II and the FCA's Conduct of
Business Sourcebook ("COBS") and (iii) eligible for distribution
through all distribution channels as are permitted by MiFID II and
the UK Product Governance Requirements (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 Global Co-Ordinators and the
Joint Bookrunner 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 COBS; 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.
Davy, which is regulated in Ireland by the Central Bank of
Ireland is acting as a Joint Global Co-Ordinator for the Company
and no-one else in connection with the Share Issuance Programme and
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 Share
Issuance Programme, 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, is acting for the Company and for no one else
in connection with the Share Issuance Programme and 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 Share Issuance Programme,
the Placing and/or any other matter referred to in this
Announcement.
BNP Paribas which is authorised and regulated by the European
Central Bank and the Autorité de contrôle prudentiel et de
resolution and Deemed Authorised by the Prudential Regulation
Authority and with deemed variation of permission, subject to
regulation by the Financial Conduct Authority and limited
regulation by the Prudential Regulation Authority, is acting for
the Company and for no one else in connection with the Share
Issuance Programme and 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 Share Issuance Programme, the Placing and/or any
other matter referred to in this Announcement.
By participating in the Placing, each person who is invited to
and who chooses to participate in the Placing (a "Placee") by
making or accepting an oral offer to take up Placing Shares is
deemed to have read and understood this Announcement in its
entirety (including this Appendix) and to be providing the
representations, warranties, undertakings, agreements and
acknowledgements contained herein.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
REGULATORY, TAX, BUSINESS AND RELATED ASPECTS OF AN ACQUISITION OF
PLACING SHARES.
Details of the Placing Agreement and the Placing Shares
The Company has today entered into a placing agreement (the
"Placing Agreement") with the Joint Global Co-Ordinators, the Joint
Bookrunner and the Investment Manager. Pursuant to the Placing
Agreement, the Joint Global Co-Ordinators and the Joint Bookrunner
have severally agreed to use their respective reasonable endeavours
to procure subscribers for the Placing Shares at the Placing Price
on the Admission Date (the "Placing").
The Placing Shares will, when issued be subject to the articles
of association of the Company, be credited as fully paid and will
rank pari passu in all respects with each other and with the
existing Ordinary Shares in the capital of the Company, including
the right to receive dividends and other distributions declared,
made or paid in respect of the Ordinary Shares after the date of
issue of the Placing Shares.
The Placing Shares will be issued free of any encumbrance, lien
or other security interest.
Application for listing and admission to trading
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 ("Admission"). It is expected
that Admission will become effective on or around 8.00 a.m.
(Dublin/London time) on 5 April 2022, and that dealings in the
Placing Shares will commence at that time.
Bookbuild
Commencing today, the Joint Global Co-Ordinators will be
conducting a bookbuilding process (the "Bookbuild") to determine
demand for participation in the Placing by Placees. This
Announcement gives details of the terms and conditions of, and the
mechanics of participation in, the Placing.
Participation in, and principal terms of, the Bookbuild
Participation in the Placing will only be available to persons
who may lawfully be, and are, invited to participate by the Joint
Global Co-Ordinators (or either of them). The Joint Global
Co-Ordinators, the Joint Bookrunner and their respective Affiliates
are entitled to participate as Placees in the Bookbuild.
The books will open with immediate effect. The Bookbuild is
expected to close not later than 12 noon (Dublin/London time) on 31
March 2022 but may be closed earlier at the discretion of the Joint
Global Co-Ordinators. A further announcement will be made following
the close of the Bookbuild detailing the number of Placing Shares
which are being placed (the "Placing Results Announcement"). The
Joint Global Co-Ordinators may, in agreement with the Company,
accept bids that are received after the Bookbuild has closed.
A bid in the Bookbuild will be made on the terms and conditions
in this Announcement and will be legally binding on the Placee on
behalf of which it is made and, except with the Joint Global
Co-Ordinators' consent, will not be capable of variation or
revocation after the close of the Bookbuild.
A Placee who wishes to participate in the Bookbuild should
communicate its bid by telephone to the usual sales contact at Davy
or RBC. Each bid should state the number of Placing Shares which
the prospective Placee wishes to subscribe for at the Placing
Price. If successful, the relevant Joint Global Co-Ordinator will
re-contact and confirm orally to Placees following the close of the
Bookbuild the size of their respective allocations and a trade
confirmation will be dispatched as soon as possible thereafter. The
relevant Joint Global Co-Ordinator's oral confirmation of the size
of allocations and each Placee's oral commitments to accept the
same will constitute an irrevocable legally binding agreement upon
such person (who will at that point become a Placee) in favour of
the Company and such Joint Global Co-Ordinator pursuant to which
each such Placee will be required to accept the number of Placing
Shares allocated to the Placee at the Placing Price and otherwise
on the terms and subject to the conditions set out herein and in
accordance with the Company's articles of association. Each
Placee's allocation and commitment will be evidenced by a trade
confirmation issued to such Placee by the Joint Global
Co-Ordinator. The terms of this Appendix will be deemed
incorporated in that trade confirmation. Each such Placee will have
an immediate, separate, irrevocable and binding obligation, owed to
the relevant Joint Global Co-Ordinator, to pay it or (as it may
direct) one of its Affiliates in cleared funds an amount equal to
the product of the Placing Price and the number of Placing Shares
allocated to such Placee. By participating in the Bookbuild, each
Placee agrees that its rights and obligations in respect of the
Placing will terminate only in the circumstances described below
and will not be capable of rescission or termination by the Placee
after confirmation (oral or otherwise) by a Joint Global
Co-Ordinator.
The Joint Global Co-Ordinators reserve the right to scale back
the number of Placing Shares to be subscribed by any Placee in the
event of an oversubscription under the Placing. The acceptance of
offers shall be at the absolute discretion of the Joint Global
Co-Ordinators and the Company. The Joint Global Co-Ordinators shall
be entitled to effect the Placing by such alternative method to the
Bookbuild as they shall in their absolute discretion determine. The
Company reserves the right (upon agreement with the Joint Global
Co-Ordinators) to reduce or seek to increase the amount to be
raised pursuant to the Placing.
