TIDMGRP
RNS Number : 8255N
Greencoat Renewables PLC
04 October 2021
THIS ANNOUNCEMENT (INCLUDING THE APPIX) 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 OR
JAPAN, ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (OTHER THAN
IRELAND, THE NETHERLANDS, OR SWEDEN (TOGETHER "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 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.
4 October 2021
Greencoat Renewables PLC Launches 12 Month
400 million Share Issuance Programme
Launch of Initial Placing to pursue attractive M&A pipeline
of wind and solar assets across Europe
Notice of EGM to Approve Share Issuance Programme
4 October 2021 | Greencoat Renewables PLC ("Greencoat
Renewables" or "the Company"), the renewable infrastructure
company, invested in euro-denominated assets, announces a 12-month
Share Issuance Programme of up to 400 million New Shares in the
capital of the Company in a number of tranches. The proceeds will
be used to pursue a growing pipeline of significant opportunities
in continental Europe and Ireland.
The Company today launches an Initial Placing under the Share
Issuance Programme at a Placing Price of EUR1.11 per Placing Share.
The Placing Shares will be issued through a placing by way of a
non-pre-emptive issuance to institutional investors pursuant to the
terms and conditions set out in the Appendix to this Announcement.
Investors in the Initial Placing will be entitled to receive the Q3
Dividend in respect to the quarter ended 30 September 2021.
The Company has multiple attractive near-term investment
opportunities under consideration in both wind and solar assets in
Ireland and continental European markets with c.300MW under
exclusivity across a mix of operating and forward sale
opportunities located in Ireland, the Nordics and Spain, as well as
over 350MW of other pipeline opportunities.
Proceeds from the Initial Placing will provide the Company with
the flexibility to execute on assets under exclusivity, increase
optionality around the assets at advanced stages of negotiation,
and meet obligations under committed forward sale investments, all
while maintaining gearing (currently 48 %) within the target range
of 40-60%.
The Company expects to publish its unaudited NAV as at 30
September 2021, on or around 28 October 2021, and the Directors
believe that it is expected to be broadly in line with the
Company's unaudited NAV as at 30 June 2021.
The 12-month Share Issuance Programme will, the Board believes,
provide the Company with the financial flexibility to raise further
equity as value-accretive investment opportunities continue to
arise and enable the Company to deliver effectively on its stated
strategy.
Implementation of the Share Issuance Programme requires the
approval of the Company's shareholders at the Extraordinary General
Meeting (EGM) to be held on 28 October 2021. The Board believes
that the Share Issuance Programme is in the best interests of
shareholders as a whole and unanimously recommends that
Shareholders vote in favour of the resolutions in respect of the
Share Issuance Programme and related matters at the EGM. The
Directors intend to vote in favour of the resolutions in respect of
their own beneficial holdings of Ordinary Shares which amount in
aggregate to 393,853 Ordinary Shares, constituting 0.05 % of the
existing issued Ordinary Share capital.
Ronan Murphy, Non-Executive Chairman of Greencoat Renewables,
said:
"Over the past year the business has built an excellent platform
for expansion into the continent, with a very strong financial
position, and long-term, trusted relationships.
This share issuance will enable further value-accretive growth
whilst maintaining leverage within the target range.
We look forward to continuing to deliver our proven model across
the European market."
Background to, and Reasons for, the Share Issuance Programme
The Share Issuance Programme will allow the Company to raise
additional capital through Subsequent Placings, once the proceeds
of the Initial Placing have been fully invested or committed. The
net proceeds from each Subsequent Placing under the Share Issuance
Programme will be used to (i) pay back amounts outstanding under
the Revolving Credit Facility and/or (ii) apply proceeds directly
to make further investments in line with the Company's Investment
Policy.
Delivery of Strategy
Since listing in July 2017, the Company has delivered on its
stated strategy and achieved the following milestones:
-- Raised EUR125 million in December 2020 and have since
invested EUR460 million, including the company's first acquisitions
in Finland, and further consolidation of the Irish market;
-- Increased net installed capacity from 137MW at the time of IPO to 686MW at 30 June 2021;
-- Increased GAV from EUR332.4 million at 30 September 2017 to
EUR1,442.4 million at 30 June 2021;
-- Increased NAV from 98 cent per share at IPO to 101.1 cent per share at 30 June 2021;
-- Continued delivery of dividend strategy with over 23.5 cent
per share paid out since IPO, underpinned by continuous strong
dividend cover;
-- Secured a further EUR425 million of medium-term group debt in the last 12 months;
-- Maintained operational performance in line with management
expectations, as well as continuing to identify value enhancement
upsides for the portfolio.
Irish and European Market Background
Ireland remains an attractive location for investment in wind
assets, with a reliable wind resource and robust regulatory regime
underpinned by REFIT 2 and its replacement, RESS, which held its
first auction in 2020. The estimated renewable capacity for onshore
wind in Ireland is expected to increase from 4.5GW in 2020 to 8.2GW
in 2030. At the AGM in April 2021, the Investment Policy was
amended to allow the Company to invest in operational solar
photovoltaic (PV) assets in Ireland, with the estimated renewable
capacity for solar PV in Ireland expected to reach 1.5GW in 2030
according to Ireland's Climate Action Plan.
At an EGM in September 2021, the Investment Policy was amended
to include investment in wind and solar assets in Spain and
Portugal. This followed several months of investigations into these
geographies, providing assurance that significant value and
diversification opportunities are available in the region.
The Company continues to see strong investment opportunities
across continental Europe, with an active pipeline in France, Spain
the Netherlands and the Nordics through strong relationships with
asset owners, developers and advisors.
Strength of Acquisition Pipeline
The Company currently has a number of attractive investment
opportunities under consideration across both wind and solar assets
in Ireland and targeted European markets, with a pipeline in excess
of EUR1 billion in value accretive opportunities.
The Company has multiple attractive near-term investment
opportunities under consideration in both wind and solar assets in
Ireland and continental European markets with c.300MW under
exclusivity across a mix of operating and forward sale
opportunities located in Ireland, the Nordics, and Spain, as well
as over 350MW of other pipeline opportunities.
Obligations under committed forward sale investments, currently
undergoing construction, amount to an additional c.EUR180 million
of proceeds payable by Greencoat Renewables on completion.
Use of proceeds
Proceeds from the Initial Placing are expected to be used to
partly pay down the Revolving Credit Facility, which is currently
drawn by EUR115 million, provide the Company with the flexibility
to execute on assets under exclusivity, provide optionality around
the assets at advanced stages of negotiation, and meet obligations
under committed forward sale investments, all while maintaining
gearing (currently 48 %) within the target range of 40-60%.
Benefits of the Share Issuance Programme
The Directors believe that the Share Issuance Programme will
confer the following benefits for Shareholders and the Company:
(i) allows the Company to repay part of its borrowings under its
existing Revolving Credit Facility, enabling it to take advantage
of the pipeline of opportunities presently under consideration;
(ii) the phased issuance of equity will allow the Company to
manage its leverage and ensure that it is appropriate, based on the
portfolio at the time; and
(iii) receiving approval from Shareholders for the full issuance
of New Shares under the Share Issuance Programme will allow the
Company to raise further tranches of equity more quickly and
cost-efficiently within the 12-month authorisation period.
NAV per Share Accretive
The Placing Price represents a discount of 2.6% to the closing
price per Ordinary Share of EUR1.14 on Euronext Dublin on 1 October
2021, a discount of 3.3% to the closing price per Ordinary Share of
EUR1.1475 on the London Stock Exchange on 1 October 2021 and a
discount of 5.5% to the 30-day volume weighted average price of
EUR1.1742. The Placing Price represents a premium of 9.8% to the
last reported NAV of 101.1 cent per Ordinary Share as at 30 June
2021.
The Company expects to publish its unaudited NAV as at 30
September 2021, on or around 28 October 2021, and the Directors
believe it is expected to be broadly in line with the Company's
unaudited NAV as at 30 June 2021.
Proposed Share Issuance Programme
Under the Share Issuance Programme, Greencoat Renewables intends
to, subject to shareholder approval, issue up to 400 million New
Shares.
-- The Share Issuance Programme is being implemented to raise
additional capital over a 12-month period to provide the Company
with greater financial capacity to take advantage of the strong
pipeline of opportunities available to the Company.
-- The final size of the Initial Placing under the Share
Issuance Programme, which is subject to Shareholder approval, is
expected to be announced on, or around, 19 October 2021.
-- The net proceeds from the Initial Placing will be used to
refinance part of the Company's Revolving Credit Facility, allowing
the Company to make acquisitions whilst maintaining total gearing
(currently 48%) within the target range of 40-60%.
-- New Shares may be allotted and issued under the Share
Issuance Programme for a period of 12 months commencing on the date
of passing of the resolutions at the EGM (or any earlier date on
which the Share Issuance Programme is fully subscribed or that the
Board, in its sole discretion, determines).
-- The Company may, at its discretion, agree to or stipulate
additional conditions to any subsequent placings. If any of these
conditions are not met, the issue of the relevant tranche of New
Shares pursuant to the Share Issuance Programme will not
proceed.
Notice of EGM
-- The Initial Placing and Share Issuance Programme are not
underwritten, and are conditional on, inter alia, Shareholder
approval of the Placing Resolutions at the EGM to be held on 28
October 2021.
