TIDMUKW
RNS Number : 9933Q
Greencoat UK Wind PLC
02 November 2021
02 November 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, NEW ZEALAND, JAPAN, THE
REPUBLIC OF SOUTH AFRICA, ANY MEMBER STATE OF THE EUROPEAN ECONOMIC
AREA (OTHER THAN THE REPUBLIC OF IRELAND, THE NETHERLANDS, GERMANY,
FINLAND OR SWEDEN) OR ANY OTHER JURISDICTION IN WHICH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL, AND IN RESPECT OF
RETAIL INVESTORS, ONLY TO RETAIL INVESTORS IN THE UK.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN THE COMPANY
This announcement is an advertisement and not a prospectus.
Investors should not purchase or subscribe for any transferable
securities referred to in this announcement except on the basis of
information in the prospectus (the "Prospectus") to be published by
Greencoat UK Wind plc shortly. A copy of the Prospectus will,
following publication, be available from www.greencoat-ukwind.com.
Neither this announcement nor any part of it shall form the basis
of or be relied on in connection with or act as an inducement to
enter into any contract or commitment whatsoever. Without prejudice
to the generality of the foregoing, this Announcement does not
constitute a recommendation regarding any securities.
The contents of this announcement, which have been prepared by
and are the sole responsibility of Greencoat UK Wind plc, have been
approved by Greencoat Capital LLP (the "AIFM"), as a financial
promotion solely for the purposes of section 21(2)(b) of the
Financial Services and Markets Act 2000 ("FSMA").
This announcement contains inside information.
Greencoat UK Wind plc
Investment in Burbo Bank Extension offshore wind farm and Launch
of Equity Raise
Greencoat UK Wind plc (the "Company" or "UKW"), the leading
listed renewable infrastructure fund, invested in UK wind farms, is
pleased to announce that it has agreed to acquire a 25% stake in
Burbo Bank Extension offshore wind farm from AIP, in partnership
with a number of pension funds investing through Greencoat
Renewable Income LP, a fund also managed by Greencoat Capital. UKW
will acquire a net 15.7% stake in the wind farm for a total cash
consideration (including cash and working capital) of GBP250
million (the "Acquisition"). The Acquisition is scheduled to
complete on 30 November 2021.
Burbo Bank Extension is located four miles north of the Wirral
in North West England. It was commissioned in July 2017, comprises
32 Vestas V164 8.13MW turbines and has a grid capacity of 258MW.
Burbo Bank Extension, has a load factor of 43.8% and benefits from
a CFD priced at GBP176.57/MWh (real 2021) until 31 March 2032.
Orsted will provide operation and maintenance and management
services to the wind farm.
The Acquisition will be funded using the Company's revolving
credit facility, cashflow and the proceeds of a new equity raise
launching today, further details below.
The Equity Raise
The Company is also today announcing an equity raise through a
placing (the "Placing"), open offer (the "Open Offer"),
intermediaries offer (the "Intermediaries Offer") and offer for
subscription (the "Offer for Subscription") (together the "Issue").
The prospectus ("Prospectus") relating to the Issue is expected to
be published in the coming days.
The net proceeds from the Issue are expected to be used to fund
the Acquisition and repay amounts drawn under the Company's
Facility Agreement (as defined in the Prospectus), thereby funding
an attractive pipeline of investment opportunities, including
near-term committed investments in Windy Rig, Twentyshilling and
Glen Kyllachy.
Facility Agreement
The Company also recently increased its Facility Agreement from
GBP400 million to GBP600 million. This is in addition to the
Company's existing GBP700 million of fixed term debt. Following the
completion of the Acquisition, the Company expects to have c.
GBP1.3 billion of drawn Aggregate Group Debt, equating to c. 34% of
GAV.
Shonaid Jemmett-Page, Chairman of the Company, said:
"We are delighted to announce our investment in Burbo Bank
Extension, a high load factor, CFD accredited offshore wind farm.
This transaction, once completed, will add another high quality
asset to our portfolio which will stand at 41 wind farm
investments, with a generating capacity of over 1.3GW.
This will be our second CFD investment, complementing the
investments we are making into merchant assets, and will sit
alongside our 38 ROC investments as part of a balanced
portfolio.