To the fullest extent permissible by law, neither Joint Global
Co-Ordinator, the Joint Bookrunner, nor any holding company
thereof, any subsidiary thereof, any subsidiary of any such holding
company, any branch, affiliate or associated undertaking of any
such company nor any of their respective directors, officers and
employees (each an "Affiliate") nor any person acting on their
behalf shall have any liability to Placees (or to any other person
whether acting on behalf of a Placee or otherwise). In particular,
neither Joint Global Co-Ordinator, nor any of their respective
Affiliates nor any person acting on their behalf shall have any
liability (including, to the extent legally permissible, any
fiduciary duties), in respect of its conduct of the Bookbuild or of
such alternative method of effecting the Placing as the Joint
Global Co-Ordinators and the Company may determine. No commissions
will be paid to Placees or by Placees in respect of any Placing
Shares.
Each Placee's obligations will be owed to the Company and to the
relevant Joint Global Co-Ordinator or the Joint Bookrunner.
Following the oral confirmation referred to above, each Placee will
also have an immediate, separate, irrevocable and binding
obligation, owed to the Company and the relevant Joint Global
Co-Ordinator as agent of the Company, to pay to the relevant Joint
Global Co-Ordinator (or as it may direct) in cleared funds an
amount equal to the product of the Placing Price and the number of
Placing Shares such Placee has agreed to acquire.
All obligations of the Joint Global Co-Ordinators and the Joint
Bookrunner under the Placing Agreement will be subject to
fulfilment of the conditions referred to below under "Conditions of
the Placing".
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms.
The obligations of the Joint Global Co-Ordinators and the Joint
Bookrunner under the Placing Agreement are conditional, inter alia,
on:
1. none of the representations and warranties on the part of the
Company and the Investment Manager contained in the Placing
Agreement being untrue or inaccurate, in any material respect, or
misleading on and as of the date of the Placing Agreement and at
all times between the date of the Placing Agreement and Admission,
as though they had been given and made by reference to the facts
and circumstances then subsisting;
2. the performance by the Company and the Investment Manager of
their respective obligations and undertakings under the Placing
Agreement insofar as they fall to be performed prior to Admission;
and
3. Admission occurring not later than 8.00 a.m. (Dublin/London
time) on 5 April 2022 or such later time as the Company and the
Joint Global Co-Ordinators may agree in writing (but in any event
not later than 8.00 a.m. (Dublin/London time) on 12 April 2022
).
If (a) any condition is not satisfied in all respects (or to the
extent permitted under the Placing Agreement waived by the Joint
Global Co-Ordinators on behalf of themselves and on behalf of the
Joint Bookrunner), or (b) the Placing Agreement is terminated in
the circumstances specified below, the Placing will lapse and each
Placee's rights and obligations hereunder shall cease and determine
at such time and no claim may be made by a Placee in respect
thereof. None of the Joint Global Co-Ordinators, the Joint
Bookrunner or the Company, or any of their respective Affiliates
shall have any liability to any Placee (or to any other person
whether acting on behalf of a Placee or otherwise) in respect of
any decision it may make as to whether or not to waive or to extend
the time and/or date for the satisfaction of any condition in the
Placing Agreement or in respect of the Placing generally.
By participating in the Placing, each Placee agrees that its
rights and obligations hereunder terminate only in the
circumstances described below under "Right to terminate under the
Placing Agreement" and will not be capable of rescission or
termination by the Placee.
Right to terminate under the Placing Agreement
The Joint Global Co-Ordinators may (on behalf of themselves and
on behalf of the Joint Bookrunner), at any time before Admission,
terminate the Placing Agreement by giving notice to the Company and
the Investment Manager if, inter alia:
1. there has been a breach, by the Company or the Investment
Manager, of any of the representations, warranties or undertakings
in the Placing Agreement which, in the good faith opinion of either
of the Joint Global Co-Ordinators, is material; or
2. it comes to the notice of the Joint Global Co-Ordinators that
any statement contained in this Announcement, or any other document
or announcement issued or published by or on behalf of the Company
in connection with the Placing, is or has become untrue, incorrect
or misleading and which, in the good faith opinion of either of the
Joint Global Co-Ordinators, is material; or
3. in the reasonable opinion of either of the Joint Global
Co-Ordinators there shall have been a material adverse change
(whether or not foreseeable at the date of the Placing Agreement)
in the condition (financial, operational, legal or otherwise) or in
the trading position, earnings, management, business, solvency, or
prospects of the Company, the Group or Investment Manager, whether
or not arising in the ordinary course of business; or
4. there occurs, in the good faith opinion of either of the
Joint Global Co-Ordinators, any material adverse change in the
financial markets in the United States, the United Kingdom or in
any member or associate member of the European Union or the
international financial markets, any outbreak or escalation of
hostilities, war, act of terrorism, declaration of emergency or
martial law or other calamity or crisis or event or any change or
development involving a prospective change in national or
international political, financial, economic, monetary or market
conditions or currency exchange rates or controls, the effect of
which (either singly or together) is such as to make it in the good
faith judgement of either of the Joint Global Co-Ordinators
impracticable or inadvisable to market the Placing Shares or to
enforce contracts for sale of or subscription for the Placing
Shares, or which may prejudice the success of the Placing or
dealings in Placing Shares in the secondary market.
By participating in the Placing, each Placee agrees with the
Joint Global Co-Ordinators that the exercise (or the refraining
from exercise) by the Joint Global Co-Ordinators of any right of
termination or other discretion under the Placing Agreement shall
be within the absolute discretion of the Joint Global Co-Ordinators
and that the Joint Global Co-Ordinators need not make any reference
to the Placees in this regard and that, to the fullest extent
permitted by law, the Joint Global Co-Ordinators shall have no
liability whatsoever to the Placees in connection with any such
exercise.
Lock-up
The Company has undertaken to the Joint Global Co-Ordinators
that, between the date of the Placing Agreement and 180 days after
Admission, it will not, without the prior written consent of the
Joint Global Co-Ordinators enter into certain transactions
involving or relating to the Ordinary Shares, subject to certain
carve-outs agreed between the Joint Global Co-Ordinators and the
Company.
By participating in the Placing, Placees agree that the exercise
by the Joint Global Co-Ordinators of any power to grant consent to
waive the undertaking by the Company of a transaction which would
otherwise be subject to the lock-up under the Placing Agreement
shall be within the absolute discretion of the Joint Global
Co-Ordinators and that they need not make any reference to, or
consultation with, Placees and that they shall have no liability to
Placees whatsoever in connection with any such exercise of the
power to grant consent.