-- A Circular setting out full details of the proposals to be
considered at the EGM in respect of the Share Issuance Programme
and related matters, and which includes a notice of the EGM, is
being dispatched to Shareholders today.
-- The EGM will be held at Davy House, 49 Dawson Street, Dublin 2, Ireland on 28 October 2021.
-- An electronic copy of the Circular will shortly be available on the Company's website http://www.greencoat-renewables.com/ .
Details of the Initial Placing
-- The Initial Placing is being conducted, subject to the
satisfaction of certain conditions, certain of which are described
in the Appendix to this Announcement (which forms part of this
Announcement), through a non-pre-emptive institutional placing
which will be launched immediately following this Announcement and
will be made available to Placees.
-- J&E Davy (trading as Davy) and RBC Europe Limited
(trading as RBC Capital Markets) are acting as Joint Bookrunners in
respect of the Initial Placing.
-- Davy and RBC Capital Markets, being the Joint Bookrunners,
will today commence the Bookbuild process in respect of the Initial
Placing. No commissions will be paid to Placees or by Placees in
respect of any Placing Shares. The book will open with immediate
effect. Members of the public are not entitled to participate in
the Initial Placing.
-- All Placees who participate in the Initial Placing will be
required to make bids for Placing Shares at the Placing Price. The
timing of the closing of the book and allocations are at the
discretion of the Company, Davy and RBC Capital Markets.
-- The final number of Placing Shares will be determined at the
discretion of the Company, Davy and RBC Capital Markets at the
close of the bookbuild for the Initial Placing, expected at 12 noon
on 18 October 2021 but may close earlier or later at the absolute
discretion of the Company and the Joint Bookrunners.
-- The Placing Shares, when issued, will be fully paid and will
rank pari passu in all respects with the existing Ordinary Shares
of the Company, including the right to receive all dividends
(including the Q3 dividend) and other distributions declared, made
or paid after the date of issue. The Company currently has 741
million Ordinary Shares in issue.
-- The Appendix to this Announcement (which forms part of the
Announcement) sets out the terms and conditions of the Initial
Placing.
Ronan Murphy , who is a Director, intends to participate in the
Initial Placing by subscribing for approximately 25,000 Placing
Shares, so that following completion of the Initial Placing, he
will hold c. 217,694 Ordinary Shares.
Kevin McNamara , who is a Director, intends to participate in
the Initial Placing by subscribing for approximately 10,000 Placing
Shares, so that following completion of the Initial Placing, he
will hold c. 78,327 Ordinary Shares.
Emer Gilvarry , who is a Director, intends to participate in the
Initial Placing by subscribing for approximately 32,168 Placing
Shares, so that following completion of the Initial Placing, she
will hold c. 100,000 Ordinary Shares.
AIFMD Disclosures
The Company is categorised as an externally managed alternative
investment fund for the purposes of the Alternative Investment Fund
Managers Directive (Directive 2011/61/EU) ("AIFMD"). 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 from time to time
and which are available on the Company's website:
http://www.greencoat-renewables.com/investors/disclosures/aifmd
Applications for Admission to Trading
The Company will apply to Euronext Dublin and to the London
Stock Exchange for the Initial 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 29 October 2021. The Initial Placing is
conditional, among other things, upon Admission becoming effective
and the Placing Agreement not being terminated in accordance with
its terms. The Appendix sets out further information relating to
the Bookbuild and the terms and conditions of the Initial
Placing.
By choosing to participate in the Initial Placing and by making
an oral and legally binding offer to acquire Placing Shares,
investors will be deemed to have read and understood this
Announcement in its entirety and to be making such offer on the
terms and subject to the conditions in it, and to be providing the
representations, warranties, indemnities, acknowledgements and
undertakings contained in the Appendix.
This Announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notice" section of this Announcement.
For further information on the Announcement, please contact:
Greencoat Renewables PLC: +44 20 7832 9400
Bertrand Gautier
Paul O'Donnell
Tom Rayner
Davy (Joint Bookrunner, Nomad and Euronext Growth Advisor) +353 1 679 6363
Ronan Veale
Barry Murphy
RBC (Joint Bookrunner) +44 20 7653 4000
Matthew Coakes
Duncan Smith
Elizabeth Evans
FTI Consulting (Media Enquiries) +353 1 765 0886
Jonathan Neilan
Melanie Farrell
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, including the Appendix, and the information
contained herein does not constitute an offer to sell or issue or a
solicitation of an offer to buy or subscribe for Placing Shares in
any jurisdiction including, without limitation, the United States,
Australia, Canada, New Zealand, Japan or any other jurisdiction
where to do so might constitute a violation of the relevant laws or
regulations of such jurisdiction (a "Prohibited Jurisdiction") and
is not for release, publication or distribution, directly or
indirectly, in whole or in part, in or into or from 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, the Joint Bookrunners or any of their respective
affiliates that would permit an offer of the Placing Shares or
possession or distribution of this Announcement or any other
publicity material relating to such Placing 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 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 Placing 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 Placing Shares 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.
In the European Economic Area, this Announcement and any offer
if made subsequently is directed only at "qualified investors"
within the meaning of Article 2(e) of the EU Prospectus Regulation
and professional investors in the following Member States of the
European Economic Area: Ireland, the Netherlands, and Sweden
(together the "Eligible Member States") where the Investment
Manager has registered marketing of the Company's shares under the
relevant national private placement regime. 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 Shareholders and any prospective
investors in the Company, through the Share Issuance Programme or
otherwise, is drawn to disclosures required to be made under the
AIFMD from time to time and which are available on the Company's
website:
http://www.greencoat-renewables.com/investors/disclosures/aifmd
In the United Kingdom, members of the public are not invited to
participate in and are not eligible to take part in the Initial
Placing. Participation in the Initial 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 United Kingdom version of
Regulation (EU) 2017/1129 as amended from time to time which is
part of the United Kingdom law by virtue of the European Union
(Withdrawal) Act 2018, as amended (the "UK 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 2000, as amended.
The offer and marketing of the Placing Shares 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 has been
or will be appointed in Switzerland. This Announcement and/or any
other offering or marketing materials relating to the Placing
Shares of the Company may be made available in Switzerland solely
to Qualified Investors, at the exclusion of Excluded Qualified
Investors.
In South Africa, this document does not constitute an offer for
the sale of or subscription for, or the advertisement or the
solicitation of an offer to buy, and or subscribe for securities
and this document is only being distributed to and is only capable
of acceptance by those persons or entities who fall within one of
the specified categories listed in section 96(1)(a) of the South
African Companies Act, No. 71 of 2008 (as amended) ("SA Companies
Act"). This document will not be distributed to any person in South
Africa in any manner which could be construed as an offer to the
public in terms of Chapter IV of the Companies Act. This document
does not, nor is it intended to, constitute a registered prospectus
as envisaged in the Companies Act.
This document and any attachments thereto constitute factual,
objective information about the company and nothing contained
herein should be construed as constituting any form of investment
advice or recommendation, guidance or proposal of a financial
nature as contemplated in the Financial Advisory and Intermediary
Services Act, No. 37 of 2002 (as amended) (the "FAIS Act") in
respect of the Company or any transaction in relation thereto.
Neither Davy nor RBC or their respective operators are (and are not
required to be) financial services providers as contemplated in the
FAIS Act in South Africa and nothing in this document should be
construed as constituting the canvassing for, or marketing or
advertising of financial services by Davy or RBC in South
Africa.
An investor accepting the offer to which this document relates
warrants to the Company that it falls within the exemptions of
section 96(1)(a) of the SA Companies 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.
The Placing Shares to be issued pursuant to the Initial 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.
This Announcement has been issued by and is the sole
responsibility of the Company. Neither the Joint Bookrunners, 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 Bookrunners or any of their
respective affiliates in connection with the Company, the Placing
Shares or the Share Issuance Programme. The Joint Bookrunners 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 Bookrunners 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 Bookrunner for the Company and no-one
else in connection with the Share Issuance Programme and the
Initial 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 Initial 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, which is authorised and regulated in the
United Kingdom by the FCA is acting for the Company and for no one
else in connection with the Share Issuance Programme and the
Initial 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 Initial Placing and/or any other matter
referred to in this Announcement.
In connection with the Initial Placing, each of the Joint
Bookrunners and any of their respective affiliates, acting as
investors for their own accounts, may purchase Placing Shares and
in that capacity may retain, purchase, sell, offer to sell or
otherwise deal for their own accounts in such Placing Shares and
other securities of the Company or related investments in
connection with the Initial Placing or otherwise.
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 Initial Placing must be made
solely on the basis of publicly available information, which has
not been independently verified by the Joint Bookrunners.
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. No statement in this
Announcement is or is intended to be a profit forecast or profit
estimate or to imply that the earnings of the Company for the
current or future financial years will necessarily match or exceed
the historical or published earnings of the Company.
This Announcement does not constitute a recommendation
concerning any investor's options with respect to the Initial
Placing. The price of shares and any income expected from them may
go down as well as up and investors may not get back the full
amount invested upon disposal of the shares. Past performance is no
guide to future performance. The contents of this Announcement are
not to be construed as legal, business, financial or tax advice.
Each investor or prospective investor should consult his, her or
its own legal adviser, business adviser, financial adviser or tax
adviser for legal, financial, business or tax advice.