Anticipating our commitments over the next 18 months, the equity
raise launched today will enable the Company to pay down debt and
continue to capitalise on the strong pipeline of opportunities in
the UK wind farm market, both onshore and offshore.
Given the size and scale the Company has attained over recent
years, UKW is well placed to make value- accretive acquisitions and
further enhance returns for our shareholders."
RBC Europe Limited (trading as RBC Capital Markets) is acting as
sole financial adviser to the Company with regards the Acquisition
and sole sponsor, joint global co-ordinator and joint bookrunner
with regards the Issue. Jefferies International Limited is acting
as joint global co-ordinator and joint bookrunner and Kepler
Partners LLP is acting as placing agent and Intermediaries Agent
with regards the Issue.
Background to, and Reasons for, the Issue
Following its initial public offering in March 2013, the Company
has continued to deliver on its objectives and strategy, achieving
the following key milestones:
-- Acquired an additional 35 wind generation asset investments
increasing the Company's total net generating capacity from 127MW
to 1,330.3MW and Gross Asset Value ("GAV") to GBP3.85 billion
across 41 operating wind farms [1]
-- Paid or declared dividends of GBP564.9 million (55.93 pence per share)
-- Dividend inflated in line with RPI each year (7.18 pence per share target for 2021) [2]
-- Grown Net Asset Value ("NAV") to 129.0 pence per ordinary
share since listing to 30 September 2021
-- Delivered a total shareholder return of 121% for the period
since listing to 01 November 2021
-- Generated 13.3TWh of power for period since listing to 30
September 2021, with the portfolio now producing enough renewable
electricity to power over 1.3 million homes per annum and
preventing 1.6 million tonnes of carbon dioxide from being produced
per annum
The Board believes that the Issue will offer significant
benefits for all Shareholders and the Company:
-- Proceeds will be used to reduce borrowings under the Company's Facility Agreement
-- Enable the Company to pursue further attractive investment opportunities
-- Further diversify the Company's portfolio and associated counterparties
-- Expanding the Company's equity capital will further increase
the trading liquidity of UKW's shares
-- Reduce the Company's ongoing expense ratio due to the economy of scale
-- As the Issue is priced above NAV per Ordinary Share, the
Issue will be NAV accretive to existing shareholders
The Issue
-- Under the Issue, subject to approval by the Company's
shareholders ("Shareholders") at the General Meeting, UKW will
issue new ordinary shares by way of the Placing, Open Offer,
Intermediaries Offer and Offer for Subscription at an issue price
of 132p per share (the "Issue Price")
-- The Issue Price of 132p represents:
o a discount of 6.5% to the closing share price on 1 November
2021 of 141.20p, and
o a premium of 3.8% to the last reported NAV of 127.205p (as at
30 September 2021) (adjusted for the 1.795p dividend which is due
to be paid on 26 November 2021)
-- Shares issued under the Issue will be entitled to future
dividends, including the quarterly dividend with respect to the
quarter ended 31 December 2021
-- The issue of shares under the Issue is not being underwritten
The Open Offer
The Company considers it important that Shareholders have an
opportunity (where it is practicable for them to do so) to
participate in the Issue and, accordingly, the Company is making
the Open Offer to qualifying shareholders. Accordingly, the Company
is proposing to raise up to approximately GBP200 million (before
fees and expenses) through the issue of up to 151,992,157 Open
Offer Shares at the Issue Price. Any Open Offer Shares not
subscribed for by Qualifying Shareholder will be available to
Qualifying Shareholders under the Excess Application Facility.
Qualifying Shareholders may apply for Open Offer Shares under
the Open Offer at the Issue Price on the following basis:
1 Open Offer Share for every 13 Existing Ordinary Shares held by
the Shareholder on the Record Date
Entitlements of Qualifying Shareholders will be rounded down to
the nearest whole number of Open Offer Shares. Fractional
entitlements which would otherwise arise will not be issued to
Qualifying Shareholders but will be aggregated and made available
under the Excess Application Facility. The Excess Application
Facility enables Qualifying Shareholders to apply for Excess Shares
in excess of their Open Offer Entitlement.
Further details of the Open Offer and the application process
relating to the Open Offer will be set out in the Prospectus.