No prospectus or admission document
No prospectus or admission document has been or will be prepared
in relation to the Placing and no such prospectus or admission
document is required (in accordance with the Prospectus Regulation,
the UK Prospectus Regulation or the AIM Rules and Euronext Growth
Rules respectively) to be published and Placees' commitments will
be made solely on the basis of the information contained in this
Announcement and any information previously published by or on
behalf of the Company by notification to a Regulatory Information
Service. Each Placee, by accepting a participation in the Placing,
agrees that the content of this Announcement is exclusively the
responsibility of the Company and confirms to the Joint Global
Co-Ordinators, the Joint Bookrunner and the Company that it has
neither received nor relied on any information, representation,
warranty or statement made by or on behalf of the Joint Global
Co-Ordinators or the Joint Bookrunner (other than the amount of the
relevant Placing participation in the oral confirmation given to
Placees by the Joint Global Co-Ordinators (or either of them) and
the trade confirmation referred to below), any of their respective
Affiliates, nor any persons acting on their behalf or the Company
and neither the Joint Global Co-Ordinators nor the Joint Bookrunner
nor any of their respective Affiliates, any persons acting on their
behalf, nor the Company will be liable for the decision of any
Placee to participate in the Placing based on any other
information, representation, warranty or statement which the Placee
may have obtained or received (regardless of whether or not such
information, representation, warranty or statement was given or
made by or on behalf of any such persons). By participating in the
Placing, each Placee acknowledges to and agrees with each Joint
Global Co-Ordinator (for itself and as agent for the Company) and
with the Joint Bookrunner (for itself and as agent for the Company)
that, except in relation to the information contained in this
Announcement, it has relied on its own investigation of the
business, financial or other position of the Company in deciding to
participate in the Placing. Nothing in this paragraph shall exclude
the liability of any person for fraudulent misrepresentation.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN
IE00BF2NR112) following Admission will take place within the
central securities depositary system administered by Euroclear Bank
SA/NV ("Euroclear Bank") (the "Euroclear System"), using the
delivery versus payment mechanism, subject to certain exceptions.
Subject to certain exceptions, the Joint Global Co-Ordinators
reserve the right to require settlement for and delivery of the
Placing Shares to Placees by such other means that they deem
necessary, if delivery or settlement is not possible or practicable
within the Euroclear System within the timetable set out in this
Announcement or would not be consistent with the regulatory
requirements in the Placee's jurisdiction.
Each Placee allocated Placing Shares in the Placing will be sent
a trade confirmation stating the number of Placing Shares allocated
to it, the Placing Price, the aggregate amount owed by such Placee
and settlement instructions. Placees should settle against
Euroclear ID: EC 66909 for Davy, Euroclear ID: 12490 for RBC and
Euroclear ID: 99290 for BNP Paribas. It is expected that such trade
confirmation will be despatched on 1 April 2022 and that this will
also be the trade date. Each Placee agrees that it will do all
things necessary to ensure that delivery and payment is completed
in accordance with either the standing Euroclear system or
certificated settlement instructions which it has in place with the
Joint Global Co-Ordinators or the Joint Bookrunner (as the case may
be).
It is expected that settlement will be on 5 April 2022 on a DVP
basis in accordance with the instructions set out in the trade
confirmation unless otherwise notified by the Joint Global
Co-Ordinators.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above the base rate of
SONIA as determined by the Joint Global Co-Ordinators.
Each Placee is deemed to agree that if it does not comply with
these obligations, the Joint Global Co-Ordinators or the Joint
Bookrunner may sell any or all of the Placing Shares allocated to
the Placee on such Placee's behalf and retain from the proceeds,
for the Joint Global Co-Ordinators' or the Joint Bookrunner's own
account and profit, an amount equal to the aggregate amount owed by
the Placee plus any interest due. The Placee will, however, remain
liable for any shortfall below the aggregate amount owed by such
Placee and it may be required to bear any stamp duty or stamp duty
reserve tax (together with any interest or penalties) which may
arise upon the sale of such Placing Shares on such Placee's
behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, the Placee should ensure that the trade
confirmation is copied and delivered immediately to the relevant
person within that organisation.
Insofar as Placing Shares are registered in the Placee's name or
that of its nominee or in the name of any person for whom the
Placee is contracting as agent or that of a nominee for such
person, such Placing Shares will, subject as provided below, be so
registered free from any liability to stamp duty or stamp duty
reserve tax. If there are any circumstances in which any other
stamp duty or stamp duty reserve tax is payable in respect of the
issue of the Placing Shares, none of the Joint Global
Co-Ordinators, the Joint Bookrunner or the Company shall be
responsible for the payment thereof. Placees will not be entitled
to receive any fee or commission in connection with the
Placing.
