TIDMUKW
RNS Number : 5680Y
Greencoat UK Wind PLC
09 May 2019
9 May 2019
THIS ANNOUNCEMENT 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
PERSONS), CANADA, AUSTRALIA, NEW ZEALAND, JAPAN, OR THE REPUBLIC OF
SOUTH AFRICA, ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (OTHER
THAN THE UK, BELGIUM, THE REPUBLIC OF IRELAND, THE NETHERLANDS,
GERMANY OR SWEDEN, AND THEN, IN RESPECT OF RETAIL INVESTORS, ONLY
TO RETAIL INVESTORS IN THE UK) 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.
This announcement is an advertisement and not a prospectus.
Investors should not purchase or subscribe for any transferable
securities referred to in this announcement except on the basis of
information in the prospectus (the "Prospectus") to be published by
Greencoat UK Wind plc (the "Company") pursuant to this
announcement. A copy of the Prospectus will, following publication,
be available from www.greencoat-ukwind.com. Neither this
announcement nor any part of it shall form the basis of or be
relied on in connection with or act as an inducement to enter into
any contract or commitment whatsoever. Without prejudice to the
generality of the foregoing, this announcement does not constitute
a recommendation regarding any securities.
The contents of this announcement, which have been prepared by
and are the sole responsibility of the Company, have been approved
by Greencoat Capital LLP (the "AIFM"), as a financial promotion
solely for the purposes of section 21(2)(b) of the Financial
Services and Markets Act 2000 ("FSMA").
GREENCOAT UK WIND PLC
Publication of Prospectus and Timetable
(Terms as defined in the Placing launch announcement on 2 May
2019)
Further to the announcement by Greencoat UK Wind (the "Company"
or "UKW"), the leading listed renewable infrastructure fund
invested in operating UK wind farms, on 2 May 2019, the Company is
pleased to announce that the Prospectus in respect of the New Share
Issuance Programme has been approved by the FCA and will be
published today.
Notice of General Meeting
-- The Initial Tranche and Share Issuance Programme are not
underwritten, and are conditional on, inter alia, shareholder
approval at a general meeting of shareholders of the Company on 3
June 2019
-- The Company is today publishing a circular to Shareholder and
notice of general meeting in connection with the proposals for the
issue of new ordinary shares pursuant to the Share Issuance
Programme
-- The notice of general meeting is being dispatched to all
shareholders. An electronic copy of the notice of general meeting
will also be available on the Company's website:
http://www.greencoat-ukwind.com
-- A copy of the Notice and Form of Proxy can be inspected at
the National Storage Mechanism website at:
http://www.morningstar.co.uk/uk/NSM
Prospectus
-- Copies of the Prospectus will shortly be available for
inspection at the registered office of the Company, which is
situated at 27-28 Eastcastle Street, London W1W 8DH and will also
be available shortly for viewing on the Company's website:
http://www.greencoat-ukwind.com
-- A copy of the Prospectus will be submitted to the National
Storage Mechanism and will be available shortly for viewing at:
http://www.morningstar.co.uk/uk/NSM
The timetable for the Initial Tranche is outlined below. All
references to times in this Announcement are to London times,
unless otherwise stated.
Timetable
Share Issuance Programme announced 2 May 2019
Prospectus and notice of General Meeting 9 May 2019
published
Initial Offer for Subscription opens 9 May 2019
Initial Placing opens 9 May 2019
Latest time and date for receipt of 11.00am on 28 May 2019
applications under the Initial Offer
for Subscription
Latest time and date for receipt of 11.00am on 29 May 2019
applications under the Initial Placing
Latest time and date for receipt of 2.30pm on 30 May 2019
Forms of Proxy or transmission of CREST
Proxy Instructions for the General Meeting
Announcement of the conditional results 30 May 2019
of the Initial Tranche
General Meeting 2.30pm on 3 June 2019
Announcement of the results of the General 3 June 2019
Meeting and unconditional results of
the Initial Tranche
Admission to the Official List and commencement 8.00 a.m. on 5 June
of dealings on the London Stock Exchange 2019
Application for Admission
Application will be made to the Financial Conduct Authority for
admission of the Placing Shares to the premium segment of the
Official List and to London Stock Exchange plc for admission to
trading of the New Ordinary Shares on its main market for listed
securities (the "Main Market"), (together, "Admission"). Provided
shareholders vote in favour of the resolutions proposed at the
General Meeting, it is expected that Admission will become
effective, and that dealings in the Placing Shares on the Main
Market will commence, on or around 5 June 2019.