The Offer for Subscription
New Shares to be issued at the Issue Price are available to the
public under the Offer for Subscription. The Offer for Subscription
is only being made in the UK, Jersey, Guernsey and Isle of Man but,
subject to applicable law, the Company may allot New Shares on a
private placement basis to applicants in other jurisdictions.
Applications under the Offer for Subscription must be for a minimum
subscription amount of GBP1,000. All applications for New Shares
under the Offer for Subscription will be payable in full, in
Sterling, by a cheque or banker's draft drawn on a UK clearing
bank.
The Intermediaries Offer
The Company has appointed certain Intermediaries to facilitate
the participation of their retail investor clients (and any member
of the public who wishes to become a client of that Intermediary)
located in the United Kingdom, Jersey, Guernsey and Isle of Man.
Each Intermediary has agreed, or will on appointment agree, certain
terms and conditions, which regulate, inter alia, the conduct of
the Intermediaries in relation to the offering of New Shares on
market standard terms and provide for the payment of commission to
any Intermediary that elects to receive commission.
The Placing
In addition to the Open Offer, Offer for Subscription and
Intermediaries Offer, the Company will be able to issue additional
New Shares on a non-pre-emptive basis through the Placing pursuant
to the terms set out in the Prospectus. The Placing is available to
qualifying new and existing investors and will be launched
immediately following the release of this announcement and is
expected to close no later than 11.00 a.m. on 24 November 2021.
Investors wishing to participate in the Placing should notify their
usual point of contact at RBC or Jefferies of their interest.
Dividend Entitlements
Shares issued under the Issue will be entitled to future
dividends, including the quarterly dividend with respect to the
quarter ended 31 December 2021. For the avoidance of doubt, New
Shares will not be entitled to the dividend declared by the Company
on 19 October 2021.
Expected Timetable
The Issue
--------------------------------------------- ---------------------------------
Record Date for entitlement under close of business on 01 November
the Open Offer 2021
--------------------------------------------- ---------------------------------
Placing, Offer for Subscription, 7.00 a.m. 02 November 2021
Intermediaries Offer and Open Offer
announced
--------------------------------------------- ---------------------------------
Placing opens 02 November 2021
--------------------------------------------- ---------------------------------
Ex-entitlement date for the Open 8.00 a.m. on 03 November
Offer 2021
--------------------------------------------- ---------------------------------
Offer for Subscription and Intermediaries 05 November 2021
Offer opens
--------------------------------------------- ---------------------------------
Posting of the Prospectus and Application 05 November 2021
Forms (to Qualifying Non-CREST Shareholders
only)
--------------------------------------------- ---------------------------------
Open Offer Entitlements and Excess 08 November 2021
CREST Open Offer Entitlements credited
to stock accounts of Qualifying
CREST Shareholders in CREST
--------------------------------------------- ---------------------------------
Recommended latest time for requesting 4.30 p.m. on 17 November
withdrawal of Open Offer Entitlements 2021
and Excess CREST Open Offer Entitlements
from CREST
--------------------------------------------- ---------------------------------
Latest time for depositing Open 3.00 p.m. on 18 November
Offer Entitlements and Excess CREST 2021
Open Offer Entitlements into CREST
--------------------------------------------- ---------------------------------
Latest time and date for splitting 3.00 p.m. on 19 November
of Open Offer Application Forms 2021
--------------------------------------------- ---------------------------------
Latest time and date for receipt 11.00 a.m. on 23 November
of completed Application Forms and 2021
payment in full under the Open Offer
(including the Excess Application
Facility) or settlement of relevant
CREST instruction
--------------------------------------------- ---------------------------------
Latest time and date for applications 11.00 a.m. on 23 November
under the Intermediaries Offer* 2021
--------------------------------------------- ---------------------------------
Latest time and date for applications 11.00 a.m. on 23 November
under the Offer for Subscription 2021
--------------------------------------------- ---------------------------------
Latest time and date for applications 11.00 a.m. on 24 November
under the Placing 2021
--------------------------------------------- ---------------------------------
Announcement of the conditional 07.00 a.m. on 25 November
results of the Issue 2021
--------------------------------------------- ---------------------------------
Expected date of Admission and crediting 08.00 a.m. on 29 November
of CREST accounts in respect of 2021
the New Shares
--------------------------------------------- ---------------------------------
Despatch of share certi cates to week commencing 6 December
certi cated applicants under the 2021
Offer for Subscription if applicable**
--------------------------------------------- ---------------------------------
Other key dates
--------------------------------------------- ---------------------------------
General Meeting 11.00 a.m. on 26 November
2021
--------------------------------------------- ---------------------------------
Announcement of the results of the 26 November 2021
General Meeting and unconditional
results of the Issue
--------------------------------------------- ---------------------------------
* Certain Intermediaries may have earlier deadlines.