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 Initial Placing. Furthermore, it is noted that,
notwithstanding the Target Market Assessment, the Joint Bookrunners
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.
DEFINITIONS USED IN THIS ANNOUNCEMENT
"Admission" means admission of the Placing Shares to trading on
AIM and Euronext Growth under the Share Issuance Programme;
"AIFMD" means Alternative Investment Fund Managers Directive
(Directive 2011/61/EU);
"AIM" means the Alternative Investment Market, a market
regulated by the London Stock Exchange;
"Announcement" means this announcement and the Appendix;
"Board" means the board of Directors or a duly constituted
committee thereof;
"Bookbuild" means a bookbuilding process in respect of the
Initial Placing;
"Circular" means a circular setting out full details of the
proposals to be considered at the EGM in respect of the Share
Issuance Programme and related matters, including the notice of
EGM;
"Davy" means J&E Davy, trading as Davy including its
affiliate Davy Corporate Finance and other affiliates, or any of
its subsidiary undertakings;
"Director" means a director of the Company;
"EGM" means the extraordinary general meeting of the Company to
consider the Share Issuance Programme, the Initial Placing and
related matters, convened for 10.00 a.m. on 28 October 2021 or any
adjournment thereof, notice of which is set out in the
Circular;
"Eligible Member State" means Ireland, the Netherlands and
Sweden;
"Euroclear Bank" means Euroclear Bank SA/NV;
"Euroclear System" means the central securities depositary
system operated by Euroclear Bank;
"Euronext Dublin" means the Irish Stock Exchange plc trading as
Euronext Dublin;
"Euronext Growth" means The Euronext Growth market, a market
operated by Euronext Dublin (formerly known as the Enterprise
Securities Market);
"EUWA" means the European Union (Withdrawal) Act 2018 of the
United Kingdom;
"FPO" means the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 as amended;
"FSMA" means the Financial Services and Markets Act 2000 of the
United Kingdom;
"Ineligible Member State" means any Member State of the European
Economic Area which is not an Eligible Member State;
"Initial Placing" means the placing of the Placing Shares
pursuant to the first tranche of the Share Issuance Programme;
"Investment Manager" means Greencoat Capital LLP;
"Joint Bookrunners" and each a "Joint Bookrunner" means Davy and
RBC;
"London Stock Exchange" or "LSE" means the London Stock Exchange
plc;
"MAR" means the Market Abuse Regulation (EU) No 596/2014;
"New Shares" means the new Ordinary Shares to be issued pursuant
to the Share Issuance Programme;
"Ordinary Share" means an ordinary share of EUR0.01 each in the
capital of the Company;
"Placees" means new and existing eligible investors under the
Share Issuance Programme;
"Placing Agreement" means the placing agreement between the
Company, the Investment Manager, and the Joint Bookrunners dated 4
October 2021 ;
"Placing Price" means EUR 1.11 per Placing Share;
" Placing Resolutions " means resolution 1 and 2 to be proposed
at the EGM, as set out in Part III of the Circular;
"Placing Shares" means the Ordinary Shares that the Company is
seeking to issue in the Initial Placing at the Placing Price;
"Prohibited Jurisdiction" means any jurisdiction including,
without limitation, The United States, Australia, Canada, New
Zealand, Japan or any other jurisdiction in which an offer or
solicitation of New Shares is or may be unlawful;
"Prospectus Regulation" means EU Regulation 2017/1129;
"Q3 Dividend" means the dividend payable by the Company with
respect to the quarter ended 30 September 2021;
"Regulation S" means Regulation S under the US Securities
Act;
"RBC" means RBC Europe Limited (trading as RBC Capital
Markets);
"SFDR" means Regulation (EU) 2019/2088 on sustainability-related
disclosures in the financial sector;
"Securities Act" means the US Securities Act of 1933, as
amended;
"Share Issuance Programme" means the share issuance programme to
be approved by the Company's shareholders at the EGM on 28 October
2021 to issue up to 400 million new Ordinary Shares over a number
of tranches;
"Shareholder" means a registered holder of an Ordinary
Share;
"Subsequent Placing" means any issuance of New Shares by the
Company following the Initial Placing but prior to the closing date
of the Share Issuance Programme;
"UK MAR" means MAR as it forms part of United Kingdom domestic
law by virtue of the EUWA;
"UK Prospectus Regulation" means the Prospectus Regulation as it
forms part of United Kingdom domestic law by virtue of the EUWA;
and
"US Person" has the meaning set out in Regulation S.
APPIX
TERMS AND CONDITIONS OF THE INITIAL PLACING
IMPORTANT INFORMATION FOR PLACEES ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
INITIAL PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET
OUT AND REFERRED TO HEREIN ARE DIRECTED ONLY AT PERSONS SELECTED BY
THE JOINT BOOKRUNNERS WHO ARE:
(A) PERSONS IN THE FOLLOWING MEMBER STATES OF THE EUROPEAN
ECONOMIC AREA: IRELAND, THE NETHERLANDS AND SWEDEN (TOGETHER, THE
"ELIGIBLE MEMBER STATES") WHO ARE "PROFESSIONAL INVESTORS" FOR THE
PURPOSES OF DIRECTIVE 2011/61/EU AS AMED (THE "ALTERNATIVE
INVESTMENT FUND MANAGERS DIRECTIVE" OR "AIFMD"); OR
(B) IF IN THE UNITED KINGDOM, 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
UNITED KINGDOM VERSION OF REGULATION (EU) 2017/1129 AS AMED FROM
TIME TO TIME WHICH IS PART OF UNITED KINGDOM LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMED (THE "UK PROSPECTUS
REGULATION") ; OR
(C) OTHERWISE PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE
COMMUNICATED,
(ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS").
THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN
MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT
PERSONS. DISTRIBUTION OF THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS
MAY BE RESTRICTED OR PROHIBITED BY LAW. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO
SO.
THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES, AUSTRALIA, CANADA, NEW ZEALAND, JAPAN, ANY INELIGIBLE
MEMBER STATE OR ANY JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION
OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT (AND THE
INFORMATION CONTAINED HEREIN) DOES NOT CONSTITUTE AN OFFER OF
SECURITIES FOR SALE IN THE UNITED STATES, AUSTRALIA, CANADA, NEW
ZEALAND, JAPAN, ANY INELIGIBLE MEMBER STATE OR IN ANY OTHER
JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL (EACH A
"PROHIBITED JURISDICTION").
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 PLACING 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 INT
TO REGISTER, AS AN INVESTMENT COMPANY UNDER THE US INVESTMENT
COMPANY ACT OF 1940, AS AMED (THE "US INVESTMENT COMPANY ACT"). THE
PLACING SHARES 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
INT TO REGISTER ANY PORTION OF THE OFFERING IN THE UNITED STATES OR
CONDUCT A PUBLIC OFFERING OF SECURITIES IN THE UNITED STATES.
This Announcement and any offer if made subsequently is directed
only at professional investors in the following Member States of
the European Economic Area: Ireland, the Netherlands, and Sweden
(together the "Eligible Member States") where the Investment
Manager has registered marketing of the Company's shares under the
relevant national private placement regime.
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 Greencoat Renewables PLC
(the "Company"), the Joint Bookrunners or any of their respective
Affiliates (as defined below) that would permit an offer of the
Placing Shares or possession or distribution of this Announcement
or any other publicity material relating to such Placing 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. Any investment or investment
activity to which this Announcement and the information contained
herein relate is available only to Relevant Persons.
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.
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 Initial Placing. Furthermore, it is noted that,
notwithstanding the Target Market Assessment, the Joint Bookrunners
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 of 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.
Davy, which is regulated in Ireland by the Central Bank of
Ireland is acting as a Joint Bookrunner for the Company and no-one
else in connection with the Share Issuance Programme and the
Initial 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 Initial 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 Initial
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 Initial Placing and/or any other matter referred to
in this Announcement.
By participating in the Initial Placing, each person who is
invited to and who chooses to participate in the Initial Placing (a
"Placee") by making or accepting an oral offer to take up Placing
Shares is deemed to have read and understood this Announcement in
its entirety (including this Appendix) and to be providing the
representations, warranties, undertakings, agreements and
acknowledgements contained herein.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
REGULATORY, TAX, BUSINESS AND RELATED ASPECTS OF AN ACQUISITION OF
PLACING SHARES.
Details of the Placing Agreement and the Placing Shares
The Company has today entered into a placing agreement (the "
Placing Agreement ") with the Joint Bookrunners and the Investment
Manager. Pursuant to the Placing Agreement, the Joint Bookrunners
have severally agreed to use their respective reasonable endeavours
to procure subscribers for the Placing Shares at the Placing Price
on the Admission Date (the " Initial Placing " ).
The Placing Shares will, when issued be subject to the articles
of association of the Company, be credited as fully paid and will
rank pari passu in all respects with each other and with the
existing Ordinary Shares in the capital of the Company, including
the right to receive dividends (including the Q3 dividend) and
other distributions declared, made or paid in respect of the
Ordinary Shares after the date of issue of the Placing Shares.
The Placing Shares will be issued free of any encumbrance, lien
or other security interest.
Completion of the Initial Placing is conditional, inter alia,
upon the passing of the Resolutions set out in the Circular.
