Result of Placing

RNS Number : 9176G

Greencoat Renewables PLC

01 April 2022

 

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 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.

1 April 2022

Greencoat Renewables PLC

Result of Placing

Greencoat Renewables PLC raises gross proceeds of € 281.5 million in oversubscribed placing

1 April 2022 | Greencoat Renewables PLC ("Greencoat Renewables" or the "Company"), the renewable infrastructure company, invested in euro-denominated assets, is pleased to announce the result of the Placing launched on 21 March 2022.

Highlights of the Placing:

-  Gross proceeds of € 281.5 million in an oversubscribed placing;

-  251,351,351 Placing Shares will be issued at the Placing Price of €1.12 per Placing Share, utilising the remaining capacity under the 400 million Share Issuance Programme due to substantial demand, and increasing the total issued share capital of the Company to 1,141,238,938 Ordinary Shares;

-  The Placing Shares to be issued represent approximately 28% of the Company's existing issued Ordinary Share capital prior to the Placing;

-  The Company has multiple attractive near-term investment opportunities under consideration in Ireland and continental European markets; and

-  Net proceeds will be used to provide the Company with the flexibility to execute on assets under exclusivity and meet obligations under committed forward sale investments, all while maintaining gearing within the Company's target range of 40-60%.

Rónán Murphy, Chairman of Greencoat Renewables, commented:

"I am very pleased with the oversubscribed placing, reflecting shareholder confidence as we continue to build one of the leading European renewable energy infrastructure companies.

As the transition to renewable energy gathers pace, I am very optimistic about the prospects for the business and look forward to deploying these proceeds to deliver on our ambitious growth strategy."

The Company has made applications 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. 

Rónán Murphy, who is a Director, has subscribed for 17,500 Placing Shares, so that following completion of the Placing, he will hold 235,194 Ordinary Shares representing c. 0.02 % of the enlarged issued Ordinary Share capital of the Company.

Marco Graziano, who is a Director, has subscribed for 25,000 Placing Shares, so that following completion of the Placing, he will hold 90,000 Ordinary Shares, representing c. 0.01 % of the enlarged issued Ordinary Share capital of the Company.

Bertrand Gautier, who is a Partner of Greencoat Capital LLP, has subscribed for 89,285 Placing Shares, so that following completion of the Placing, he will hold 167,091 Ordinary Shares, representing c. 0.01 % of the enlarged issued Ordinary Share capital of the Company.

Capitalised terms not defined in this Announcement shall have the meaning given to them in the announcement made by the Company at 7 .00 a.m. on 21 March 2022 .

For further information on the Announcement, please contact:

Greencoat Renewables PLC:      [phone]

Bertrand Gautier

Paul O'Donnell  

Tom Rayner

Davy (Joint Global Co-Ordinator, Joint Bookrunner, Nomad and

Euronext Growth Adviser)    [phone]

Ronan Veale

Barry Murphy

RBC (Joint Global Co-Ordinator and Joint Bookrunner)  [phone]

Matthew Coakes

Duncan Smith

Elizabeth Evans

BNP Paribas (Joint Bookrunner)  [phone]

Billy Quinlan

Tom Snowball

FTI Consulting (Media Enquiries)    [phone]

Jonathan Neilan

Melanie Farrell

AIFMD 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.

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 and the information contained herein is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into or from the United States, Canada, Australia, New Zealand, Japan or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction.

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 not be offered, sold, resold or delivered, directly or indirectly, in or into the United States absent registration except pursuant to an exemption from or in a transaction not subject to the registration requirements of the Securities Act

Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any action.

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.

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.

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.

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.

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.

 

END

 

 

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