** Intermediaries Offer applicants will not receive share certificates.
The dates and times specified above are subject to change. In
particular, the Directors may bring forward or postpone the closing
time and date for the Issue. In the event that a date or time is
changed, the Company will notify persons who have applied for New
Ordinary Shares of changes to the timetable either by electronic
mail or by the publication of a notice through a Regulatory
Information Service. References to times are to London times unless
otherwise stated.
Conditions
The Issue is conditional upon, inter alia:
-- admission occurring;
-- the placing agreement becoming otherwise unconditional and
not being terminated in accordance with its terms or not having
been suspended in accordance with the placing agreement before
admission becomes effective;
-- if a supplementary prospectus is required to be published in
accordance with FSMA, such supplementary prospectus being approved
by the FCA and published by the Company in accordance with the
prospectus regulation rules made by the FCA under section 73A of
FSMA; and
-- the passing of the required Shareholder resolutions at the General Meeting.
If any of these conditions is not met, the Issue of shares will
not proceed.
Notice of General Meeting
The Company is today publishing a circular to Shareholders and
notice of general meeting in connection with the proposals for the
issue of new ordinary shares pursuant to the Issue (the
"Circular").
Admission to trading
Application will be made to the Financial Conduct Authority and
the London Stock Exchange for all of the New Ordinary Shares issued
to be admitted to the premium segment of the Official List and to
trading on the Main Market. It is expected that the results of the
Issue will be announced through a Regulatory Information Service on
or around 25 November 2021 and it is expected that Admission will
become effective and that dealings for normal settlement in the
Ordinary Shares will commence at 8.00 a.m. on or around 29 November
2021.
Further details
The ticker for the New Ordinary Shares is UKW. The ISIN for the
New Ordinary Shares is GB00B8SC6K54 and the SEDOL is B8SC6K5. The
ISIN of the Open Offer Entitlement of Ordinary Shares is
GB00BMHN9W03 and the SEDOL is BMHN9W0. The ISIN of the Excess
Shares is GB00BMHN9X10 and the SEDOL is BMHN9X1.
A copy of the Prospectus, when published, will be submitted to
the National Storage Mechanism and will shortly thereafter be
available for inspection at: www.morningstar.co.uk/uk/nsm as well
as on the Company's website at
https://www.greencoat-ukwind.com/investors/report-and-publications/2021
The Offer for Subscription and the Intermediaries Offer are only
being made in the United Kingdom. However, subject to applicable
law, the Company may allot New Ordinary Shares relating to the
Intermediaries Offer on a private placement basis to applicants in
other jurisdictions. The Open Offer is only being made to
Qualifying Shareholders.
F ull details of the Terms and Conditions of the Issue will be
made available in the Company's Prospectus.
LEI: 213800ZPBBK8H51RX165
Capitalised terms are as defined in the Prospectus, unless
stated otherwise.
For further information, please contact:
020 7832
Greencoat UK Wind plc 9425
Stephen Lilley
Laurence Fumagalli
Tom Rayner
RBC Capital Markets (Sole Financial
Adviser to the Acquisition and Sole
Sponsor, Joint Global Co-Ordinator 020 7653
and Joint Bookrunner to the Issue) 4000
Matthew Coakes
Ralph Ibendahl
Duncan Smith
Max Avison
Jack Wood
Jefferies International Limited
(Joint Global Co-Ordinator and Joint 020 7029
Bookrunner to the Issue) 8000
Stuart Klein
Gaudi Le Roux
Kepler Partners (Placing Agent and
Intermediaries Agent to the Issue) 020 3384
Hugh van Cutsem 8796
Media enquiries:
Headland
Ukwind@headlandconsultancy.com 020 3805
Stephen Malthouse 4822
Rob Walker
Charlie Twigg
Notes to Editors:
Greencoat UK Wind PLC ("UKW"), the leading listed renewable
infrastructure fund, invested in UK wind farms, has invested in 40
operating UK wind farms with net generating capacity of 1,289.8MW.