Application for listing and admission to trading
The Company will apply to Euronext Dublin and to the London
Stock Exchange for the Placing Shares to be admitted to trading on
Euronext Growth and AIM respectively ("Admission"). It is expected
that Admission will become effective on or around 8.00 a.m.
(Dublin/London time) on 29 October 2021, and that dealings in the
Placing Shares will commence at that time.
Bookbuild
Commencing today, the Joint Bookrunners will be conducting a
bookbuilding process (the "Bookbuilding Process") to determine
demand for participation in the Initial Placing by Placees. This
announcement gives details of the terms and conditions of, and the
mechanics of participation in, the Initial Placing.
Participation in, and principal terms of, the Bookbuilding
Process
Participation in the Initial Placing will only be available to
persons who may lawfully be, and are, invited to participate by the
Joint Bookrunners (or either of them). The Joint Bookrunners and
their respective Affiliates are entitled to participate as Placees
in the Bookbuilding Process.
The books will open with immediate effect. The Bookbuilding
Process is expected to close not later than 12 noon (Dublin/London
time) on 18 October 2021 but may be closed earlier at the
discretion of the Joint Bookrunners. A further announcement will be
made following the close of the Bookbuilding Process detailing the
number of Placing Shares which are being placed (the "Placing
Results Announcement"). The Joint Bookrunners may, in agreement
with the Company, accept bids that are received after the
Bookbuilding Process has closed.
A bid in the Bookbuilding Process will be made on the terms and
conditions in this Announcement and will be legally binding on the
Placee on behalf of which it is made and, except with the Joint
Bookrunners' consent, will not be capable of variation or
revocation after the close of the Bookbuilding Process.
A Placee who wishes to participate in the Bookbuilding Process
should communicate its bid by telephone to its usual sales contact
at Davy or RBC. Each bid should state the number of Placing Shares
which the prospective Placee wishes to subscribe for at the Placing
Price. If successful, the relevant Joint Bookrunner will re-contact
and confirm orally to Placees following the close of the
Bookbuilding Process the size of their respective allocations and a
trade confirmation will be dispatched as soon as possible
thereafter. The relevant Joint Bookrunner's oral confirmation of
the size of allocations and each Placee's oral commitments to
accept the same will constitute an irrevocable legally binding
agreement upon such person (who will at that point become a Placee)
in favour of the Company and such Joint Bookrunner pursuant to
which each such Placee will be required to accept the number of
Placing Shares allocated to the Placee at the Placing Price and
otherwise on the terms and subject to the conditions set out herein
and in accordance with the Company's articles of association. Each
Placee's allocation and commitment will be evidenced by a trade
confirmation issued to such Placee by the Joint Bookrunner. The
terms of this Appendix will be deemed incorporated in that trade
confirmation. Each such Placee will have an immediate, separate,
irrevocable and binding obligation, owed to the relevant Joint
Bookrunner, to pay it or (as it may direct) one of its Affiliates
in cleared funds an amount equal to the product of the Placing
Price and the number of Placing Shares allocated to such Placee. By
participating in the Bookbuild, each Placee agrees that its rights
and obligations in respect of the Initial Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee after confirmation (oral
or otherwise) by a Joint Bookrunner.
The Joint Bookrunners reserve the right to scale back the number
of Placing Shares to be subscribed by any Placee in the event of an
oversubscription under the Initial Placing. The acceptance of
offers shall be at the absolute discretion of the Joint Bookrunners
and the Company. The Joint Bookrunners shall be entitled to effect
the Initial Placing by such alternative method to the Bookbuilding
Process as they shall in their absolute discretion determine. The
Company reserves the right (upon agreement with the Joint
Bookrunners) to reduce or seek to increase the amount to be raised
pursuant to the Initial Placing.
To the fullest extent permissible by law, neither Joint
Bookrunner, nor any holding company thereof, any subsidiary
thereof, any subsidiary of any such holding company, any branch,
affiliate or associated undertaking of any such company nor any of
their respective directors, officers and employees (each an
"Affiliate") nor any person acting on their behalf shall have any
liability to Placees (or to any other person whether acting on
behalf of a Placee or otherwise). In particular, neither Joint
Bookrunner, nor any of their respective Affiliates nor any person
acting on their behalf shall have any liability (including, to the
extent legally permissible, any fiduciary duties), in respect of
its conduct of the Bookbuilding Process or of such alternative
method of effecting the Initial Placing as the Joint Bookrunners
and the Company may determine. No commissions will be paid to
Placees or by Placees in respect of any Placing Shares.
Each Placee's obligations will be owed to the Company and to the
relevant Joint Bookrunner. Following the oral confirmation referred
to above, each Placee will also have an immediate, separate,
irrevocable and binding obligation, owed to the Company and the
relevant Joint Bookrunner as agent of the Company, to pay to the
relevant Joint Bookrunner (or as it may direct) in cleared funds an
amount equal to the product of the Placing Price and the number of
Placing Shares such Placee has agreed to acquire.
All obligations of the Joint Bookrunners under the Placing
Agreement will be subject to fulfilment of the conditions referred
to below under "Conditions of the Initial Placing".
Conditions of the Initial Placing
The Initial Placing is conditional upon the Placing Agreement
becoming unconditional and not having been terminated in accordance
with its terms.
The obligations of the Joint Bookrunners under the Placing
Agreement are conditional, inter alia, on:
1. none of the representations and warranties on the part of the
Company and the Investment Manager contained in the Placing
Agreement being untrue or inaccurate, in any material respect, or
misleading on and as of the date of the Placing Agreement and at
all times between the date of the Placing Agreement and Admission,
as though they had been given and made by reference to the facts
and circumstances then subsisting;
2. the performance by the Company and the Investment Manager of
their respective obligations and undertakings under the Placing
Agreement insofar as they fall to be performed prior to
Admission;
3. the Resolutions having been duly passed at the EGM; and
4. Admission occurring not later than 8.00 a.m. (Dublin/London
time) on 29 October 2021 or such later time as the Company and the
Joint Bookrunners may agree in writing (but in any event not later
than 8.00 a.m. (Dublin/London time) on 5 November 2021 ).
If (a) any condition is not satisfied in all respects (or to the
extent permitted under the Placing Agreement waived by the Joint
Bookrunners), or (b) the Placing Agreement is terminated in the
circumstances specified below, the Initial Placing will lapse and
each Placee's rights and obligations hereunder shall cease and
determine at such time and no claim may be made by a Placee in
respect thereof. None of the Joint Bookrunners, the Company, or any
of their respective Affiliates shall have any liability to any
Placee (or to any other person whether acting on behalf of a Placee
or otherwise) in respect of any decision it may make as to whether
or not to waive or to extend the time and/or date for the
satisfaction of any condition in the Placing Agreement or in
respect of the Initial Placing generally.
By participating in the Initial Placing, each Placee agrees that
its rights and obligations hereunder terminate only in the
circumstances described below under "Right to terminate under the
Placing Agreement" and will not be capable of rescission or
termination by the Placee.
Right to terminate under the Placing Agreement
The Joint Bookrunners may, at any time before Admission,
terminate the Placing Agreement by giving notice to the Company and
the Investment Manager if, inter alia:
1. there has been a breach, by the Company or the Investment
Manager, of any of the representations, warranties or undertakings
in the Placing Agreement which, in the good faith opinion of either
of the Joint Bookrunners, is material; or
2. it comes to the notice of the Joint Bookrunners that any
statement contained in this Announcement, or any other document or
announcement issued or published by or on behalf of the Company in
connection with the Initial Placing, is or has become untrue,
incorrect or misleading and which, in the good faith opinion of
either of the Joint Bookrunners, is material; or
3. in the reasonable opinion of either of the Joint Bookrunners
there shall have been a material adverse change (whether or not
foreseeable at the date of the Placing Agreement) in the condition
(financial, operational, legal or otherwise) or in the trading
position, earnings, management, business, solvency or prospects of
the Company, the Group or Investment Manager, whether or not
arising in the ordinary course of business; or
4. there occurs, in the good faith opinion of either of the
Joint Bookrunners, any material adverse change in the financial
markets in the United States, the United Kingdom or in any member
or associate member of the European Union or the international
financial markets, any outbreak or escalation of hostilities, war,
act of terrorism, declaration of emergency or martial law or other
calamity or crisis or event or any change or development involving
a prospective change in national or international political,
financial, economic, monetary or market conditions or currency
exchange rates or controls, the effect of which (either singly or
together) is such as to make it in the good faith judgement of
either of the Joint Bookrunners impracticable or inadvisable to
market the Placing Shares or to enforce contracts for sale of or
subscription for the Placing Shares, or which may prejudice the
success of the Initial Placing or dealings in Placing Shares in the
secondary market.
By participating in the Initial Placing, each Placee agrees with
the Joint Bookrunners that the exercise (or the refraining from
exercise) by the Joint Bookrunners of any right of termination or
other discretion under the Placing Agreement shall be within the
absolute discretion of the Joint Bookrunners and that the Joint
Bookrunners need not make any reference to the Placees in this
regard and that, to the fullest extent permitted by law, the Joint
Bookrunners shall have no liability whatsoever to the Placees in
connection with any such exercise.