Representations and Warranties
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf):
1. represents and warrants that it has read and understood this
Announcement in its entirety (including this Appendix) and
acknowledges that its participation in the Placing will be governed
by the terms of this Announcement (including this Appendix);
2. acknowledges that no prospectus, admission document or
offering document has been or will be prepared in connection with
the Placing; and it has not received and will not receive a
prospectus, admission document or other offering document in
connection with the Bookbuild, the Placing or the Placing
Shares;
3. agrees to indemnify on an after-tax basis and hold harmless
each of the Company, the Joint Global Co-Ordinators and the Joint
Bookrunner, their respective Affiliates and any person acting on
their behalf from any and all costs, claims, liabilities and
expenses (including legal fees and expenses) arising out of or in
connection with any breach of the representations, warranties,
acknowledgements, agreements and undertakings in this Announcement
and further agrees that the provisions of this Announcement shall
survive after completion of the Placing;
4. acknowledges that the Placing Shares of the Company will be
admitted to trading on Euronext Growth and AIM, and the Company is
therefore required to publish certain business and financial
information in accordance with the rules and practices of Euronext
Dublin, the London Stock Exchange, the Market Abuse Regulation (EU
Regulation No. 596/2014 ("MAR") and MAR as it forms part of United
Kingdom domestic law by virtue of the EUWA (collectively, the
"Exchange Information") and that the Placee is able to obtain or
access the Exchange Information without undue difficulty;
5. acknowledges that none of the Joint Global Co-Ordinators or
the Joint Bookrunner or any of their respective Affiliates or any
person acting on their behalf has provided, and will not provide it
with any material or information regarding the Placing Shares or
the Company; nor has it requested the Joint Global Co-Ordinators or
the Joint Bookrunner or any of their respective Affiliates or any
person acting on their behalf to provide it with any such material
or information;
6. acknowledges that the content of this Announcement is
exclusively the responsibility of the Company and that none of the
Joint Global Co-Ordinators or the Joint Bookrunner or any of their
respective Affiliates or any person acting on their behalf will be
responsible for or shall have any liability for any information,
representation or statement relating to the Company contained in
this Announcement or any information previously published by or on
behalf of the Company and none of the Joint Global Co-Ordinators or
the Joint Bookrunner or any of their respective Affiliates or any
person acting on their behalf will be liable for any Placee's
decision to participate in the Placing based on any information,
representation or statement contained in this Announcement or
otherwise. Each Placee further represents, warrants and agrees that
the only information on which it is entitled to rely and on which
such Placee has relied in committing to subscribe for the Placing
Shares is contained in this Announcement and any Exchange
Information, such information being all that it deems necessary to
make an investment decision in respect of the Placing Shares, and
that it has relied on its own investigation with respect to the
Placing Shares and the Company in connection with its decision to
subscribe for the Placing Shares and acknowledges that it is not
relying on any investigation that the Joint Global Co-Ordinators or
the Joint Bookrunner or any of their respective Affiliates or any
person acting on their behalf may have conducted with respect to
the Placing Shares or the Company and none of such persons has made
any representations to it, express or implied, with respect
thereto;
7. acknowledges that it has knowledge and experience in
financial, business and international investment matters as is
required to evaluate the merits and risks of subscribing for the
Placing Shares. It further acknowledges that it is experienced in
investing in securities of this nature and is aware that it may be
required to bear, and is able to bear, the economic risk of, and is
able to sustain, a complete loss in connection with the Placing. It
has had sufficient time to consider and conduct its own
investigation with respect to the offer and subscription for the
Placing Shares, including the tax, legal and other economic
considerations and has relied upon its own examination and due
diligence of the Company and its affiliates taken as a whole, and
the terms of the Placing, including the merits and risks
involved;
8. represents and warrants that if it has received any inside
information (for the purposes of the MAR or other applicable law)
about the Company in advance of the Placing, it has not (a) dealt
(or attempted to deal) in the securities of the Company; (b)
encouraged, recommended or induced another person to deal in the
securities of the Company; or (c) unlawfully disclosed such
information to any person, prior to the information being made
publicly available;
9. acknowledges that it has not relied on any information
relating to the Company contained in any research reports prepared
by the Joint Global Co-Ordinators or the Joint Bookrunner or their
respective Affiliates or any person acting on their behalf and
understands that (i) none of the Joint Global Co-Ordinators or the
Joint Bookrunner or any of their respective Affiliates or any
person acting on their behalf has or shall have any liability for
public information or any representation; (ii) none of the Joint
Global Co-Ordinators or the Joint Bookrunner or any of their
respective Affiliates or any person acting on their behalf has or
shall have any liability for any additional information that has
otherwise been made available to such Placee, whether at the date
of publication, the date of this Announcement or otherwise; and
that (iii) none of the Joint Global Co-Ordinators or the Joint
Bookrunner or any of their respective Affiliates or any person
acting on their behalf makes any representation or warranty,
express or implied, as to the truth, accuracy or completeness of
such information, whether at the date of publication, the date of
this Announcement or otherwise;
10. represents and warrants that (i) it is entitled to acquire
the Placing Shares under the laws and regulations of all relevant
jurisdictions which apply to it; (ii) it has fully observed such
laws and regulations and obtained all such governmental and other
guarantees and other consents and authorities which may be required
thereunder and complied with all necessary formalities; (iii) it
has all necessary capacity to commit to participation in the
Placing and to perform its obligations in relation thereto and will
honour such obligations; (iv) it has paid any issue, transfer or
other taxes due in connection with its participation in any
territory; and (v) it has not taken any action which will or may
result in the Company, the Joint Global Co-Ordinators, the Joint
Bookrunner or any of their respective Affiliates or any person
acting on their behalf being in breach of the legal and/or
regulatory requirements of any territory in connection with the
Placing;
11. represents and warrants that it and each account it
represents is not, and at the time the Placing Shares are
subscribed for, neither it nor the beneficial owner of the Placing
Shares will be, a citizen, resident or national of Canada,
Australia (unless otherwise specifically agreed with the Joint
