TIDMGRP
RNS Number : 9176G
Greencoat Renewables PLC
01 April 2022
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, BY ANY
MEANS OR MEDIA, IN OR INTO OR FROM THE UNITED STATES (OR TO ANY US
PERSON), CANADA, AUSTRALIA, NEW ZEALAND, JAPAN, THE REPUBLIC OF
SOUTH AFRICA OR ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA
(OTHER THAN IRELAND, GERMANY, THE NETHERLANDS OR SWEDEN (TOGETHER
THE "ELIGIBLE MEMBER STATES"), AND THEN, ONLY TO PERSONS IN
ELIGIBLE MEMBER STATES WHO ARE NOT RETAIL INVESTORS), THE UNITED
KINGDOM (OTHER THAN TO PERSONS IN THE UNITED KINGDOM WHO ARE NOT
RETAIL INVESTORS) OR ANY OTHER JURISDICTION IN WHICH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN THE COMPANY.
1 April 2022
Greencoat Renewables PLC
Result of Placing
Greencoat Renewables PLC raises gross proceeds of EUR 281.5
million in oversubscribed placing
1 April 2022 | Greencoat Renewables PLC ("Greencoat Renewables"
or the "Company"), the renewable infrastructure company, invested
in euro-denominated assets, is pleased to announce the result of
the Placing launched on 21 March 2022.
Highlights of the Placing:
- Gross proceeds of EUR 281.5 million in an oversubscribed placing;
- 251,351,351 Placing Shares will be issued at the Placing Price
of EUR1.12 per Placing Share, utilising the remaining capacity
under the 400 million Share Issuance Programme due to substantial
demand, and increasing the total issued share capital of the
Company to 1,141,238,938 Ordinary Shares;
- The Placing Shares to be issued represent approximately 28% of
the Company's existing issued Ordinary Share capital prior to the
Placing;
- The Company has multiple attractive near-term investment
opportunities under consideration in Ireland and continental
European markets; and
- Net proceeds will be used to provide the Company with the
flexibility to execute on assets under exclusivity and meet
obligations under committed forward sale investments, all while
maintaining gearing within the Company's target range of
40-60%.
Rónán Murphy, Chairman of Greencoat Renewables, commented:
"I am very pleased with the oversubscribed placing, reflecting
shareholder confidence as we continue to build one of the leading
European renewable energy infrastructure companies.
As the transition to renewable energy gathers pace, I am very
optimistic about the prospects for the business and look forward to
deploying these proceeds to deliver on our ambitious growth
strategy."
The Company has made applications to Euronext Dublin and to the
London Stock Exchange for the Placing Shares to be admitted to
trading on Euronext Growth and AIM respectively. It is expected
that settlement of the Placing Shares will occur, Admission will
become effective and that dealings will commence in the Placing
Shares at 8.00 a.m. on 5 April 2022.
Rónán Murphy, who is a Director, has subscribed for 17,500
Placing Shares, so that following completion of the Placing, he
will hold 235,194 Ordinary Shares representing c. 0.02 % of the
enlarged issued Ordinary Share capital of the Company.
Marco Graziano, who is a Director, has subscribed for 25,000
Placing Shares, so that following completion of the Placing, he
will hold 90,000 Ordinary Shares, representing c. 0.01 % of the
enlarged issued Ordinary Share capital of the Company.
Bertrand Gautier, who is a Partner of Greencoat Capital LLP, has
subscribed for 89,285 Placing Shares, so that following completion
of the Placing, he will hold 167,091 Ordinary Shares, representing
c. 0.01 % of the enlarged issued Ordinary Share capital of the
Company.
Capitalised terms not defined in this Announcement shall have
the meaning given to them in the announcement made by the Company
at 7 .00 a.m. on 21 March 2022 .