Lock-up
The Company has undertaken to the Joint Bookrunners that,
between the date of the Placing Agreement and 180 days after
Admission, it will not, without the prior written consent of the
Joint Bookrunners enter into certain transactions involving or
relating to the Ordinary Shares, subject to certain carve-outs
agreed between the Joint Bookrunners and the Company.
By participating in the Initial Placing, Placees agree that the
exercise by the Joint Bookrunners of any power to grant consent to
waive the undertaking by the Company of a transaction which would
otherwise be subject to the lock-up under the Placing Agreement
shall be within the absolute discretion of the Joint Bookrunners
and that they need not make any reference to, or consultation with,
Placees and that they shall have no liability to Placees whatsoever
in connection with any such exercise of the power to grant
consent.
No prospectus or admission document
No prospectus or admission document has been or will be prepared
in relation to the Initial Placing and no such prospectus or
admission document is required (in accordance with Regulation
2017/1129 (the "Prospectus Regulation") or the UK Prospectus
Regulation or the AIM Rules and Euronext Growth Rules respectively)
to be published and Placees' commitments will be made solely on the
basis of the information contained in this Announcement and any
information previously published by or on behalf of the Company by
notification to a Regulatory Information Service. Each Placee, by
accepting a participation in the Initial Placing, agrees that the
content of this Announcement is exclusively the responsibility of
the Company and confirms to the Joint Bookrunners and the Company
that it has neither received nor relied on any information,
representation, warranty or statement made by or on behalf of the
Joint Bookrunners (other than the amount of the relevant Initial
Placing participation in the oral confirmation given to Placees by
the Joint Bookrunners (or either of them) and the trade
confirmation referred to below), any of their respective
Affiliates, nor any persons acting on their behalf or the Company
and neither the Joint Bookrunners nor any of their respective
Affiliates, any persons acting on their behalf, nor the Company
will be liable for the decision of any Placee to participate in the
Initial Placing based on any other information, representation,
warranty or statement which the Placee may have obtained or
received (regardless of whether or not such information,
representation, warranty or statement was given or made by or on
behalf of any such persons). By participating in the Initial
Placing, each Placee acknowledges to and agrees with each Joint
Bookrunner (for itself and as agent for the Company) that, except
in relation to the information contained in this Announcement, it
has relied on its own investigation of the business, financial or
other position of the Company in deciding to participate in the
Initial Placing. Nothing in this paragraph shall exclude the
liability of any person for fraudulent misrepresentation.
Registration and settlement
Settlement of transactions in the Placing Shares (ISIN
IE00BF2NR112) following Admission will take place within the
central securities depositary system administered by Euroclear Bank
SA/NV ("Euroclear Bank") (the "Euroclear System"), using the
delivery versus payment mechanism, subject to certain exceptions.
Subject to certain exceptions, the Joint Bookrunners reserve the
right to require settlement for and delivery of the Placing Shares
to Placees by such other means that they deem necessary, if
delivery or settlement is not possible or practicable within the
Euroclear System within the timetable set out in this announcement
or would not be consistent with the regulatory requirements in the
Placee's jurisdiction.
Each Placee allocated Placing Shares in the Initial Placing will
be sent a trade confirmation stating the number of Placing Shares
allocated to it, the Placing Price, the aggregate amount owed by
such Placee and settlement instructions. Placees should settle
against Euroclear ID: EC 66909 for Davy, and Euroclear ID: 24271
for RBC. It is expected that such trade confirmation will be
despatched on 19 October 2021 and that this will also be the trade
date. Each Placee agrees that it will do all things necessary to
ensure that delivery and payment is completed in accordance with
either the standing Euroclear system or certificated settlement
instructions which it has in place with the Joint Bookrunners.
It is expected that settlement will be on 29 October 2021 on a
DVP basis in accordance with the instructions set out in the trade
confirmation unless otherwise notified by the Joint
Bookrunners.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of two percentage points above the base rate of
LIBOR as determined by the Joint Bookrunners.
Each Placee is deemed to agree that if it does not comply with
these obligations, the Joint Bookrunners may sell any or all of the
Placing Shares allocated to the Placee on such Placee's behalf and
retain from the proceeds, for the Joint Bookrunners' own account
and profit, an amount equal to the aggregate amount owed by the
Placee plus any interest due. The Placee will, however, remain
liable for any shortfall below the aggregate amount owed by such
Placee and it may be required to bear any stamp duty or stamp duty
reserve tax (together with any interest or penalties) which may
arise upon the sale of such Placing Shares on such Placee's
behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, the Placee should ensure that the trade
confirmation is copied and delivered immediately to the relevant
person within that organisation.
Insofar as Placing Shares are registered in the Placee's name or
that of its nominee or in the name of any person for whom the
Placee is contracting as agent or that of a nominee for such
person, such Placing Shares will, subject as provided below, be so
registered free from any liability to stamp duty or stamp duty
reserve tax. If there are any circumstances in which any other
stamp duty or stamp duty reserve tax is payable in respect of the
issue of the Placing Shares, none of the Joint Bookrunners or the
Company shall be responsible for the payment thereof. Placees will
not be entitled to receive any fee or commission in connection with
the Initial Placing.
Representations and Warranties
By participating in the Initial Placing, each Placee (and any
person acting on such Placee's behalf):
1. represents and warrants that it has read and understood this
Announcement in its entirety (including this Appendix) and
acknowledges that its participation in the Initial Placing will be
governed by the terms of this announcement (including this
Appendix);
2. acknowledges that no prospectus, admission document or
offering document has been or will be prepared in connection with
the Initial Placing; and it has not received and will not receive a
prospectus, admission document or other offering document in
connection with the Bookbuilding Process, the Initial Placing or
the Placing Shares;
3. agrees to indemnify on an after-tax basis and hold harmless
each of the Company, the Joint Bookrunners, their respective
Affiliates and any person acting on their behalf from any and all
costs, claims, liabilities and expenses (including legal fees and
expenses) arising out of or in connection with any breach of the
representations, warranties, acknowledgements, agreements and
undertakings in this Announcement and further agrees that the
provisions of this Announcement shall survive after completion of
the Initial Placing;
4. acknowledges that the Placing Shares of the Company will be
admitted to trading on Euronext Growth and AIM, and the Company is
therefore required to publish certain business and financial
information in accordance with the rules and practices of Euronext
Dublin, the London Stock Exchange, the Market Abuse Regulation (EU
Regulation No. 596/2014) ("MAR") and MAR as it forms part of United
Kingdom law by virtue of the EUWA (collectively, the "Exchange
Information") and that the Placee is able to obtain or access the
Exchange Information without undue difficulty;
5. acknowledges that none of the Joint Bookrunners or any of
their respective Affiliates or any person acting on their behalf
has provided, and will not provide it with any material or
information regarding the Placing Shares or the Company; nor has it
requested the Joint Bookrunners or any of their respective
Affiliates or any person acting on their behalf to provide it with
any such material or information;
6. acknowledges that the content of this announcement is
exclusively the responsibility of the Company and that none of the
Joint Bookrunners or any of their respective Affiliates or any
person acting on their behalf will be responsible for or shall have
any liability for any information, representation or statement
relating to the Company contained in this Announcement or any
information previously published by or on behalf of the Company and
none of the Joint Bookrunners or any of their respective Affiliates
or any person acting on their behalf will be liable for any
Placee's decision to participate in the Initial Placing based on
any information, representation or statement contained in this
Announcement or otherwise. Each Placee further represents, warrants
and agrees that the only information on which it is entitled to
rely and on which such Placee has relied in committing to subscribe
for the Placing Shares is contained in this Announcement and any
Exchange Information, such information being all that it deems
necessary to make an investment decision in respect of the Placing
Shares, and that it has relied on its own investigation with
respect to the Placing Shares and the Company in connection with
its decision to subscribe for the Placing Shares and acknowledges
that it is not relying on any investigation that the Joint
Bookrunners or any of their respective Affiliates or any person
acting on their behalf may have conducted with respect to the
Placing Shares or the Company and none of such persons has made any
representations to it, express or implied, with respect
thereto;
7. acknowledges that it has knowledge and experience in
financial, business and international investment matters as is
required to evaluate the merits and risks of subscribing for the
Placing Shares. It further acknowledges that it is experienced in
investing in securities of this nature and is aware that it may be
required to bear, and is able to bear, the economic risk of, and is
able to sustain, a complete loss in connection with the Initial
Placing. It has had sufficient time to consider and conduct its own
investigation with respect to the offer and subscription for the
Placing Shares, including the tax, legal and other economic
considerations and has relied upon its own examination and due
diligence of the Company and its affiliates taken as a whole, and
the terms of the Initial Placing, including the merits and risks
involved;
8. represents and warrants that it if it has received any inside
information (for the purposes of MAR, UK MAR or other applicable
law) about the Company in advance of the Initial Placing, it has
not (a) dealt (or attempted to deal) in the securities of the
Company; (b) encouraged, recommended or induced another person to
deal in the securities of the Company; or (c) unlawfully disclosed
such information to any person, prior to the information being made