Global Co-Ordinators), New Zealand, Japan, the Republic of South
Africa, any Ineligible Member State or any jurisdiction in which it
would be unlawful to make or accept an offer of the Placing Shares
and acknowledges that the Placing Shares have not been and will not
be registered under the securities legislation of Canada,
Australia, New Zealand, Japan, the Republic of South Africa, or any
Ineligible Member State and, subject to certain exceptions, may not
be offered, sold, transferred, taken up, renounced, distributed or
delivered, directly or indirectly, within or into those
jurisdictions;
12. undertakes that it will not distribute, forward, transfer or
otherwise transmit this Announcement or any other materials
concerning the Placing (including any electronic copies thereof),
in or into the United States, Canada, Australia, New Zealand, Japan
the Republic of South Africa or any Ineligible Member State;
13. represents and warrants that it understands that the Placing
Shares have not been and will not be registered under the
Securities Act or under the securities laws of any state or other
jurisdiction of the United States and may only be acquired by
non-US Persons in "offshore transactions" as defined in and
pursuant to Regulation S under the Securities Act or in
transactions exempt from or not subject to the registration
requirements of the Securities Act;
14. if it is a US Person, it is a "qualified institutional
buyer" ("QIB") as defined in Rule 144A under the Securities Act and
the rules of the U.S. Securities Exchange Commission thereunder
that is also a "qualified purchaser" ("QP") as defined in Section
2(a)(51) of the US Investment Company Act of 1940, as amended (the
"Investment Company Act"), and has acknowledged and complied with
all of the requirements as set out under the heading "United States
Purchase and Transfer Restrictions" below, including the delivery
of a signed investor representation letter to the Company and the
Joint Bookrunners or (b) it is not a US Person, that (i) the
Placing Shares have not been or will be registered under the
Securities Act and are being offered outside the United States in
compliance with Regulation S and that it is purchasing such Placing
Shares outside the United States in compliance with such
regulations; (ii) the Company has not registered, and does not
intend to register, as an investment company under the Investment
Company Act and the Placing Shares may only be transferred under
circumstances which will not result in the Company being required
to register under the Investment Company Act and (iii) that, in
each case, it agrees to sell, transfer, assign, pledge or otherwise
dispose of the Placing Shares to non -- US Persons in "offshore
transactions" as defined in and in compliance with Regulation S
(which includes, for the avoidance of doubt, any bona fide sale on
the London Stock Exchange's Alternative Investment Market) or in
transactions that are exempt from registration under the Securities
Act and do not require the Company to register under the Investment
Company Act;
15. represents and warrants that, if it is a financial
intermediary, as that term is used in Article 5(1) of the
Prospectus Regulation and Article 5(1) of the UK Prospectus
Regulation, the Placing Shares purchased by it in the Placing will
not be acquired on a non-discretionary basis on behalf of, nor will
they be acquired with a view to their offer or resale to, persons
in an Ineligible Member State or an Eligible Member State or the
United Kingdom other than to persons (i) who are: "qualified
investors" as defined in Article 2(e) of the Prospectus Regulation
or Article 2(e) of the UK Prospectus Regulation or who otherwise
fall within Article 1(4)(a) to (d) of the Prospectus Regulation or
Article 1(4)(a) to (d) of the UK Prospectus Regulation (and which
circumstances do not result in any requirement for the publication
of a prospectus pursuant to Article 3 of the Prospectus Regulation
or the UK Prospectus Regulation (as the case may be)) and in each
case (ii) who, if they are in Ireland, the United Kingdom, Germany,
the Netherlands or Sweden are also professional investors for the
purposes of the AIFMD or the laws, rules and regulations
implementing AIFMD in the United Kingdom (as the case may be) or in
circumstances in which the prior consent of the Joint Global
Co-Ordinators has been given to the offer or resale;
16. represents and warrants that it has only communicated or
caused to be communicated and will only communicate or cause to be
communicated any invitation or inducement to engage in investment
activity (within the meaning of section 21 of FSMA) relating to the
Placing Shares in circumstances in which it is permitted to do so
pursuant to section 21 of FSMA (to the extent applicable to
it);
17. represents and warrants that it has complied and will comply
with all applicable provisions of FSMA with respect to anything
done by it in relation to the Placing Shares in, from or otherwise
involving the United Kingdom;
18. represents and warrants that it has complied with its
obligations under the Criminal Justice Act 1993, section 118 of
FSMA, MAR, UK MAR and in connection with money laundering and
terrorist financing under the Proceeds of Crime Act 2002 (as
amended), the Terrorism Act 2000, the Terrorism Act 2006, the Money
Laundering Regulations 2007 (the "Regulations") and the Money
Laundering Sourcebook of the FCA and, if making payment on behalf
of a third party, that satisfactory evidence has been obtained and
recorded by it to verify the identity of the third party as
required by the Regulations. If within a reasonable time after a
request for verification of identity, the Joint Global
Co-Ordinators have not received such satisfactory evidence, the
Joint Global Co-Ordinators may, in their absolute discretion,
terminate the Placee's participation in the Placing in which event
all funds delivered by the Placee to the Joint Global Co-Ordinators
or the Joint Bookrunner will be returned without interest to the
account of the drawee bank or Euroclear securities account from
which they were originally debited;
19. if in the United Kingdom, represents and warrants that it is
(a) a person falling within Article 19(5) of the FPO or (b) a
person falling within Article 49(2)(a) to (d) of the FPO and
undertakes that it will acquire, hold, manage or dispose of any
Placing Shares that are allocated to it for the purposes of its
business;
20. if in Ireland, the United Kingdom, Germany, the Netherlands
or Sweden, represents and warrants that it is a qualified investor
falling within Article 2(e) of the Prospectus Regulation or Article
2(e) of the UK Prospectus Regulation (as the case may be);
21. represents and warrants that it is not located in an
Ineligible Member State and, if it is located in Ireland, the
United Kingdom, Germany, the Netherlands or Sweden, represents and
warrants that it is a professional investor for the purposes of the
AIFMD or the laws, rules and regulations implementing AIFMD in the
United Kingdom (as the case may be);
22. if in Switzerland, represents and warrants that it is a
person falling within the definition of " qualified investor" as
defined in in Article 10(3) of the Swiss Collective Investment
Schemes Act in conjunction with Article 4(4) of the Swiss Financial
Services Act;
23. if in France, represents and warrants that it is an investor
qualifying as (i) a fund of funds or (ii) a manager of managed
accounts;
24. undertakes that it (and any person acting on its behalf)
will pay for the Placing Shares acquired by it in accordance with
this Announcement on the due time and date set out herein against
