TIDMUKW
RNS Number : 3132P
Greencoat UK Wind PLC
17 February 2021
17 February 2021
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES. THIS
ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM A PART OF ANY OFFER TO
SELL OR SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR
SECURITIES IN THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA,
JAPAN, ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (OTHER THAN
TO PROFESSIONAL INVESTORS IN THE REPUBLIC OF IRELAND AND THE
NETHERLANDS) OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE
UNLAWFUL TO DO SO.
Neither this Announcement nor any part of it constitutes an
offer or invitation to underwrite, an offer to sell or issue or the
solicitation of an offer to subscribe for or acquire any new
ordinary shares in any jurisdiction in which any such offer or
solicitation would be unlawful and the information contained herein
is not for publication or distribution, in whole or in part,
directly or indirectly, in or into the United States, Australia,
Canada, South Africa, Japan, any member state of the European
Economic Area ("EEA") (other than to professional investors in the
Republic of Ireland and the Netherlands) or any jurisdiction in
which such publication or distribution would be unlawful. The
securities referred to herein have not been and will not be
registered under the U.S. Securities Act of 1933 (as amended) (the
"US Securities Act"), under the securities legislation of any state
of the United States or under the applicable securities laws of
Australia, Canada, South Africa, Japan or any member state of the
EEA (other than in respect of marketing to professional investors
in the Republic of Ireland and the Netherlands).
Greencoat UK Wind plc
Result of placing
Greencoat UK Wind plc (the "Company" or "UKW"), the leading
listed renewable infrastructure fund, invested in UK wind farms,
today announces the result of the placing of new Ordinary Shares
announced on 12 February 2021 (the "Placing").
Highlights
-- Gross issue proceeds of GBP198 million.
-- The net proceeds will be used to repay or reduce borrowings
under the Company's revolving credit facility to allow the Company
to fund its strong pipeline of acquisition opportunities
-- Following the Placing and the completion of our near term
acquisition, gearing will be equal to 28% of Gross Asset Value
Commenting on the announcement, Shonaid Jemmett-Page, Chairman
of UKW said: " We are grateful for the ongoing support from our
shareholders, which has led to another successful and
oversubscribed equity capital raise. Our simple, low risk model
continues to deliver and we look forward to maintaining our track
record of dependable returns to shareholders."
Application for Admission
Application will be made for the 150,853,600 new Ordinary Shares
to be admitted to the Official List of the Financial Conduct
Authority and to trading on the London Stock Exchange's main market
for listed securities with effect from 8.00 a.m. on 19 February
2021.
Immediately following admission, the Company will have
1,975,291,746 Ordinary Shares in issue and therefore the total
voting rights in the Company will be 1,975,291,746. This figure may
be used by shareholders as the denominator for the calculations by
which they may determine whether or not they are required to notify
their interest in, or a change to their interest in, the share
capital of the Company under the FCA's Disclosure Guidance and
Transparency Rules.
Terms as defined in the Company's announcement of 12 February
2021 apply to this announcement unless the context requires
otherwise.
For further information, please contact:
Greencoat UK Wind 020 7832 9425
Stephen Lilley
Laurence Fumagalli
Tom Rayner
RBC Capital Markets (Joint Global Co-ordinator
and Joint Bookrunner) 020 7653 4000
Matthew Coakes
Duncan Smith
Jack Wood
Jefferies International Limited (Joint
Global Co-ordinator and Joint Bookrunner) 020 7029 8000
Stuart Klein
Gaudi Le Roux
Kepler Partners (Placing Agent) 020 3384 8796
Hugh van Cutsem
Media enquiries:
Headland 020 3805 4822
Stephen Malthouse
Rob Walker
Notes to Editors:
Greencoat UK Wind PLC ("UKW") is the leading listed renewable
infrastructure fund, which has invested in 38 operating UK wind
farms with net generating capacity of 1,173 MW. The Company's aim
is to provide investors with an annual dividend that increases in
line with RPI inflation (7.18p for 2021) [1] 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 over GBP6
billion of assets under management. 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.