publicly available;
9. acknowledges that it has not relied on any information
relating to the Company contained in any research reports prepared
by the Joint Bookrunners or their respective Affiliates or any
person acting on their behalf and understands that (i) none of the
Joint Bookrunners or any of their respective Affiliates or any
person acting on their behalf has or shall have any liability for
public information or any representation; (ii) none of the Joint
Bookrunners or any of their respective Affiliates or any person
acting on their behalf has or shall have any liability for any
additional information that has otherwise been made available to
such Placee, whether at the date of publication, the date of this
Announcement or otherwise; and that (iii) none of the Joint
Bookrunners or any of their respective Affiliates or any person
acting on their behalf makes any representation or warranty,
express or implied, as to the truth, accuracy or completeness of
such information, whether at the date of publication, the date of
this Announcement or otherwise;
10. represents and warrants that (i) it is entitled to acquire
the Placing Shares under the laws and regulations of all relevant
jurisdictions which apply to it; (ii) it has fully observed such
laws and regulations and obtained all such governmental and other
guarantees and other consents and authorities which may be required
thereunder and complied with all necessary formalities; (iii) it
has all necessary capacity to commit to participation in the
Initial Placing and to perform its obligations in relation thereto
and will honour such obligations; (iv) it has paid any issue,
transfer or other taxes due in connection with its participation in
any territory; and (v) it has not taken any action which will or
may result in the Company, the Joint Bookrunners or any of their
respective Affiliates or any person acting on their behalf being in
breach of the legal and/or regulatory requirements of any territory
in connection with the Initial Placing;
11. it and each account it represents is not, and at the time
the Placing Shares are subscribed for, neither it nor the
beneficial owner of the Placing Shares will be, a citizen, resident
or national of Australia, Canada, New Zealand, Japan, any
Ineligible Member State or any jurisdiction in which it would be
unlawful to make or accept an offer of the Placing Shares and
acknowledges that the Placing Shares have not been and will not be
registered under the securities legislation of Australia, the
Republic of South Africa, Canada, New Zealand, Japan or any
Ineligible Member State and, subject to certain exceptions, may not
be offered, sold, transferred, taken up, renounced, distributed or
delivered, directly or indirectly, within or into those
jurisdictions;
12. it will not distribute, forward, transfer or otherwise
transmit this Announcement or any other materials concerning the
Initial Placing (including any electronic copies thereof), in or
into the United States, Australia, Canada, New Zealand, Japan or
any Ineligible Member State ;
13. represents and warrants that it understands that 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 only be acquired by
non-US Persons in "offshore transactions" as defined in and
pursuant to Regulation S under the Securities Act or in
transactions exempt from or not subject to the registration
requirements of the Securities Act;
14. if it is a US Person, it is a "qualified institutional
buyer" ("QIB") as defined in Rule 144A under the Securities Act and
the rules of the U.S. Securities Exchange Commission thereunder
that is also a "qualified purchaser" ("QP") as defined in Section
2(a)(51) of the US Investment Company Act of 1940, as amended (the
"Investment Company Act"), and has acknowledged and complied with
all of the requirements as set out under the heading "United States
Purchase and Transfer Restrictions" below, including the delivery
of a signed investor representation letter to the Company and the
Joint Bookrunners or (b) it is not a US Person, that (i) the
Placing Shares have not been or will be registered under the
Securities Act and are being offered outside the United States in
compliance with Regulation S and that it is purchasing such Placing
Shares outside the United States in compliance with such
regulations; (ii) the Company has not registered, and does not
intend to register, as an investment company under the Investment
Company Act and the Placing Shares may only be transferred under
circumstances which will not result in the Company being required
to register under the Investment Company Act and (iii) that, in
each case, it agrees to sell, transfer, assign, pledge or otherwise
dispose of the Placing Shares to non -- US Persons in "offshore
transactions" as defined in and in compliance with Regulation S
(which includes, for the avoidance of doubt, any bona fide sale on
the London Stock Exchange's Alternative Investment Market) or in
transactions that are exempt from registration under the Securities
Act and do not require the Company to register under the Investment
Company Act;
15. represents and warrants that, if it is a financial
intermediary, as that term is used in Article 5(1) of the
Prospectus Regulation and Article 5(1) of the UK Prospectus
Regulation, the Placing Shares purchased by it in the Initial
Placing will not be acquired on a non-discretionary basis on behalf
of, nor will they be acquired with a view to their offer or resale
to, persons in an Ineligible Member State or an Eligible Member
State or the United Kingdom other than to persons (i) who are:
"qualified investors" as defined in Article 2(e) of the Prospectus
Regulation or Article 2(e) of the UK Prospectus Regulation or who
otherwise fall within Article 1(4)(a) to (d) of the Prospectus
Regulation or Article 1(4)(a) to (d) of the UK Prospectus
Regulation (and which circumstances do not result in any
requirement for the publication of a prospectus pursuant to Article
3 of the Prospectus Regulation or the UK Prospectus Regulation (as
the case may be)) and in each case (ii) who, if they are in
Ireland, the United Kingdom, the Netherlands or Sweden are also
professional investors for the purposes of the AIFMD or the laws,
rules and regulations implementing AIFMD in the United Kingdom (as
the case may be) or in circumstances in which the prior consent of
the Joint Bookrunners has been given to the offer or resale;
16. represents and warrants that it has only communicated or
caused to be communicated and will only communicate or cause to be
communicated any invitation or inducement to engage in investment
activity (within the meaning of section 21 of FSMA) relating to the
Placing Shares in circumstances in which it is permitted to do so
pursuant to section 21 of FSMA (to the extent applicable to
it);
17. represents and warrants that it has complied and will comply
with all applicable provisions of FSMA with respect to anything
done by it in relation to the Placing Shares in, from or otherwise
involving the United Kingdom;
18. represents and warrants that it has complied with its
obligations under the Criminal Justice Act 1993, section 118 of
FSMA, MAR, UK MAR and in connection with money laundering and
terrorist financing under the Proceeds of Crime Act 2002 (as
amended), the Terrorism Act 2000, the Terrorism Act 2006, the Money
Laundering Regulations 2007 (the "Regulations") and the Money
Laundering Sourcebook of the FCA and, if making payment on behalf
of a third party, that satisfactory evidence has been obtained and
recorded by it to verify the identity of the third party as
required by the Regulations. If within a reasonable time after a
request for verification of identity, the Joint Bookrunners have
not received such satisfactory evidence, the Joint Bookrunners may,
in their absolute discretion, terminate the Placee's participation
in the Initial Placing in which event all funds delivered by the
Placee to the Joint Bookrunners will be returned without interest
to the account of the drawee bank or Euroclear securities account
from which they were originally debited;
19. if in the United Kingdom, represents and warrants that it is
(a) a person falling within Article 19(5) of the FPO or (b) a
person falling within Article 49(2)(a) to (d) of the FPO and
undertakes that it will acquire, hold, manage or dispose of any
Placing Shares that are allocated to it for the purposes of its
business;
20. if in Ireland, the United Kingdom, the Netherlands or
Sweden, represents and warrants that it is a qualified investor
falling within Article 2(e) of the Prospectus Regulation or Article
2(e) of the UK Prospectus Regulation (as the case may be);
21. represents and warrants that it is not located in an
Ineligible Member State and, if it is located in Ireland, the
United Kingdom, the Netherlands or Sweden, represents and warrants
that it is a professional investor for the purposes of the AIFMD or
the laws, rules and regulations implementing AIFMD in the United
Kingdom (as the case may be);
22. if in Switzerland, represents and warrants that it is a
"qualified investor" as defined in Article 10(3) of the Swiss
Collective Investment Schemes Act in conjunction with Article 4(4)
of the Swiss Financial Services Act;
23. if in South Africa, represents and warrants that it is: (i)
a person whose business it is to deal in securities, (ii) a Public
Investment Corporation as defined in the South African Public
Investment Corporation Act No. 23 of 2004, (iii) a person or entity
regulated by the Reserve Bank of South Africa, (iv) an authorised
financial service providers as defined in the South African
Financial Advisory and Intermediary Services Act No. 37 of 2002,
(v) financial institutions, (vi) or wholly-owned subsidiaries of
the persons in (iii), (iv) and (v); or (vii) any combination of
persons contemplated in (i) to (vi);
24. undertakes that it (and any person acting on its behalf)
will pay for the Placing Shares acquired by it in accordance with
this Announcement on the due time and date set out herein against
delivery of such Placing Shares to it, failing which the relevant
Placing Shares may be placed with other Placees or sold as the
Joint Bookrunners may, in their absolute discretion, determine and
it will remain liable for any shortfall below the net proceeds of
such sale and the placing proceeds of such Placing Shares and may
be required to bear any stamp duty or stamp duty reserve tax
(together with any interest or penalties due pursuant to the terms
set out or referred to in this Announcement) which may arise upon
the sale of such Placee's Placing Shares on its behalf;
25. acknowledges that none of the Joint Bookrunners or any of
their respective Affiliates or any person acting on their behalf is
making any recommendations to it or advising it regarding the
suitability or merits of any transaction it may enter into in
connection with the Initial Placing, and acknowledges that none of
the Joint Bookrunners or any of their respective Affiliates or any
person acting on their behalf has any duties or responsibilities to
it for providing advice in relation to the Initial Placing or in
respect of any representations, warranties, undertakings or
indemnities contained in the Placing Agreement or for the exercise
or performance of any of the Joint Bookrunners' rights and
obligations thereunder, including any right to waive or vary any
condition or exercise any termination right contained therein;
26. undertakes that (i) the person whom it specifies for