The Company's aim is to provide investors with an annual dividend
that increases in line with RPI inflation (7.18p for 2021) [3]
while preserving the capital value of its investment portfolio in
the long term on a real basis through reinvestment of excess cash
flow and the prudent use of gearing.
UKW is managed by an experienced team at Greencoat Capital LLP,
a leading European renewable investment manager with over GBP6
billion of assets under management. UKW is governed by a strong and
experienced independent board.
UKW is incorporated in England and Wales and is a UK Investment
Trust.
For more information about UKW, please visit
http://www.greencoat-ukwind.com.
For more information about Greencoat Capital LLP, please visit
http://www.greencoat-capital.com.
Disclaimer:
The information in this announcement is for background purposes
only and does not purport to be full or complete. No reliance may
be placed for any purpose on the information contained in this
announcement or its accuracy or completeness. The material set
forth herein is for information purposes only and is not intended,
and should not be construed, as an offer of securities for sale in
any jurisdiction.
This announcement may not be published, distributed or
transmitted by any means or media, directly or indirectly, in whole
or in part, in or into the United States directly or indirectly in
or into the United States. The new ordinary shares offered by the
Prospectus 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 of 1933, as amended (the "US Securities Act") for
offers and sales of securities that do not involve any public
offering contained in Section 4(a)(2) of the US Securities Act and
analogous exemptions under state securities laws. In particular
investors should note that the new ordinary shares have not been
and will not be registered under the US Securities Act or with any
securities regulatory authority of any state or other jurisdiction
of the United States and the Company has not registered, and does
not intend to register, as an investment company under the US
Investment Company Act of 1940, as amended (the "US Investment
Company Act"). The New 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.
This announcement does not constitute an offer to sell or issue
or a solicitation of an offer to buy or subscribe for new ordinary
shares in any jurisdiction including, without limitation, the
United States, Canada, Australia, New Zealand, the Republic of
South Africa, Japan, any member state of the European Economic Area
(other than to professional investors in the Netherlands, the
Republic of Ireland, Germany, Finland and Sweden) or any other
jurisdiction in which such offer or solicitation is or may be
unlawful (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, RBC Capital Markets ("RBC"),
Jefferies International Limited ("Jefferies") or any of their
respective affiliates that would permit an offer of the new
ordinary shares or possession or distribution of this announcement
or any other publicity material relating to such new ordinary
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.
The AIFM has made under the relevant national private place
regimes the notifications or applications and received, where
relevant, approvals for the marketing of the New Shares to
"professional investors" (as defined in the EU AIFM Directive) in
the Netherlands, the Republic of Ireland, Germany, Finland and
Sweden. For the avoidance of doubt, New Shares are not available to
and may not be marketed to "semi-professional" investors in
Germany. Prospective investors domiciled in the EEA that have
received this announcement or the Prospectus in any Member State
other than the Netherlands, the Republic of Ireland, Germany,
Finland and Sweden should not subscribe for New Shares (and the
Company reserves the right to reject any application so made,
without explanation) unless: (i) the Company has confirmed that the
Company has made the relevant notification or applications in that
Member State and are lawfully able to market New Shares into that
Member State; or (ii) such investor has received this announcement
and the Prospectus on the basis of an enquiry made at the
investor's own initiative.
This announcement and the Prospectus have not been approved or
authorised by the Guernsey Financial Services Commission (the
"Commission") or the States of Guernsey.