IMPORTANT INFORMATION
The Joint Bookrunners and the Placing Agent, which are each
authorised and regulated in the United Kingdom by the Financial
Conduct Authority, are acting as bookrunner or placing agent (as
applicable) to the Company in connection with the matters described
in this Announcement. Persons receiving this Announcement should
note that the Joint Bookrunners and the Placing Agent will not be
responsible to anyone other than the Company for providing the
protections afforded to customers of the Joint Bookrunners or the
Placing Agent, or for advising any other person on the arrangements
described in this Announcement.
Neither the Joint Bookrunners nor the Placing Agent has
authorised the contents of, or any part of, this Announcement and
no liability whatsoever is accepted by the Joint Bookrunners or the
Placing Agent for the accuracy of any information or opinions
contained in this Announcement or for the omission of any
information. No representation or warranty, express or implied, is
made by the Joint Bookrunners or the Placing Agent as to the
accuracy, completeness or verification of the information set out
in this Announcement, and nothing contained in this Announcement
is, or shall be relied upon as, a promise or representation in this
respect, whether as to the past or the future. Neither of the Joint
Bookrunners nor the Placing Agent assumes any responsibility for
its accuracy, completeness or verification and accordingly
disclaims, to the fullest extent permitted by applicable law, any
and all liability whether arising in tort, contract or otherwise
which it might otherwise be found to have in respect of this
Announcement or any such statement.
If you are in any doubt about the contents of this Announcement
you should consult your accountant, legal or professional adviser
or financial adviser. It should be remembered that the price of
securities and the income from them can go up as well as down. 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 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 UK version of Regulation (EU) 2017/1129 as amended
from time to time (the "EU Prospectus Regulation") which is part of
UK law by virtue of the European Union (Withdrawal) Act 2018, as
amended (the "UK Prospectus Regulation") and the EU Prospectus
Regulation (all such persons together being referred to as
"relevant persons"). 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 Joint Bookrunners 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 200, as amended.
This Announcement must not be acted on or relied upon by any
person in any member state of the EEA other than professional
investors in the Republic of Ireland and the Netherlands where the
Investment Manager has registered marketing of the Company's shares
under the relevant national private placement regime.
This Announcement has been prepared on the basis that all offers
of Placing Shares will be made pursuant to any exemption under the
UK Prospectus Regulation and/or the EU Prospectus Regulation (as
applicable) from the requirement to produce a prospectus for offers
of Placing Shares. Accordingly, any person making or intending to
make any offer within the United Kingdom or the EEA of or for
ordinary shares in the capital of the Company which are not the
subject of the Placing contemplated in this Announcement should
only do so in circumstances in which no obligation arises for the
Company, the Joint Bookrunners or the Placing Agent to produce a
prospectus. Neither the Company nor the Joint Bookrunners nor the
Placing Agent has authorised, nor do they authorise, the making of
any offer of ordinary shares through any financial intermediary,
other than offers made by the Joint Bookrunners and the Placing
Agent which constitute the final placement of Placing Shares
contemplated in this Announcement.
In the case of any Placing Shares being offered to a financial
intermediary as that term is used and defined in the UK Prospectus
Regulation and/or EU Prospectus Regulation (as applicable), such
financial intermediary will also be deemed to have represented,
acknowledged and agreed that the Placing Shares acquired by it in
the Placing have not been acquired on a nondiscretionary basis on
behalf of, nor have they been acquired with a view to their offer
or resale to, persons in circumstances which may give rise to an
offer of any Placing Shares to the public other than their offer or
resale in a relevant member state to qualified investors as so
defined or in circumstances in which the prior consent of the
Company and the Joint Bookrunners has been obtained to each such
proposed offer or resale. Each of the Company, the Joint
Bookrunners and the Placing Agent and their respective affiliates
will rely on the truth and accuracy of the foregoing
representation, acknowledgement and agreement.
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 new ordinary 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 new ordinary 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.