For further information on the Announcement, please contact:
Greencoat Renewables PLC: +44 20 7832 9400
Bertrand Gautier
Paul O'Donnell
Tom Rayner
Davy (Joint Global Co-Ordinator, Joint Bookrunner, Nomad and
Euronext Growth Adviser) +353 1 6796363
Ronan Veale
Barry Murphy
RBC (Joint Global Co-Ordinator and Joint Bookrunner) +44 20 7653 4000
Matthew Coakes
Duncan Smith
Elizabeth Evans
BNP Paribas (Joint Bookrunner) +44 20 7595 2000
Billy Quinlan
Tom Snowball
FTI Consulting (Media Enquiries) +353 1 765 0886
Jonathan Neilan
Melanie Farrell
AIFMD Disclosures
The Company is categorised as an externally managed alternative
investment fund for the purposes of the AIFMD. In accordance with
AIFMD, SFDR and the UK AIFM Regime, the attention of all
Shareholders and any prospective investors in the Company, through
the Share Issuance Programme or otherwise, is drawn to those
disclosures required to be made under AIFMD, SFDR and the UK AIFM
Regime from time to time and which are available on the Company's
website:
http://www.greencoat-renewables.com/investors/disclosures/aifmd.
About Greencoat Renewables PLC
Greencoat Renewables PLC is an investor in euro-denominated
renewable energy infrastructure assets. Initially focused solely on
the acquisition and management of operating wind farms in Ireland,
the Company is now also investing in wind and solar assets in
certain other European countries with stable and robust renewable
energy frameworks. It is managed by Greencoat Capital LLP, an
experienced investment manager in the listed renewable energy
infrastructure sector.
For more information about Greencoat Renewables PLC, please
visit http://www.greencoat-renewables.com/
For more information about Greencoat Capital LLP, please visit
http://www.greencoat-capital.com
IMPORTANT NOTICE
This Announcement and the information contained herein is not
for release, publication or distribution, directly or indirectly,
in whole or in part, in or into or from the United States, Canada,
Australia, New Zealand, Japan or any other jurisdiction where to do
so might constitute a violation of the relevant laws or regulations
of such jurisdiction.
The Placing Shares have not been and will not be registered
under the Securities Act or under the securities laws of any state
or other jurisdiction of the United States and may not be offered,
sold, resold or delivered, directly or indirectly, in or into the
United States absent registration except pursuant to an exemption
from or in a transaction not subject to the registration
requirements of the Securities Act
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Announcement should seek appropriate advice before taking
any action.
Any indication in this Announcement of the price at which the
Ordinary Shares of the Company have been bought or sold in the past
cannot be relied upon as a guide to future performance. Persons
needing advice should consult an independent financial adviser. No
statement in this Announcement is intended to be a profit forecast
and no statement in this Announcement should be interpreted to mean
that earnings per share of the Company for the current or future
financial years would necessarily match or exceed the historical
published earnings per share of the Company.
This Announcement has been issued by and is the sole
responsibility of the Company. Neither the Joint Global
Co-Ordinators , nor the Joint Bookrunner, nor any of their
respective affiliates accept any responsibility whatsoever for the
contents of the information contained in this Announcement or for
any other statement made or purported to be made by or on behalf of
the Joint Global Co-Ordinators or the Joint Bookrunner or any of
their respective affiliates in connection with the Company, the
Placing Shares or the Share Issuance Programme. The Joint Global
Co-Ordinators and the Joint Bookrunner and each of their respective
affiliates accordingly disclaim all and any liability, whether
arising in tort, contract or otherwise in respect of any statements
or other information contained in this Announcement and no
representation or warranty, express or implied, is made by the
Joint Global Co-Ordinators or the Joint Bookrunner or any of their
respective affiliates as to the accuracy, completeness or
sufficiency of the information contained in this Announcement.
Davy, which is regulated in Ireland by the Central Bank of
Ireland is acting as a Joint Global Co-Ordinator for the Company
and no-one else in connection with the Share Issuance Programme and
the Placing and is not, and will not be, responsible to anyone
other than the Company for providing the protections afforded to
its clients nor for providing advice in relation to the Share
Issuance Programme, the Placing and/or any other matter referred to
in this Announcement.
