Results of General Meeting

RNS Number : 2942V

Greencoat UK Wind PLC

11 December 2013

 



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR SOUTH AFRICA

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") published by Greencoat UK Wind PLC (the "Company") on 15 November 2013 in connection with the proposed placing, offer for subscription and open offer (the "Issue") by the Company and the admission of its new shares (the "New Shares") to the premium segment of the Official List of the UK Listing Authority (the "Official List") and to trading on London Stock Exchange plc's main market for listed securities (the "London Stock Exchange"). A copy of the Prospectus is available from www.greencoat-ukwind.com. This announcement is not an offer to sell, or a solicitation of an offer to acquire, securities in the United States or in any other jurisdiction. 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.

Greencoat UK Wind plc Announces Results of General Meeting

Greencoat UK Wind plc is pleased to announce that all resolutions proposed at its general meeting held earlier today in connection with its proposed capital raise were duly passed. The voting instructions received are shown below:

		In Favour		Against		Withheld
Resolution	Votes		%	Votes	%	Votes
1	155,150,579		99.97	0	0	500
2	155,134,579		99.96	16,000	0.01	500
3	155,119,279		99.95	0	0	4,000
4	150,017,749		96.66	5,098,030	3.28	7,500
5	154,244,179		99.38	835,000	0.54	54,000

The full text of the above resolutions has been submitted to the National Storage Mechanism and will be available for inspection at www.morningstar.com.

For further information, please contact:

Greencoat UK Wind PLC                                             020 7832 9400

Stephen Lilley

Laurence Fumagalli

Tom Rayner

Tulchan                                                                       020 7353 4200

Stephen Malthouse

Christian Cowley

Disclaimer

This announcement has been issued by and is the sole responsibility of Greencoat UK Wind plc (the "Company").

The information in this announcement is for background purposes only and does not purport to be full or complete. 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 the United States or any other jurisdiction.

This announcement is an advertisement and not a prospectus and investors should not purchase any securities referred to in this announcement except on the basis of information in the prospectus (the "Prospectus") published by the Company on 15 November 2013 in connection with the admission (the "Admission") of the new shares (the "New Shares") to the premium listing segment of the Official List and to trading on London Stock Exchange plc's main market for listed securities.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, Japan, New Zealand or South Africa. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement does not contain or constitute an offer for sale of, or the solicitation of an offer or an invitation to buy or subscribe for, New Shares to any person in the United States, Australia, Canada, Japan, New Zealand or South Africa or in any jurisdiction to whom or in which such offer or solicitation is unlawful.

The Company has not been and will not be registered under the US Investment Company Act of 1940, as amended. In addition, the New Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act") or under the securities laws of any state 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 or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable State securities laws. The offer and sale of New Share has not been and will not be registered under the Securities Act or under the applicable securities laws of any state, province or territory of Australia, Canada, Japan, New Zealand or South Africa. Subject to certain exceptions, the New Shares may not be offered or sold in Australia, Canada, Japan, New Zealand or South Africa or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, Japan, New Zealand or South Africa. There will be no public offer of the New Shares in the United States, Australia, Canada, Japan, New Zealand or South Africa.

Any purchase of New Shares in the proposed Issue should be made solely on the basis of the information contained in the Prospectus published by the Company in connection with the Issue and Admission. 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 Issue timetable, including the date of Admission, may be influenced by a range of circumstances such as market conditions. There is no guarantee that the Issue and the Admission will occur and you should not base your financial decisions on the Company's intentions in relation to the Issue and Admission at this stage. Acquiring New 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 Issue. The value of New 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 RBC Europe Limited (trading as RBC Capital Markets) ("RBC") and Barclays Bank PLC ("Barclays") is authorised by the Prudential Regulation Authority (the "PRA") and regulated by the Financial Conduct Authority (the "FCA") and the PRA in the United Kingdom and each of Greencoat Capital LLP and Winterflood Securities Limited ("Winterflood") is authorised and regulated in the United Kingdom by the FCA, and is acting exclusively for the Company and no-one else in connection with the Issue and Admission. They will not regard any other person as their respective clients in relation to the Issue and Admission 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 Issue and Admission, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

In connection with the Issue and the Admission, each of RBC, Barclays and Winterflood and any of their respective affiliates, acting as investors for their own accounts, may purchase New Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such New Shares and other securities of the Company or related investments in connection with the Issue and the Admission or otherwise. Accordingly, references in the Prospectus, to the New 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 any of RBC, Barclays and Winterflood and any of their affiliates acting as investors for their own accounts. RBC, Barclays and Winterflood do 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, Greencoat Capital LLP, RBC, Barclays and Winterflood 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. None of the information contained in this announcement has been independently verified or approved by RBC, Barclays and Winterflood or any of their respective affiliates.

The Company, Greencoat Capital LLP, RBC, Barclays and Winterflood 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.

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.

 

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