This announcement and the Prospectus may only be distributed or
circulated directly or indirectly in or from within the Bailiwick
of Guernsey, and is being distributed or circulated in or from
within the Bailiwick of Guernsey only (i) by persons licensed to do
so by the Commission under the Protection of Investors (Bailiwick
of Guernsey) Law, 2020 ("POI Law"); or (ii) by non-Guernsey bodies
who (A) carry on such promotion in a manner in which they are
permitted to carry on promotion in or from within, and under the
law of certain designated countries or territories which, in the
opinion of Commission, afford adequate protection to investors and
(B) meet the criteria specified in section 44(c) of the POI Law; or
(iii) to persons licensed under the POI Law, the Banking
Supervision (Bailiwick of Guernsey) Law, 2020, the Insurance
Business (Bailiwick of Guernsey) Law, 2002 or the Regulation of
Fiduciaries, Administration Business and Company Directors etc.
(Bailiwick of Guernsey) Law, 2020, the Financial Services
Commission (Bailiwick of Guernsey) Law, 1987, the Registration of
Non-regulated Financial Services Businesses (Bailiwick of Guernsey)
Law, 2008, the Prescribed Businesses (Bailiwick of Guernsey) Law,
2008, the Financial Services Business (Enforcements Powers)
(Bailiwick of Guernsey) Law, 2020 by non-Guernsey bodies who (A)
carry on such promotion in a manner in which they are permitted to
carry on promotion in or from within, and under the law of certain
designated jurisdictions which, in the opinion of Commission,
afford adequate protection to investors and (B) meet the criteria
specified in section 44(d) of the POI Law; or, (iv) as otherwise
permitted by the Commission. This announcement and the Prospectus
is not available in or from within the Bailiwick of Guernsey other
than in accordance with this paragraph and must not be relied upon
by any person unless received in accordance with this
paragraph.
The offer that is the subject of the Prospectus may only be made
in Jersey where the offer is valid in the United Kingdom or
Guernsey and is circulated in Jersey only to persons similar to
those to whom, and in a manner similar to that in which, it is for
the time being circulated in the United Kingdom or Guernsey as the
case may be. Consent under the Control of Borrowing (Jersey) Order
1958 has not been obtained for the circulation of this announcement
or the offer under the Prospectus and it must be distinctly
understood that the Jersey Financial Services Commission does not
accept any responsibility for the financial soundness of or any
representations made in connection with the Company. By accepting
any subsequent offer (if made) each prospective investor in Jersey
represents and warrants that he or she is in possession of
sufficient information to be able to make a reasonable evaluation
of the offer.
The offer that is the subject of the Prospectus is available,
and is and may be made, in or from within the Isle of Man and this
announcement and the Prospectus is being provided in or from within
the Isle of Man only: (i) by persons licensed to do so under the
Isle of Man Financial Services Act 2008; or (ii) in accordance with
any relevant exclusion contained within the Regulated Activities
Order 2011 (as amended) or exemption contained in the Financial
Services (Exemptions) Regulations 2011 (as amended). The offer that
is the subject of the Prospectus and the Prospectus are not
available in or from within the Isle of Man other than in
accordance with paragraphs (i) and (ii) above and must not be
relied upon by any person unless made or received in accordance
with such paragraphs.
The offer and marketing of the Ordinary Shares of the Company in
Switzerland will be exclusively made to, and directed at, qualified
investors (the "Qualified Investors"), as defined in Article 10(3)
of the Swiss Collective Investment Schemes Act ("CISA") in
conjunction with Article 4(4) of the Swiss Financial Services Act
("FinSA"), i.e. institutional clients, at the exclusion of
professional clients with opting-out pursuant to Article 5(3) FinSA
("Excluded Qualified Investors"). Accordingly, the Company has not
been and will not be registered with the Swiss Financial Market
Supervisory Authority ("FINMA") and no representative or paying
agent has been or will be appointed in Switzerland. This
announcement, the Prospectus and/or any other offering or marketing
materials relating to the Ordinary Shares of the Company may be
made available in Switzerland solely to Qualified Investors, at the
exclusion of Excluded Qualified Investors.
Each of the Company, the AIFM, RBC, Jefferies and their
respective affiliates expressly disclaim any obligation or
undertaking to update, review or revise any forward-looking
statement contained in this announcement whether as a result of new
information, future developments or otherwise.