For further information, please contact:
Greencoat UK Wind 020 7832 9425
Stephen Lilley
Laurence Fumagalli
Tom Rayner
RBC Capital Markets (Bookrunner) 020 7653 4000
Darrell Uden
Duncan Smith
Matthew Coakes
Kepler Partners (Placing Agent) 020 3384 8796
Hugh van Cutsem
Media enquiries:
Headland 020 3805 4822
Stephen Malthouse
Rob Walker
IMPORTANT NOTICE
Notes to Editors:
Greencoat UK Wind PLC is the leading listed renewable
infrastructure fund, invested in 34 operating UK wind farms with
net generating capacity of 950MW. The Company's aim is to provide
investors with an annual dividend that increases in line with RPI
inflation (6.94p for 2019) while preserving the capital value of
its investment portfolio in the long term on a real basis through
reinvestment of excess cash flow and the prudent use of
gearing.
UKW is managed by an experienced team at Greencoat Capital LLP,
a leading European renewable investment manager with approximately
GBP4 billion of assets under management across a number of funds in
wind and solar infrastructure. UKW is governed by a strong and
experienced independent board.
UKW is incorporated in England and Wales and is a UK Investment
Trust.
For more information about UKW, please visit
http://www.greencoat-ukwind.com.
For more information about Greencoat Capital LLP, please visit
http://www.greencoat-capital.com.
Disclaimer:
The information in this announcement is for background purposes
only and does not purport to be full or complete. No reliance may
be placed for any purpose on the information contained in this
announcement or its accuracy or completeness. The material set
forth herein is for information purposes only and is not intended,
and should not be construed, as an offer of securities for sale in
any jurisdiction.
This announcement does not constitute or form part of any offer
to sell, or any solicitation of an offer to buy, securities in the
United States (or from/to any US Person). Securities may not be
offered or sold in the United States (or from/to any US Person)
absent (i) registration under the Securities Act or (ii) an
available exemption from registration under the Securities Act. The
new ordinary 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 not be offered,
sold, resold or delivered, directly or indirectly, in or into the
United States or any US Person absent registration except pursuant
to an exemption from or in a transaction not subject to the
registration requirements of the Securities Act. No public offering
of the new ordinary shares is being made in the United States.
This announcement does not constitute an offer to sell or issue
or a solicitation of an offer to buy or subscribe for new ordinary
shares in any jurisdiction including, without limitation, the
United States, Canada, Australia, New Zealand, the Republic of
South Africa, Japan, any member state of the European Economic Area
(other than to professional investors in the UK, Belgium, the
Republic of Ireland, the Netherlands, Germany and Sweden) or any
other jurisdiction in which such offer or solicitation is or may be
unlawful (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, RBC or any of their
respective affiliates that would permit an offer of the new
ordinary shares or possession or distribution of this announcement
or any other publicity material relating to such new ordinary
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 and any offer if made subsequently is subject
to the Alternative Investment Fund Managers Directive ("AIFMD") as
implemented by Member States of the European Economic Area. Outside
of the United Kingdom, this announcement and any offer if made
subsequently is directed only at professional investors in the
following member states: Belgium, the Republic of Ireland, Germany,
the Netherlands and Sweden (together with the United Kingdom, the
"Eligible Member States"). The Investment Manager has not
registered a passport for marketing under the passporting programme
set out in the AIFMD in any other member state (each an "Ineligible
Member State"). This announcement may not be distributed in any
Ineligible Member State and no offers subsequent to it may be made
or accepted in any Ineligible Member State. The attention of all
prospective investors is drawn to disclosures required to be made
under the AIFMD which are set out on the Company's website
(including as set out in its most recent prospectus and annual
report and accounts), which will also set out (if applicable) any
periodic updates required under the rules in the FCA's Handbook
(FUND 3.2.5R and 3.2.6R).