registration as holder of the Placing Shares will be (a) the Placee
or (b) the Placee's nominee, as the case may be, (ii) none of the
Joint Bookrunners or the Company will be responsible for any
liability to stamp duty or stamp duty reserve tax resulting from a
failure to observe this requirement and (iii) the Placee and any
person acting on its behalf agrees to acquire the Placing Shares on
the basis that the Placing Shares will be credited to the Euroclear
Bank securities clearance account of one of the Joint Bookrunners
which will hold them as settlement agent as nominee for the Placee
until settlement in accordance with its standing settlement
instructions with payment for the Placing Shares being made
simultaneously upon receipt of the Placing Shares in the Placee's
stock account on a delivery versus payment basis;
27. acknowledges that these terms and conditions and any
agreements entered into by it pursuant to these terms and
conditions, and any non-contractual obligations arising out of or
in connection with such agreements, shall be governed by and
construed in accordance with the laws of Ireland and it submits (on
behalf of itself and on behalf of any person on whose behalf it is
acting) to the exclusive jurisdiction of the Irish courts as
regards any claim, dispute or matter arising out of any such
contract, except that enforcement proceedings in respect of the
obligation to make payment for the Placing Shares (together with
any interest chargeable thereon) may be taken by the Joint
Bookrunners or the Company in any jurisdiction in which the
relevant Placee is incorporated or in which any of its securities
have a quotation on a recognised stock exchange;
28. acknowledges that it irrevocably appoints any director of
either Joint Bookrunners as its agent for the purposes of executing
and delivering to the Company and/or its registrars any documents
on its behalf necessary to enable it to be registered as the holder
of any of the Placing Shares agreed to be taken up by it under the
Initial Placing;
29. acknowledges that the Placing Shares have not been and will
not be registered nor will a prospectus be cleared in respect of
the Placing Shares under the securities legislation of any
Prohibited Jurisdiction and, subject to certain exceptions, may not
be offered, sold, taken up, renounced, delivered or transferred,
directly or indirectly, within any Prohibited Jurisdiction;
30. represents and warrants that any person who confirms to the
Joint Bookrunners on behalf of a Placee an agreement to subscribe
for Placing Shares and/or who authorises the Investment Manager to
notify the Placee's name to the Company's registrar, has authority
to do so on behalf of the Placee;
31. acknowledges that the agreement to settle each Placee's
acquisition of Placing Shares (and/or the acquisition of a person
for whom it is contracting as agent) free of stamp duty and stamp
duty reserve tax depends on the settlement relating only to an
acquisition by it and/or such person direct from the Company of the
Placing Shares in question. Such agreement assumes that the Placing
Shares are not being acquired in connection with arrangements to
issue depositary receipts or to issue or transfer the Placing
Shares into a clearance service. If there were any such
arrangements, or the settlement related to other dealing in the
Placing Shares, stamp duty or stamp duty reserve tax may be
payable, for which none of the Company or the Joint Bookrunners
will be responsible. If this is the case, the Placee should take
its own advice and notify the Joint Bookrunners accordingly;
32. acknowledges that the Placing Shares will be issued and/or
transferred subject to the terms and conditions set out in this
Announcement (including this Appendix);
33. acknowledges that when a Placee or any person acting on
behalf of the Placee is dealing with a Joint Bookrunner, any money
held in an account with such Joint Bookrunner on behalf of the
Placee and/or any person acting on behalf of the Placee will not be
treated as client money within the meaning of the relevant rules
and regulations of that Joint Bookrunner. The Placee acknowledges
that the money will not be subject to the protections conferred by
the client money rules; as a consequence, this money will not be
segregated from the relevant Joint Bookrunner's money in accordance
with the client money rules and will be used by the relevant Joint
Bookrunner, as applicable, in the course of its business; and the
Placee will rank only as a general creditor of the relevant Joint
Bookrunner;
34. acknowledges and understands that the Company, the Joint
Bookrunners, and others will rely upon the truth and accuracy of
the foregoing representations, warranties, agreements, undertakings
and acknowledgements;
35. acknowledges that the basis of allocation will be determined
by the Company and Joint Bookrunners at their absolute discretion.
The right is reserved to reject in whole or in part and/or scale
back any participation in the Initial Placing;
36. irrevocably authorises the Company and the Joint Bookrunners
to produce this Announcement pursuant to, in connection with, or as
maybe required by any applicable law or regulation, administrative
or legal proceeding or official inquiry with respect to the matters
set forth herein; and
37. that its commitment to subscribe for Placing Shares on the
terms set out herein will continue notwithstanding any amendment
that may in future be made to the terms of the Initial Placing and
that Placees will have no right to be consulted or require that
their consent be obtained with respect to the Company's conduct of
the Initial Placing.
United States purchase and transfer restrictions
By participating in the Placing, each Placee that is located
within the United States or who is, or is acting for the account or
benefit of, a US Person acknowledges and agrees that it will (for
itself and any person(s) procured by it to subscribe for Placing
Shares and any nominee(s) for any such person(s)) be further deemed
to represent and warrant to each of the Company, the Investment
Manager, the Registrar, and the Joint Bookrunners that:
1. it is a QIB that is also a QP and has delivered to the
Company and the Joint Bookrunners a signed US investor
representation letter;
2. it confirms that: (i) it was not formed for the purpose of
investing in the Company; (ii) it is not investing more than 40% of
its total assets in the Company; and (iii) it is acquiring an
interest in the Placing Shares for its own account as principal, or
for the account of one or more other persons who are able to and
who shall be deemed to make all of the representations and
agreements in this section entitled "United States Purchase and
Transfer Restrictions" and in the US investor representation letter
and for whom it exercises sole investment discretion;
3. Each of its beneficial owners participate in investments made
by it pro rata in accordance with the beneficial owners' interests
in it and, accordingly, its beneficial owners cannot opt in or out
of investments made by it;
4. it understands that the Placing Shares have not been and will
not be registered under the Securities Act or with any securities
regulatory authority of any state or other jurisdiction 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 except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act;
5. it acknowledges that the Company has not registered, and does
not intend to register, as an investment company under the
Investment Company Act and that the Company has put in place
transfer and offering restrictions with respect to persons located
in the United States and US Persons described herein so that the
Company will qualify for the exemption provided under Section
3(c)(7) of the Investment Company Act and to ensure that the
Company will not be required to register as an investment
company;
6. it will not be entitled to the benefits of the Investment Company Act;
7. it is knowledgeable, sophisticated and experienced in
business and financial matters and it fully understands the
limitations on ownership and transfer and the restrictions on sales
of the Placing Shares;
8. it is able to bear the economic risk of its investment in the
Placing Shares and is currently able to afford the complete loss of
such investment and is aware that there are substantial risks
incidental to the purchase of the Placing Shares;
9. no portion of the assets used to purchase, and no portion of
the assets used to hold, the Placing Shares or any bene cial
interest therein constitutes or will constitute the assets of (i)
an "employee bene t plan" as de ned in Section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA") that
is subject to Title I of ERISA; (ii) a "plan" as de ned in Section
4975 of the Internal Revenue Code of 1986, as amended (the "Code"),
including an individual retirement account or other arrangement
that is subject to Section 4975 of the Code; or (iii) an entity
which is deemed to hold the assets of any of the foregoing types of
plans, accounts or arrangements that is subject to Title I of ERISA
or Section 4975 of the Code. In addition, if an investor is a
governmental, church, non-US or other employee bene t plan that is
subject to any federal, state, local or non-US law that is
substantially similar to the provisions of Title I of ERISA or
Section 4975 of the Code, its purchase, holding, and disposition of
the Placing Shares must not constitute or result in a non-exempt
violation of any such substantially similar law;
10. that if any Placing Shares are issued in certi cated form,
then such certi cates evidencing ownership will contain a legend
substantially to the following effect unless otherwise determined
by the Company in accordance with applicable law:
THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A
TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMED (THE "SECURITIES ACT"), AND THE
COMPANY HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES INVESTMENT COMPANY ACT OF 1940, AS AMED (THE "INVESTMENT
COMPANY ACT"), AND THIS SECURITY OR ANY BENEFICIAL INTEREST THEREIN
MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF
SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. BY
PURCHASING THE SECURITY REPRESENTED HEREBY THE HOLDER OF THIS
SECURITY OR ANY BENEFICIAL INTEREST THEREIN AGREES FOR THE BENEFIT
OF THE COMPANY THAT THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED
OR OTHERWISE TRANSFERRED, ONLY (I) OUTSIDE OF THE UNITED STATES TO
A NON-U.S. PERSON IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH
RULE 903 OR RULE 904 UNDER THE SECURITIES ACT OR (II) TO A PERSON
WITHIN THE UNITED STATES, OR TO A US PERSON, THAT IS BOTH A
"QUALIFIED INSTITUTIONAL BUYER" WITHIN THE MEANING OF RULE 144A
UNDER THE SECURITIES ACT AND A "QUALIFIED PURCHASER" WITHIN THE
MEANING OF THE INVESTMENT COMPANY ACT, IN EACH OF CASES (I) OR (II)
IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF
THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THE COMPANY
AND ITS REGISTRAR WILL REFUSE TO REGISTER A TRANSFER TO A US PERSON
THAT DOES NOT MEET THE REQUIREMENTS REFERRED TO IN (II) ABOVE. THE
COMPANY AND ITS ADMINISTRATOR MAY REFUSE TO REGISTER A TRANSFER
THAT DOES NOT MEET THE RESTRICTIONS REFERRED TO HEREIN. EACH
HOLDER, BY ITS ACCEPTANCE OF THESE SHARES, REPRESENTS THAT IT
UNDERSTANDS AND AGREES TO THE FOREGOING RESTRICTIONS. THE HOLDER
WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY
TRANSFEREE OF THESE SHARES OF THE RESALE RESTRICTIONS REFERRED TO
HEREIN.