delivery of such Placing Shares to it, failing which the relevant
Placing Shares may be placed with other Placees or sold as the
Joint Global Co-Ordinators or the Joint Bookrunner (as the case may
be) may, in their absolute discretion, determine and it will remain
liable for any shortfall below the net proceeds of such sale and
the placing proceeds of such Placing Shares and may be required to
bear any stamp duty or stamp duty reserve tax (together with any
interest or penalties due pursuant to the terms set out or referred
to in this Announcement) which may arise upon the sale of such
Placee's Placing Shares on its behalf;
25. acknowledges that none of the Joint Global Co-Ordinators or
the Joint Bookrunner or any of their respective Affiliates or any
person acting on their behalf is making any recommendations to it
or advising it regarding the suitability or merits of any
transaction it may enter into in connection with the Placing, and
acknowledges that none of the Joint Global Co-Ordinators or the
Joint Bookrunner or any of their respective Affiliates or any
person acting on their behalf has any duties or responsibilities to
it for providing advice in relation to the Placing or in respect of
any representations, warranties, undertakings or indemnities
contained in the Placing Agreement or for the exercise or
performance of any of the Joint Global Co-Ordinators' rights and
obligations thereunder, including any right to waive or vary any
condition or exercise any termination right contained therein;
26. undertakes that (i) the person whom it specifies for
registration as holder of the Placing Shares will be (a) the Placee
or (b) the Placee's nominee, as the case may be, (ii) none of the
Joint Global Co-Ordinators, the Joint Bookrunner or the Company
will be responsible for any liability to stamp duty or stamp duty
reserve tax resulting from a failure to observe this requirement
and (iii) the Placee and any person acting on its behalf agrees to
acquire the Placing Shares on the basis that the Placing Shares
will be credited to the Euroclear Bank securities clearance account
of one of the Joint Global Co-Ordinators which will hold them as
settlement agent as nominee for the Placee until settlement in
accordance with its standing settlement instructions with payment
for the Placing Shares being made simultaneously upon receipt of
the Placing Shares in the Placee's stock account on a delivery
versus payment basis;
27. acknowledges that these terms and conditions and any
agreements entered into by it pursuant to these terms and
conditions, and any non-contractual obligations arising out of or
in connection with such agreements, shall be governed by and
construed in accordance with the laws of Ireland and it submits (on
behalf of itself and on behalf of any person on whose behalf it is
acting) to the exclusive jurisdiction of the Irish courts as
regards any claim, dispute or matter arising out of any such
contract, except that enforcement proceedings in respect of the
obligation to make payment for the Placing Shares (together with
any interest chargeable thereon) may be taken by the Joint Global
Co-Ordinators, the Joint Bookrunner or the Company in any
jurisdiction in which the relevant Placee is incorporated or in
which any of its securities have a quotation on a recognised stock
exchange;
28. acknowledges that it irrevocably appoints any director of
either Joint Global Co-Ordinator as its agent for the purposes of
executing and delivering to the Company and/or its registrars any
documents on its behalf necessary to enable it to be registered as
the holder of any of the Placing Shares agreed to be taken up by it
under the Placing;
29. acknowledges that the Placing Shares have not been and will
not be registered nor will a prospectus be cleared in respect of
the Placing Shares under the securities legislation of any
Prohibited Jurisdiction and, subject to certain exceptions, may not
be offered, sold, taken up, renounced, delivered or transferred,
directly or indirectly, within any Prohibited Jurisdiction;
30. represents and warrants that any person who confirms to the
Joint Global Co-Ordinators or the Joint Bookrunner on behalf of a
Placee an agreement to subscribe for Placing Shares and/or who
authorises the Investment Manager to notify the Placee's name to
the Company's registrar, has authority to do so on behalf of the
Placee;
31. acknowledges that the agreement to settle each Placee's
acquisition of Placing Shares (and/or the acquisition of a person
for whom it is contracting as agent) free of stamp duty and stamp
duty reserve tax depends on the settlement relating only to an
acquisition by it and/or such person direct from the Company of the
Placing Shares in question. Such agreement assumes that the Placing
Shares are not being acquired in connection with arrangements to
issue depositary receipts or to issue or transfer the Placing
Shares into a clearance service. If there were any such
arrangements, or the settlement related to other dealing in the
Placing Shares, stamp duty or stamp duty reserve tax may be
payable, for which none of the Company, the Joint Global
Co-Ordinators or the Joint Bookrunner will be responsible. If this
is the case, the Placee should take its own advice and notify the
Joint Global Co-Ordinators accordingly;
32. acknowledges that the Placing Shares will be issued and/or
transferred subject to the terms and conditions set out in this
Announcement (including this Appendix);
33. acknowledges that when a Placee or any person acting on
behalf of the Placee is dealing with a Joint Global Co-Ordinator or
the Joint Bookrunner, any money held in an account with such Joint
Global Co-Ordinator or the Joint Bookrunner on behalf of the Placee
and/or any person acting on behalf of the Placee will not be
treated as client money within the meaning of the relevant rules
and regulations of that Joint Global Co-Ordinator or the Joint
Bookrunner. The Placee acknowledges that the money will not be
subject to the protections conferred by the client money rules; as
a consequence, this money will not be segregated from the relevant
Joint Global Co-Ordinator's money or the Joint Bookrunner's money
as applicable in accordance with the client money rules and will be
used by the relevant Joint Global Co-Ordinator or the Joint
Bookrunner, as applicable, in the course of its business; and the
Placee will rank only as a general creditor of the relevant Joint
Global Co-Ordinator or the Joint Bookrunner (as the case may
be);
34. acknowledges and understands that the Company, the Joint
Global Co-Ordinators, the Joint Bookrunner and others will rely
upon the truth and accuracy of the foregoing representations,
warranties, agreements, undertakings and acknowledgements;
35. acknowledges that the basis of allocation will be determined
by the Company and Joint Global Co-Ordinators at their absolute
discretion. The right is reserved to reject in whole or in part
and/or scale back any participation in the Placing;
36. irrevocably authorises the Company, the Joint Global
Co-Ordinators and the Joint Bookrunner to produce this Announcement
pursuant to, in connection with, or as maybe required by any
applicable law or regulation, administrative or legal proceeding or
official inquiry with respect to the matters set forth herein;
and
37. acknowledges that its commitment to subscribe for Placing
Shares on the terms set out herein will continue notwithstanding
any amendment that may in future be made to the terms of the
Placing and that Placees will have no right to be consulted or
require that their consent be obtained with respect to the
Company's conduct of the Placing.