RBC, which is authorised in the United Kingdom by the Prudential
Regulatory Authority and regulated by the FCA and the Prudential
Regulatory Authority, is acting for the Company and for no one else
in connection with the Share Issuance Programme and the Placing and
is not, and will not be, responsible to anyone other than the
Company for providing the protections afforded to its clients nor
for providing advice in relation to the Share Issuance Programme,
the Placing and/or any other matter referred to in this
Announcement.
BNP Paribas which is authorised and regulated by the European
Central Bank and the Autorité de contrôle prudentiel et de
resolution and Deemed Authorised by the Prudential Regulation
Authority and with deemed variation of permission, subject to
regulation by the Financial Conduct Authority and limited
regulation by the Prudential Regulation Authority, is acting for
the Company and for no one else in connection with the Share
Issuance Programme and the Placing and is not, and will not be,
responsible to anyone other than the Company for providing the
protections afforded to its clients nor for providing advice in
relation to the Share Issuance Programme, the Placing and/or any
other matter referred to in this Announcement.
This Announcement does not identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the Placing Shares. Any investment
decision to buy Placing Shares in the Placing must be made solely
on the basis of publicly available information, which has not been
independently verified by the Joint Global Co-Ordinators or the
Joint Bookrunner.
This Announcement contains (or may contain) certain
forward-looking statements with respect to certain of the Company's
current expectations and projections about future events and the
Company's future financial condition and performance. These
statements, which sometimes use words such as "aim", "anticipate",
"believe", "may", "will", "should", "intend", "plan", "assume",
"estimate", "expect" (or the negative thereof) and words of similar
meaning, reflect the directors' current beliefs and expectations
and involve known and unknown risks, uncertainties and assumptions,
many of which are outside the Company's control and difficult to
predict, that could cause actual results and performance to differ
materially from any expected future results or performance
expressed or implied by the forward-looking statement. Statements
contained in this Announcement regarding past trends or activities
should not be taken as a representation that such trends or
activities will continue in the future. The information contained
in this Announcement speaks only as of the date of this
Announcement and is subject to change without notice and the
Company does not assume any responsibility or obligation to, and
does not intend to, update or revise publicly or review any of the
information contained herein, whether as a result of new
information, future events or otherwise, except to the extent
required by Euronext Dublin, the London Stock Exchange, the Central
Bank of Ireland, the FCA or by applicable law.
The Placing Shares to be issued pursuant to the Placing and the
Share Issuance Programme will not be admitted to trading on any
stock exchange other than AIM and Euronext Growth.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into, or forms part of, this Announcement.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and the product governance
requirements contained within Chapter 3 of the FCA Handbook Product
Intervention and Product Governance Sourcebook (the "UK Product
Governance Requirements") and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the MiFID Product Governance
Requirements and UK Product Governance Requirements) may otherwise
have with respect thereto, the Placing Shares have been subject to
a product approval process, which has determined that the Placing
Shares are: (i) compatible with an end target market of investors
who meet the criteria of professional clients as defined in MiFID
II and Regulation (EU) NO 600/2014 as it forms part of United
Kingdom domestic law by virtue of the EUWA; (ii) eligible
counterparties, as defined in MiFID II and the FCA's Conduct of
Business Sourcebook ("COBS") and (iii) eligible for distribution
through all distribution channels as are permitted by MiFID II and
the UK Product Governance Requirements (the "Target Market
Assessment").
Notwithstanding the Target Market Assessment, Distributors
should note that: the price of the Placing Shares may decline and
investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an
investment in the Placing Shares is compatible only with investors
who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or
other adviser) are capable of evaluating the merits and risks of
such an investment and who have sufficient resources to be able to
bear any losses that may result therefrom. The Target Market
Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the Placing. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, the Joint Global Co-Ordinators and the
Joint Bookrunner will only procure investors who meet the criteria
of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II or COBS; or (b) a recommendation to
any investor or group of investors to invest in, or purchase, or
take any other action whatsoever with respect to the Placing
Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
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END
IOEKZGGDKMFGZZG
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April 01, 2022 02:01 ET (06:01 GMT)
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