This announcement is directed at and is only being distributed
to persons in member states of the European Economic Area who are
"qualified investors", as defined in article 2.1(e) of the
Prospective Directive (Directive 2003/71/EC) as amended.
The Company and the shares are not and will not be registered
with the Swiss Financial Market Supervisory Authority (FINMA). No
Swiss representative and no Swiss paying agent have been appointed.
This announcement and/or any other offering materials relating to
the Company may be made available in Switzerland solely to
Regulated Qualified Investors. The Ordinary Shares may not be
publicly offered in Switzerland and will not be listed on the SIX
Swiss Exchange (SIX) or on any other stock exchange or regulated
trading facility in Switzerland. This announcement has been
prepared without regard to the disclosure standards under Article
652a of the Swiss Code of Obligations or the disclosure standards
under Articles 27 ff. of the SIX Listing Rules or the listing rules
of any other stock exchange or regulated trading facility in
Switzerland. Neither this announcement nor any other offering or
marketing material relating to the Ordinary Shares may be publicly
distributed or otherwise made publicly available in Switzerland.
Neither the Prospectus nor any other offering or marketing material
relating to the Ordinary Shares or the Company have been or will be
filed with or approved by any Swiss regulatory authority. In
particular, this announcement has not been filed with, and the
offering of the Ordinary Shares will not be supervised by
FINMA.
Each of the Company, the AIFM, RBC Capital Markets ("RBC") and
their respective affiliates expressly disclaim any obligation or
undertaking to update, review or revise any forward-looking
statement contained in this announcement whether as a result of new
information, future developments or otherwise.
Any purchase of shares in the Issue should be made solely on the
basis of the information contained in the Prospectus issued by the
Company in connection with the Share Issuance Programme. No
reliance may or should be placed by any person for any purposes
whatsoever on the information contained in this announcement or on
its completeness, accuracy or fairness. The information contained
in this announcement is given at the date of its publication
(unless otherwise marked) and is subject to updating, revision and
amendment when the Prospectus is published. In particular, the
proposals referred to herein are tentative and are subject to
verification, material updating, revision and amendment.
There is no guarantee that the Share Issuance Programme will
occur and you should not base your financial decisions on the
Company's intentions in relation to the Share Issuance Programme at
this stage. Acquiring shares to which this announcement relates may
expose an investor to a significant risk of losing all of the
amount invested. Persons considering making such an investment
should consult an authorised person specialising in advising on
such investments. This announcement does not constitute a
recommendation concerning the Share Issuance Programme. The value
of shares can decrease as well as increase. Potential investors
should consult a professional advisor as to the suitability of the
Issue for the person concerned. Past performance or information in
this announcement or any of the documents relating to the Issue
cannot be relied upon as a guide to future performance.
Each of the AIFM and RBC are authorised and regulated in the
United Kingdom by the Financial Conduct Authority, and is acting
exclusively for the Company and no-one else in connection with the
Share Issuance Programme. They will not regard any other person as
their respective clients in relation to the Share Issuance
Programme and will not be responsible to anyone other than the
Company for providing the protections afforded to their respective
clients, nor for providing advice in relation to the Share Issuance
Programme, the contents of this announcement or any transaction,
arrangement or other matter referred to herein.