United States purchase and transfer restrictions
By participating in the Placing, each Placee that is located
within the United States or who is, or is acting for the account or
benefit of, a US Person acknowledges and agrees that it will (for
itself and any person(s) procured by it to subscribe for Placing
Shares and any nominee(s) for any such person(s)) be further deemed
to represent and warrant to each of the Company, the Investment
Manager, the Registrar, and the Joint Bookrunners that:
1. it is a QIB that is also a QP and has delivered to the
Company and the Joint Bookrunners a signed US investor
representation letter;
2. it confirms that: (i) it was not formed for the purpose of
investing in the Company; (ii) it is not investing more than 40% of
its total assets in the Company; and (iii) it is acquiring an
interest in the Placing Shares for its own account as principal, or
for the account of one or more other persons who are able to and
who shall be deemed to make all of the representations and
agreements in this section entitled "United States Purchase and
Transfer Restrictions" and in the US investor representation letter
and for whom it exercises sole investment discretion;
3. Each of its beneficial owners participate in investments made
by it pro rata in accordance with the beneficial owners' interests
in it and, accordingly, its beneficial owners cannot opt in or out
of investments made by it;
4. it understands that the Placing Shares have not been and will
not be registered under the Securities Act or with any securities
regulatory authority of any state or other jurisdiction of the
United States and may not be offered or sold in the United States
or to, or for the account or benefit of, US Persons absent
registration except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act;
5. it acknowledges that the Company has not registered, and does
not intend to register, as an investment company under the
Investment Company Act and that the Company has put in place
transfer and offering restrictions with respect to persons located
in the United States and US Persons described herein so that the
Company will qualify for the exemption provided under Section
3(c)(7) of the Investment Company Act and to ensure that the
Company will not be required to register as an investment
company;
6. it will not be entitled to the benefits of the Investment Company Act;
7. it is knowledgeable, sophisticated and experienced in
business and financial matters and it fully understands the
limitations on ownership and transfer and the restrictions on sales
of the Placing Shares;
8. it is able to bear the economic risk of its investment in the
Placing Shares and is currently able to afford the complete loss of
such investment and is aware that there are substantial risks
incidental to the purchase of the Placing Shares;
9. no portion of the assets used to purchase, and no portion of
the assets used to hold, the Placing Shares or any bene cial
interest therein constitutes or will constitute the assets of (i)
an "employee bene t plan" as de ned in Section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA") that
is subject to Title I of ERISA; (ii) a "plan" as de ned in Section
4975 of the Internal Revenue Code of 1986, as amended (the "Code"),
including an individual retirement account or other arrangement
that is subject to Section 4975 of the Code; or (iii) an entity
which is deemed to hold the assets of any of the foregoing types of
plans, accounts or arrangements that is subject to Title I of ERISA
or Section 4975 of the Code. In addition, if an investor is a
governmental, church, non-US or other employee bene t plan that is
subject to any federal, state, local or non-US law that is
substantially similar to the provisions of Title I of ERISA or
Section 4975 of the Code, its purchase, holding, and disposition of
the Placing Shares must not constitute or result in a non-exempt
violation of any such substantially similar law;
10. that if any Placing Shares are issued in certi cated form,
then such certi cates evidencing ownership will contain a legend
substantially to the following effect unless otherwise determined
by the Company in accordance with applicable law:
THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A
TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMED (THE "SECURITIES ACT"), AND THE
COMPANY HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES INVESTMENT COMPANY ACT OF 1940, AS AMED (THE "INVESTMENT
COMPANY ACT"), AND THIS SECURITY OR ANY BENEFICIAL INTEREST THEREIN
MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF
SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. BY
PURCHASING THE SECURITY REPRESENTED HEREBY THE HOLDER OF THIS
SECURITY OR ANY BENEFICIAL INTEREST THEREIN AGREES FOR THE BENEFIT
OF THE COMPANY THAT THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED
OR OTHERWISE TRANSFERRED, ONLY (I) OUTSIDE OF THE UNITED STATES TO
A NON-U.S. PERSON IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH
RULE 903 OR RULE 904 UNDER THE SECURITIES ACT OR (II) TO A PERSON
WITHIN THE UNITED STATES, OR TO A US PERSON, THAT IS BOTH A
"QUALIFIED INSTITUTIONAL BUYER" WITHIN THE MEANING OF RULE 144A
UNDER THE SECURITIES ACT AND A "QUALIFIED PURCHASER" WITHIN THE
MEANING OF THE INVESTMENT COMPANY ACT, IN EACH OF CASES (I) OR (II)
IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF
THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THE COMPANY
AND ITS REGISTRAR WILL REFUSE TO REGISTER A TRANSFER TO A US PERSON
THAT DOES NOT MEET THE REQUIREMENTS REFERRED TO IN (II) ABOVE. THE
COMPANY AND ITS ADMINISTRATOR MAY REFUSE TO REGISTER A TRANSFER
THAT DOES NOT MEET THE RESTRICTIONS REFERRED TO HEREIN. EACH
HOLDER, BY ITS ACCEPTANCE OF THESE SHARES, REPRESENTS THAT IT
UNDERSTANDS AND AGREES TO THE FOREGOING RESTRICTIONS. THE HOLDER
WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY
TRANSFEREE OF THESE SHARES OF THE RESALE RESTRICTIONS REFERRED TO
HEREIN.
THE HOLDER OF THIS SECURITY AND ANY SUBSEQUENT TRANSFEREE WILL
BE DEEMED TO REPRESENT, WARRANT AND AGREE THAT NO PORTION OF THE
ASSETS USED TO PURCHASE, AND NO PORTION OF THE ASSETS USED TO HOLD,
THE ORDINARY SHARES OR ANY BENEFICIAL INTEREST THEREIN CONSTITUTES
OR WILL CONSTITUTE THE ASSETS OF (I) AN "EMPLOYEE BENEFIT PLAN" AS
DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMED ("ERISA") THAT IS SUBJECT TO TITLE I OF ERISA;
(II) A "PLAN" AS DEFINED IN SECTION 4975 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMED (THE "CODE"), INCLUDING AN INDIVIDUAL
RETIREMENT ACCOUNT OR OTHER ARRANGEMENT, THAT IS SUBJECT TO SECTION
4975 OF THE CODE; OR (III) AN ENTITY WHICH IS DEEMED TO HOLD THE
ASSETS OF ANY OF THE FOREGOING TYPES OF PLANS, ACCOUNTS OR
ARRANGEMENTS THAT IS SUBJECT TO TITLE I OF ERISA OR SECTION 4975 OF
THE CODE. IN ADDITION, IF AN INVESTOR IS A GOVERNMENTAL, CHURCH,
NON-US OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE, LOCAL
OR NON-US LAW OR REGULATION THAT IS SUBSTANTIALLY SIMILAR TO THE
PROVISIONS OF TITLE I OF ERISA OR SECTION 4975 OF THE CODE, ITS
PURCHASE, HOLDING, AND DISPOSITION OF THE ORDINARY SHARES WILL NOT
CONSTITUTE OR RESULT IN A NON-EXEMPT VIOLATION OF ANY SUCH
SUBSTANTIALLY SIMILAR LAW OR REGULATION."
11. it understands that the Company will not be registered as an
investment company under the Investment Company Act and that: (i)
if in the future it decides to offer, resell, pledge or otherwise
transfer any of the Placing Shares, such shares may be offered,
resold, pledged or otherwise transferred only in accordance with
the legend set out above and (ii) it will, and will notify each
subsequent holder that they will be required to, notify any
subsequent purchaser of the Placing Shares of the resale
restrictions referred to in (i) above except, in the case of a
transfer through the Euroclear System of the Placing Shares in
uncertificated form only, if such notification is not possible;
12. if the Placing Shares are being held in uncertificated form
and, at some point in the future, it determines to offer, sell,
transfer, assign or otherwise dispose of the Placing Shares: (i) it
will do so only in a transaction (a "Disposition") executed on or
through the facilities of the London Stock Exchange; (ii) neither
it nor any person acting on its behalf will prearrange such
Disposition with a buyer in the United States or known to be a US
Person; (iii) no "directed selling efforts" (as defined in
Regulation S) will be made in the United States in connection with
such Disposition by it, any of its affiliates or any person acting
on its or their behalf; and (iv) no offer will be made to a person
in the United States or to a person known to be a US Person in
connection with such Disposition by it or any person acting on its
behalf.