Any purchase of shares in the Issue should be made solely on the
basis of the information contained in the Prospectus issued by the
Company in connection with the Issue. No reliance may or should be
placed by any person for any purposes whatsoever on the information
contained in this announcement or on its completeness, accuracy or
fairness. The information contained in this announcement is given
at the date of its publication (unless otherwise marked) and is
subject to updating, revision and amendment when the Prospectus is
published. In particular, the proposals referred to herein are
tentative and are subject to verification, material updating,
revision and amendment.
There is no guarantee that the Issue will occur and you should
not base your financial decisions on the Company's intentions in
relation to the Issue at this stage. Acquiring shares to which this
announcement relates may expose an investor to a significant risk
of losing all of the amount invested. Persons considering making
such an investment should consult an authorised person specialising
in advising on such investments. This announcement does not
constitute a recommendation concerning the Issue The value of
shares can decrease as well as increase. Potential investors should
consult a professional advisor as to the suitability of the Issue
for the person concerned. Past performance or information in this
announcement or any of the documents relating to the Issue cannot
be relied upon as a guide to future performance.
Each of the AIFM, RBC and Jefferies are authorised and regulated
in the United Kingdom by the Financial Conduct Authority, and are
acting exclusively for the Company and no-one else in connection
with the Issue. They will not regard any other person as their
respective clients in relation to the Issue and will not be
responsible to anyone other than the Company for providing the
protections afforded to their respective clients, nor for providing
advice in relation to the Issue, the contents of this announcement
or any transaction, arrangement or other matter referred to
herein.
In connection with the Issue, RBC, Jefferies and any of their
respective affiliates, acting as investors for their own accounts,
may purchase shares and in that capacity may retain, purchase,
sell, offer to sell or otherwise deal for their own accounts in
such shares and other securities of the Company or related
investments in connection with the Issue or otherwise. Accordingly,
references in the Prospectus, once published, to the shares being
issued, offered, subscribed, acquired, placed or otherwise dealt in
should be read as including any issue or offer to, or subscription,
acquisition, placing or dealing by RBC, Jefferies or any of their
respective affiliates acting as investors for their own accounts.
RBC and Jefferies do not intend to disclose the extent of any such
investment or transactions otherwise than in accordance with any
legal or regulatory obligations to do so.
None of the Company, the AIFM, RBC or Jefferies and any of their
respective affiliates accepts any responsibility or liability
whatsoever for/or makes any representation or warranty, express or
implied, as to this announcement, including the truth, accuracy or
completeness of the information in this announcement (or whether
any information has been omitted from the announcement) or any
other information relating to the Company, its subsidiaries or
associated companies, whether written, oral or in a visual or
electronic form, and howsoever transmitted or made available or for
any loss howsoever arising from any use of the announcement or its
contents or otherwise arising in connection therewith. The Company,
the AIFM, RBC, Jefferies and their respective affiliates
accordingly disclaim all and any liability whether arising in tort,
contract or otherwise which they might otherwise have in respect of
this announcement or its contents or otherwise arising in
connection therewith.
This announcement may include statements that are, or may be
deemed to be, "forward-looking statements". These forward-looking
statements involve known and unknown risks and uncertainties, many
of which are beyond the Company's control and all of which are
based on the Company's board of directors' current beliefs and
expectations about future events. These forward-looking statements
may be identified by the use of forward-looking terminology,
including the terms "believes", "estimates", "plans", "projects",
"anticipates", "expects", "intends", "may", "will" or "should" or,
in each case, their negative or other variations or comparable
terminology, or by discussions of strategy, plans, objectives,
goals, future events or intentions. These forward-looking
statements include all matters that are not historical facts.
Forward-looking statements may and often do differ materially from
actual results. Any forward-looking statements reflect the
Company's current view with respect to future events and are
subject to risks relating to future events and other risks,
uncertainties and assumptions relating to the Company's business,
the results of operations, financial condition prospects, growth
and dividend policy of the Company and the industry in which it
operates. Forward-looking statements speak only as of the date they
are made and cannot be relied upon as a guide to future
performance. These forward-looking statements and other statements
contained in this announcement regarding matters that are not
historical facts involve predictions. No assurance can be given
that such future results will be achieved; actual events or results
may differ materially as a result of risks and uncertainties facing
the Company. Such risks and uncertainties could cause actual
results to vary materially from the future results indicated,
expressed or implied in such forward-looking statements.