This Announcement has not been approved or authorised by the
Guernsey Financial Services Commission (the "Commission") or the
States of Guernsey. This Announcement may only be distributed or
circulated directly or indirectly in or from within the Bailiwick
of Guernsey, and is being distributed or circulated in or from
within the Bailiwick of Guernsey only (i) by persons licensed to do
so by the Commission under the Protection of Investors (Bailiwick
of Guernsey) Law, 1987 (as amended) ("POI Law"); or (ii) by
non-Guernsey bodies who (A) carry on such promotion in a manner in
which they are permitted to carry on promotion in or from within,
and under the law of certain designated countries or territories
which, in the opinion of GFSC, afford adequate protection to
investors and (B) meet the criteria specified in section 29(c) of
the POI Law; or (iii) to persons licensed under the POI Law, the
Banking Supervision (Bailiwick of Guernsey) Law, 1994, the
Insurance Business (Bailiwick of Guernsey) Law, 2002 or the
Regulation of Fiduciaries, Administration Business and Company
Directors etc. (Bailiwick of Guernsey) Law, 2000 by non-Guernsey
bodies who (A) carry on such promotion in a manner in which they
are permitted to carry on promotion in or from within, and under
the law of certain designated countries or territories which, in
the opinion of GFSC, afford adequate protection to investors and
(B) meet the criteria specified in section 29(cc) of the POI Law;
or, (iv) as otherwise permitted by the GFSC. This Announcement is
not available in or from within the Bailiwick of Guernsey other
than in accordance with this paragraph and must not be relied upon
by any person unless received in accordance with this
paragraph.
Any subsequent offer may only be made in Jersey where the offer
is valid in the United Kingdom or Guernsey and is circulated in
Jersey only to persons similar to those to whom, and in a manner
similar to that in which, it is for the time being circulated in
the United Kingdom or Guernsey as the case may be. Consent under
the Control of Borrowing (Jersey) Order 1958 has not been obtained
for the circulation of this Announcement or any subsequent offer
made under this Announcement and it must be distinctly understood
that the Jersey Financial Services Commission does not accept any
responsibility for the financial soundness of or any
representations made in connection with the Company. By accepting
any subsequent offer (if made) each prospective investor in Jersey
represents and warrants that he or she is in possession of
sufficient information to be able to make a reasonable evaluation
of the offer.
The offer and marketing of the ordinary shares of the Company 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 have been or will be appointed in Switzerland. This
Announcement and/or any other offering or marketing materials
relating to the Ordinary Shares of the Company may be made
available in Switzerland solely to Qualified Investors, at the
exclusion of Excluded Qualified Investors.
The Ordinary Shares may not be publicly offered, directly or
indirectly, in Switzerland within the meaning of the FinSA and no
application has or will be made to admit the Ordinary Shares to
trading on any trading venue (exchange or multilateral trading
facility) in Switzerland. Neither this Announcement nor any other
offering or marketing material relating to the Ordinary Shares
constitutes a prospectus pursuant to the FinSA, and 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.
All statements in this Announcement other than statements of
historical fact are, or may be deemed to be, "forward-looking
statements". In some cases, these forward-looking statements may be
identified by the use of forward-looking terminology, including the
terms "targets", "believes", "estimates", "anticipates", "expects",
"intends", "may", "will" or "should" or, in each case, their
negative or other variations or comparable terminology. They appear
in a number of places throughout the Announcement and include
statements regarding the intentions, beliefs or current
expectations of the Company and/or its directors concerning, among
other things, the performance, results of operations, financial
condition, liquidity, prospects and dividend policy of the Company.
By their nature, forward-looking statements involve risks and
uncertainties because they relate to events and depend on
circumstances that may or may not occur in the future.
Forward-looking statements are not guarantees of future
performance. The Company's actual performance, result of
operations, financial condition, liquidity and dividend policy may
differ materially from the impression created by the
forward-looking statements contained in this Announcement. In
addition, even if the performance, results of statements contained
in this Announcement, those results or developments may not be
indicative of results or developments in subsequent periods.
Important factors that may cause these differences include, but are
not limited to, changes in economic conditions generally; changes
in interest rates and currency fluctuations; impairments in the
value of the Company's assets; legislative/regulatory changes;
changes in taxation regimes; the availability and cost of capital
for future expenditure; the availability of suitable financing.
Prospective investors should specifically consider the factors
identified in this Announcement which could cause actual results to
differ before making an investment decision.
[1] These are targets only and not profit forecasts. There can
be no assurance that these targets can or will be met and they
should not be seen as an indication of the Company's expected or
actual results of returns. Accordingly investors should not place
any reliance on these targets in deciding whether to invest in new
ordinary shares or assume that the Company will make any
distributions at all.
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END
ROIFFFSIFAIRLIL
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February 17, 2021 02:00 ET (07:00 GMT)
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