13. it agrees that the Company may require a certification in
support of any transfer, in form and substance satisfactory to the
Company and agree that the Company, the registrar or any transfer
agent may reasonably require additional evidence or documentation
supporting compliance with applicable securities laws, and, prior
to the registration of any transfer, the Company may require of a
proposed transferee or transferor such certifications,
notifications, agreements and warranties and legal opinions of duly
qualified counsel as they may reasonably require (including, but
not limited to, that the transferee is not a US Person or is a US
Person that is a QIB and a QP), so as to ensure the proposed
transferee would be entitled to hold the same in accordance with
these provisions and that all applicable laws will be or would have
been complied with. It understands that the Company, the registrar
and transfer agent for the Placing Shares will not be required to
accept for registration of transfer any Placing Shares by it except
upon presentation of evidence satisfactory to the Company and the
transfer agent that the foregoing restrictions on transfer have
been complied with.
14. it acknowledges that the Company reserves the right to make
inquiries of any holder of the Placing Shares or interests therein
at any time as to such person's status under the US federal
securities laws and to require any such person that has not satis
ed the Company that holding by such person will not violate or
require registration under the US securities laws to transfer such
Placing Shares or interests in accordance with the Articles (as
amended from time to time); and
15. the Company is required to comply with the U.S. Foreign
Account Tax Compliance Act of 2010 and any regulations made
thereunder or associated therewith (for the purposes of this Part
II, "FATCA") and that the Company will follow FATCA's extensive
reporting and withholding requirements. The Placee agrees to
furnish any information and documents which the Company may from
time to time request, including but not limited to information
required under FATCA.
The Company, the Investment Manager, the Joint Global
Co-Ordinators, the Joint Bookrunner and their respective directors,
officers, agents, employees, advisers and others will rely upon the
truth and accuracy of the foregoing representations, warranties,
acknowledgments and agreements.
If any of the representations, warranties, acknowledgments or
agreements made by the Placee are no longer accurate or have not
been complied with, the Placee will immediately notify the Company.
The acknowledgements, agreements, undertakings, representations and
warranties referred to above are given to each of the Company, the
Joint Global Co-Ordinators and the Joint Bookrunner (for their own
benefit and, where relevant, the benefit of their Affiliates and
any person acting on their behalf) and are irrevocable.
No claim shall be made against the Company, the Joint Global
Co-Ordinators or the Joint Bookrunner or their respective
Affiliates or any other person acting on behalf of any of such
persons by a Placee to recover any damage, cost, charge or expense
which it may suffer or incur by reason of or arising from the
carrying out by it of the work to be done by it pursuant hereto or
the performance of its obligations hereunder or otherwise in
connection with the Placing.
The acknowledgements, agreements, undertakings, representations
and warranties referred to above may be waived or modified in whole
or in part in respect of any Placee with the prior agreement of the
Company and the Joint Global Co-Ordinators.
No Irish or United Kingdom stamp duty or stamp duty reserve tax
should be payable to the extent that the Placing Shares are issued
or deposited (as the case may be) into the Euroclear System to or
with, or to with the nominee of, a Placee who holds those shares
beneficially (and not as agent or nominee for any other person)
within the Euroclear System and registered in the name of such
Placee or such Placee's nominee.
Any arrangements to issue or transfer the Placing Shares into a
depositary receipts system or a clearance service or to hold the
Placing Shares as agent or nominee of a person to whom a depositary
receipt may be issued or who will hold the Placing Shares in a
clearance service, or any arrangements subsequently to transfer the
Placing Shares, may give rise to stamp duty and/or stamp duty
reserve tax, for which none of the Company, the Joint Global
Co-Ordinators or the Joint Bookrunner will be responsible and the
Placee to whom (or on behalf of whom, or in respect of the person
for whom it is participating in the Placing as an agent or nominee)
the allocation, allotment, issue or delivery of Placing Shares has
given rise to such stamp duty or stamp duty reserve tax undertakes
to pay such stamp duty or stamp duty reserve tax forthwith and to
indemnify on an after-tax basis and to hold harmless the Company,
the Joint Global Co-Ordinators and the Joint Bookrunner in the
event that any of the Company, the Joint Global Co-Ordinators
and/or the Joint Bookrunner have incurred any such liability to
stamp duty or stamp duty reserve tax.
In addition, Placees should note that they will be liable for
any capital duty, stamp duty and all other stamp, issue,
securities, transfer, registration, documentary or other duties or
taxes (including any interest, fines or penalties relating thereto)
payable outside Ireland and the United Kingdom by them or any other
person on the acquisition by them of any Placing Shares or the
agreement by them to acquire any Placing Shares.
All times and dates in this Announcement may be subject to
amendment. The Joint Global Co-Ordinators shall notify the Placees
and any person acting on behalf of the Placees of any such
changes.
This Announcement has been issued by the Company and is the sole
responsibility of the Company.
Each Placee, and any person acting on behalf of a Placee,
acknowledges that the Joint Global Co-Ordinators and the Joint
Bookrunner do not owe any fiduciary or other duties to any Placee
in respect of any representations, warranties, undertakings or
indemnities in the Placing Agreement.
Each Placee and any person acting on behalf of a Placee
acknowledges and agrees that the Joint Global Co-Ordinators, the
Joint Bookrunner or any of their respective Affiliates may, at
their absolute discretion, agree to become a Placee in respect of
some or all of the Placing Shares.
The rights and remedies of the Joint Global Co-Ordinators, the
Joint Bookrunner and the Company under these terms and conditions
are in addition to any rights and remedies which would otherwise be
available to each of them and the exercise or partial exercise of
one will not prevent the exercise of others.
Each Placee may be asked to disclose in writing or orally to the
Joint Global Co-Ordinators:
(a) if he is an individual, his nationality; or
(b) if he is a discretionary fund manager, the jurisdiction in
which the funds are managed or owned.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
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Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
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and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
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use the personal data you provide us, please see our Privacy
Policy.
END
IOEZZGZFZGFGZZM
(END) Dow Jones Newswires
March 21, 2022 03:00 ET (07:00 GMT)
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