Forward-looking statements speak only as of the date of this
announcement. Certain figures contained in this announcement,
including financial information, have been subject to rounding
adjustments. Accordingly, in certain instances, the sum or
percentage change of the numbers contained in this announcement may
not conform exactly with the total figure given.
Information to distributors :
Solely for the purposes of the product governance requirements
contained within Chapter 3 of the Product Intervention and Product
Governance Sourcebook of the FCA (the "Product Governance
Requirements"), and disclaiming all and any liability, whether
arising in tort, contract or otherwise, which any "manufacturer"
(for the purposes of the Product Governance Requirements) may
otherwise have with respect thereto, the New Shares have been
subject to a product approval process, which has determined that
the New Shares are: (i) compatible with an end target market of (a)
retail investors, (b) investors who meet the criteria of
professional clients and (c) eligible counterparties, COBS 3.5 and
3.6 of the FCA's Conduct of Business Sourcebook, respectively; and
(ii) eligible for distribution through all distribution channels as
are permitted by the Product Governance Requirements (the "Target
Market Assessment").
Notwithstanding the Target Market Assessment, distributors
should note that: the price of the New Shares may decline and
investors could lose all or part of their investment; the New
Shares offer no guaranteed income and no capital protection; and an
investment in the New 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 nancial or other
adviser) are capable of evaluating the merits and risks of such an
investment and who have suf cient 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 a placing.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, the Manager 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 FCA's Conduct of Business Sourcebook; 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 New Shares.
Each distributor (including the Intermediaries) is responsible
for undertaking its own target market assessment in respect of the
New Shares and determining appropriate distribution channels.
The Company is registered as an investment company pursuant to
section 833 CA 2006 and is an investment trust under section 1158
of the CTA 2010. Accordingly (since they are shares in an
investment trust), the Shares are excluded securities for the
purposes of the FCA's restrictions applying to "non-mainstream
investment products".
PRIIPS (as defined below):
In accordance with the UK PRIIPs Regulation, the AIFM has
prepared a key information document (the "KID") in respect of an
investment in the Company. The KID is made available by the AIFM to
"retail investors" prior to them making an investment decision in
respect of Shares. Accordingly, the attention of prospective
investors is drawn to the KID that is available on the Company's
website at
https://www.greencoat-ukwind.com/investors/disclosures/disclosures
and the Investment Manager's website at
https://www.greencoat-capital.com/funds/uk-wind . If you are
distributing Shares, it is your responsibility to ensure the KID is
provided to any clients that are "retail clients".
Neither RBC nor Jefferies is a manufacturer, and makes no
representations, express or implied, or accepts any responsibility
whatsoever for the contents of the KID nor accepts any
responsibility to update the contents of the KID in accordance with
the UK PRIIPs Regulation, to undertake any review processes in
relation thereto or to provide such KID to future distributors of
Shares.
Each of the Company, the Investment Manager, RBC, Jefferies and
their respective af liates accordingly disclaims all and any
liability whether arising in tort or contract or otherwise which it
or they might have in respect of the KID or any other key
information documents. Prospective investors should note that the
procedure for calculating the risks, costs and potential returns in
the KID are prescribed by laws. The gures in the KID may not re ect
actual returns for the Company and anticipated performance returns
cannot be guaranteed. However, nothing in this paragraph shall
serve to limit or exclude any of the responsibilities and
liabilities, if any, which may be imposed on the Company, the
Investment Manager (including in its capacity as AIFM), RBC,
Jefferies and any of their respective affiliates (as applicable) by
FSMA or the regulatory regime established thereunder.
[1] Once the investment in Burbo Bank Extension has
completed
[2] These are targets only and not profit forecasts. There can
be no assurance that these targets can or will be met and they
should not be seen as an indication of the Company's expected or
actual results of returns. Accordingly, investors should not place
any reliance on these targets in deciding whether to invest in new
ordinary shares or assume that the Company will make any
distributions at all.
[3] These are targets only and not profit forecasts. There can
be no assurance that these targets can or will be met and they
should not be seen as an indication of the Company's expected or
actual results of returns. Accordingly investors should not place
any reliance on these targets in deciding whether to invest in new
ordinary shares or assume that the Company will make any
distributions at all.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
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