In connection with the Share Issuance Programme, RBC and any of
its respective affiliates, acting as investors for their own
accounts, may purchase shares and in that capacity may retain,
purchase, sell, offer to sell or otherwise deal for their own
accounts in such shares and other securities of the Company or
related investments in connection with the Share Issuance Programme
or otherwise. Accordingly, references in the Prospectus, once
published, to the shares being issued, offered, subscribed,
acquired, placed or otherwise dealt in should be read as including
any issue or offer to, or subscription, acquisition, placing or
dealing by RBC or any of its affiliates acting as investors for
their own accounts. RBC does not intend to disclose the extent of
any such investment or transactions otherwise than in accordance
with any legal or regulatory obligations to do so.
None of the Company, the AIFM or RBC and any of their respective
affiliates accepts any responsibility or liability whatsoever
for/or makes any representation or warranty, express or implied, as
to this announcement, including the truth, accuracy or completeness
of the information in this announcement (or whether any information
has been omitted from the announcement) or any other information
relating to the Company, its subsidiaries or associated companies,
whether written, oral or in a visual or electronic form, and
howsoever transmitted or made available or for any loss howsoever
arising from any use of the announcement or its contents or
otherwise arising in connection therewith. The Company, the AIFM
and RBC and their respective affiliates accordingly disclaim all
and any liability whether arising in tort, contract or otherwise
which they might otherwise have in respect of this announcement or
its contents or otherwise arising in connection therewith.
This announcement may include statements that are, or may be
deemed to be, "forward-looking statements". These forward-looking
statements involve known and unknown risks and uncertainties, many
of which are beyond the Company's control and all of which are
based on the Company's board of directors' current beliefs and
expectations about future events. These forward-looking statements
may be identified by the use of forward-looking terminology,
including the terms "believes", "estimates", "plans", "projects",
"anticipates", "expects", "intends", "may", "will" or "should" or,
in each case, their negative or other variations or comparable
terminology, or by discussions of strategy, plans, objectives,
goals, future events or intentions. These forward-looking
statements include all matters that are not historical facts.
Forward-looking statements may and often do differ materially from
actual results. Any forward-looking statements reflect the
Company's current view with respect to future events and are
subject to risks relating to future events and other risks,
uncertainties and assumptions relating to the Company's business,
the results of operations, financial condition prospects, growth
and dividend policy of the Company and the industry in which it
operates. Forward-looking statements speak only as of the date they
are made and cannot be relied upon as a guide to future
performance. These forward-looking statements and other statements
contained in this announcement regarding matters that are not
historical facts involve predictions. No assurance can be given
that such future results will be achieved; actual events or results
may differ materially as a result of risks and uncertainties facing
the Company. Such risks and uncertainties could cause actual
results to vary materially from the future results indicated,
expressed or implied in such forward-looking statements.
Forward-looking statements speak only as of the date of this
announcement. Certain figures contained in this announcement,
including financial information, have been subject to rounding
adjustments. Accordingly, in certain instances, the sum or
percentage change of the numbers contained in this document may not
conform exactly with the total figure given.
Information to distributors:
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended (MiFID II); (b) Articles 9 and 10
of Commission Delegated Directive (EU) 2017/593 supplementing MiFID
II; and (c) local implementing measures (together, the "MiFID II
Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the Product Governance
Requirements) may otherwise have with respect thereto, the new
shares have been subject to a product approval process, which has
determined that the new shares are: (i) compatible with an end
target market of (a) retail investors, (b) investors who meet the
criteria of professional clients and (c) eligible counterparties,
each as defined in MiFID II; and (ii) eligible for distribution
through all distribution channels as are permitted by MiFID II (the
"Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors
should note that: the price of the new shares may decline and
investors could lose all or part of their investment; the new
shares offer no guaranteed income and no capital protection; and an
investment in the new 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 Manager will only procure investors who meet the
criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the new shares and determining
appropriate distribution channels.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
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.
END
PDIBSGDULUGBGCC
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