Result of Placing

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in any jurisdiction in which any such offer or solicitation would be unlawful and the information contained herein is not for publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, South Africa, Japan, any member state of the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 £198 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 £6 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.

 

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[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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