THE HOLDER OF THIS SECURITY AND ANY SUBSEQUENT TRANSFEREE WILL
BE DEEMED TO REPRESENT, WARRANT AND AGREE THAT NO PORTION OF THE
ASSETS USED TO PURCHASE, AND NO PORTION OF THE ASSETS USED TO HOLD,
THE ORDINARY SHARES OR ANY BENEFICIAL INTEREST THEREIN CONSTITUTES
OR WILL CONSTITUTE THE ASSETS OF (I) AN "EMPLOYEE BENEFIT PLAN" AS
DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMED ("ERISA") THAT IS SUBJECT TO TITLE I OF ERISA;
(II) A "PLAN" AS DEFINED IN SECTION 4975 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMED (THE "CODE"), INCLUDING AN INDIVIDUAL
RETIREMENT ACCOUNT OR OTHER ARRANGEMENT, THAT IS SUBJECT TO SECTION
4975 OF THE CODE; OR (III) AN ENTITY WHICH IS DEEMED TO HOLD THE
ASSETS OF ANY OF THE FOREGOING TYPES OF PLANS, ACCOUNTS OR
ARRANGEMENTS THAT IS SUBJECT TO TITLE I OF ERISA OR SECTION 4975 OF
THE CODE. IN ADDITION, IF AN INVESTOR IS A GOVERNMENTAL, CHURCH,
NON-US OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE, LOCAL
OR NON-US LAW OR REGULATION THAT IS SUBSTANTIALLY SIMILAR TO THE
PROVISIONS OF TITLE I OF ERISA OR SECTION 4975 OF THE CODE, ITS
PURCHASE, HOLDING, AND DISPOSITION OF THE ORDINARY SHARES WILL NOT
CONSTITUTE OR RESULT IN A NON-EXEMPT VIOLATION OF ANY SUCH
SUBSTANTIALLY SIMILAR LAW OR REGULATION."
11. it understands that the Company will not be registered as an
investment company under the Investment Company Act and that: (i)
if in the future it decides to offer, resell, pledge or otherwise
transfer any of the Placing Shares, such shares may be offered,
resold, pledged or otherwise transferred only in accordance with
the legend set out above and (ii) it will, and will notify each
subsequent holder that they will be required to, notify any
subsequent purchaser of the Placing Shares of the resale
restrictions referred to in (i) above except, in the case of a
transfer through the Euroclear System of the Placing Shares in
uncertificated form only, if such notification is not possible;
12. If the Placing Shares are being held in uncertificated form
and, at some point in the future, I determine to offer, sell,
transfer, assign or otherwise dispose of the Placing Shares: (i) It
will do so only in a transaction (a "Disposition") executed on or
through the facilities of the London Stock Exchange; (ii) neither
it nor any person acting on its behalf will prearrange such
Disposition with a buyer in the United States or known to be a US
Person; (iii) no "directed selling efforts" (as defined in
Regulation S) will be made in the United States in connection with
such Disposition by it, any of its affiliates or any person acting
on its or their behalf; and (iv) no offer will be made to a person
in the United States or to a person known to be a US Person in
connection with such Disposition by it or any person acting on its
behalf.
13. it agrees that the Company may require a certification in
support of any transfer, in form and substance satisfactory to the
Company and agree that the Company, the registrar or any transfer
agent may reasonably require additional evidence or documentation
supporting compliance with applicable securities laws, and, prior
to the registration of any transfer, the Company may require of a
proposed transferee or transferor such certifications,
notifications, agreements and warranties and legal opinions of duly
qualified counsel as they may reasonably require (including, but
not limited to, that the transferee is not a US Person or is a US
Person that is a QIB and a QP), so as to ensure the proposed
transferee would be entitled to hold the same in accordance with
these provisions and that all applicable laws will be or would have
been complied with. It understands that the Company, the registrar
and transfer agent for the Placing Shares will not be required to
accept for registration of transfer any Placing Shares by it except
upon presentation of evidence satisfactory to the Company and the
transfer agent that the foregoing restrictions on transfer have
been complied with.
14. it acknowledges that the Company reserves the right to make
inquiries of any holder of the Placing Shares or interests therein
at any time as to such person's status under the US federal
securities laws and to require any such person that has not satis
ed the Company that holding by such person will not violate or
require registration under the US securities laws to transfer such
Placing Shares or interests in accordance with the Articles (as
amended from time to time); and
15. the Company is required to comply with the U.S. Foreign
Account Tax Compliance Act of 2010 and any regulations made
thereunder or associated therewith (for the purposes of this Part
II, "FATCA") and that the Company will follow FATCA's extensive
reporting and withholding requirements. The Placee agrees to
furnish any information and documents which the Company may from
time to time request, including but not limited to information
required under FATCA.
The Company, the Investment Manager, and the Joint Bookrunners
and their respective directors, officers, agents, employees,
advisers and others will rely upon the truth and accuracy of the
foregoing representations, warranties, acknowledgments and
agreements.
If any of the representations, warranties, acknowledgments or
agreements made by the Placee are no longer accurate or have not
been complied with, the Placee will immediately notify the
Company.
The acknowledgements, agreements, undertakings, representations
and warranties referred to above are given to each of the Company
and the Joint Bookrunners (for their own benefit and, where
relevant, the benefit of their Affiliates and any person acting on
their behalf) and are irrevocable.
No claim shall be made against the Company, the Joint
Bookrunners, or their respective Affiliates or any other person
acting on behalf of any of such persons by a Placee to recover any
damage, cost, charge or expense which it may suffer or incur by
reason of or arising from the carrying out by it of the work to be
done by it pursuant hereto or the performance of its obligations
hereunder or otherwise in connection with the Initial Placing.
The acknowledgements, agreements, undertakings, representations
and warranties referred to above may be waived or modified in whole
or in part in respect of any Placee with the prior agreement of the
Company and the Joint Bookrunners.
No Irish or United Kingdom stamp duty or stamp duty reserve tax
should be payable to the extent that the Placing Shares are issued
or deposited (as the case may be) into the Euroclear System to or
with, or to or with the nominee of, a Placee who holds those shares
beneficially (and not as agent or nominee for any other person)
within the Euroclear System and registered in the name of such
Placee or such Placee's nominee.
Any arrangements to issue or transfer the Placing Shares into a
depositary receipts system or a clearance service or to hold the
Placing Shares as agent or nominee of a person to whom a depositary
receipt may be issued or who will hold the Placing Shares in a
clearance service, or any arrangements subsequently to transfer the
Placing Shares, may give rise to stamp duty and/or stamp duty
reserve tax, for which none of the Company or the Joint Bookrunners
will be responsible and the Placee to whom (or on behalf of whom,
or in respect of the person for whom it is participating in the
Initial Placing as an agent or nominee) the allocation, allotment,
issue or delivery of Placing Shares has given rise to such stamp
duty or stamp duty reserve tax undertakes to pay such stamp duty or
stamp duty reserve tax forthwith and to indemnify on an after-tax
basis and to hold harmless the Company and the Joint Bookrunners in
the event that any of the Company and/or the Joint Bookrunners have
incurred any such liability to stamp duty or stamp duty reserve
tax.
In addition, Placees should note that they will be liable for
any capital duty, stamp duty and all other stamp, issue,
securities, transfer, registration, documentary or other duties or
taxes (including any interest, fines or penalties relating thereto)
payable outside Ireland and the United Kingdom by them or any other
person on the acquisition by them of any Placing Shares or the
agreement by them to acquire any Placing Shares.
All times and dates in this Announcement may be subject to
amendment. The Joint Bookrunners shall notify the Placees and any
person acting on behalf of the Placees of any such changes.
This Announcement has been issued by the Company and is the sole
responsibility of the Company.
Each Placee, and any person acting on behalf of a Placee,
acknowledges that the Joint Bookrunners do not owe any fiduciary or
other duties to any Placee in respect of any representations,
warranties, undertakings or indemnities in the Placing
Agreement.
Each Placee and any person acting on behalf of a Placee
acknowledges and agrees that the Joint Bookrunners, or any of their
respective Affiliates may, at their absolute discretion, agree to
become a Placee in respect of some or all of the Placing
Shares.
The rights and remedies of the Joint Bookrunners and the Company
under these terms and conditions are in addition to any rights and
remedies which would otherwise be available to each of them and the
exercise or partial exercise of one will not prevent the exercise
of others.
Each Placee may be asked to disclose in writing or orally to the
Joint Bookrunners:
(a) if he is an individual, his nationality; or
(b) if he is a discretionary fund manager, the jurisdiction in
which the funds are managed or owned.
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END
IOEBRBDGUBGDGBX
(END) Dow Jones Newswires
October 04, 2021 02:00 ET (06:00 GMT)
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