TIDMUKW
RNS Number : 5214T
Greencoat UK Wind PLC
25 November 2021
25 November 2021
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
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, GERMA NY, 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
Greencoat UK Wind PLC
Result of Equity Raise and Tap Issue
(Terms as defined in the Issue launch announcement on 2 November
2021)
Greencoat UK Wind PLC (the "Company" or "UKW"), the leading
listed renewable infrastructure fund invested in operating UK wind
farms, today announces the result of the placing (the "Placing"),
open offer (the "Open Offer"), intermediaries offer (the
"Intermediaries Offer") and offer for subscription (the "Offer for
Subscription") (together the "Issue") announced on 2 November
2021.
Investor demand for the Issue has significantly exceeded the
maximum size of GBP396 million. The Board, after careful
consideration with the Investment Manager and the Joint Global
Co-Ordinators, has determined to utilise part of its annual
pre-emption disapplication authority to satisfy GBP54 million of
the excess demand on equivalent terms to the Placing (the "Tap
Issue"). Accordingly, the total size of the Issue when aggregated
with the Tap Issue will be GBP450 million.
In taking this decision, the Board has taken into account the
drawn amount on the Company's Facility Agreement of GBP350 million
and the GBP400 million of investment commitments expected to be
made by January 2022.
Highlights
-- Gross issue proceeds of GBP450 million
-- The net proceeds from the Issue will be used to fund the
GBP250 million investment in the Burbo Bank Extension offshore wind
farm and partially repay the Company's Facility Agreement which is
currently GBP350 million drawn, thereby facilitating the funding of
an attractive pipeline of investment opportunities, including
near-term committed investments in Windy Rig, Twentyshilling and
Glen Kyllachy
-- The Issue is conditional on shareholders voting in favour of
the resolutions proposed at the General Meeting to be held at 11.00
a.m. on 26 November 2021
Commenting on the announcement, Shonaid Jemmett-Page, Chairman
of UKW said: "We are delighted to announce another successful and
oversubscribed equity raise and we are grateful for the ongoing
support we have received. We look forward to maintaining our track
record of dependable returns to shareholders."
Stephen Lilley of Greencoat Capital added: "This capital raise
will help fund the investment in Burbo Bank Extension along with
our previously announced commitments to invest in Windy Rig,
Twentyshilling and Glen Kyllachy, currently being commissioned. We
continue to see a strong pipeline of attractive investment
opportunities."
A total of 340,909,091 New Ordinary Shares will be issued, of
which 147,975,902 will be issued under the Placing, 132,755,455
will be issued under the Open Offer (including Excess
Applications), 19,268,643 will be issued under the Intermediaries
Offer and Offer for Subscription, and 40,909,091 will be issued
under the Tap Issue.
All valid applications under the Open Offer (excluding Excess
Applications) will be met in full. A scaling back exercise has been
undertaken with respect to Excess Applications, the Offer for
Subscription, the Intermediaries Offer and the Placing.
Application for Admission
Application will be made for all of the 340,909,091 New Ordinary
Shares to be admitted to the Official List of the Financial Conduct
Authority and to trading on the London Stock Exchange's main market
for listed securities with effect from 8.00 a.m. on 29 November
2021.
Total Voting Rights
Immediately following admission, the Company will have
2,317,097,822 Ordinary Shares in issue and therefore the total
voting rights in the Company will be 2,317,097,822. This figure may
be used by shareholders as the denominator for the calculations by
which they may determine whether or not they are required to notify
their interest in, or a change to their interest in, the share
capital of the Company under the FCA's Disclosure Guidance and
Transparency Rules.
Indicative Timetable
General Meeting 11:00 a.m. on 26 November 2021
Announcement of the results 26 November 2021
of the General Meeting
Admission and crediting of CREST 8:00 a.m. on 29 November 2021
accounts in respect of the New
Ordinary Shares
Despatch of share certificates Week commencing 6 December 2021
to certificated applicants under
the Offer for Subscription if
applicable*
* Intermediaries Offer applicants will not receive share
certificates
For further information, please contact:
020 7832
Greencoat UK Wind PLC 9425
Stephen Lilley
Laurence Fumagalli
Tom Rayner
RBC Capital Markets (Sole Sponsor,
Joint Global Co-Ordinator and Joint 020 7653
Bookrunner) 4000
Matthew Coakes
Ralph Ibendahl
Duncan Smith
Max Avison
Jack Wood
Jefferies International Limited
(Joint Global Co-Ordinator and Joint 020 7029
Bookrunner) 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 operating 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)[1] while preserving the capital value of its investment
portfolio in the long term on a real basis through reinvestment of
excess cash flow and the prudent use of gearing.
UKW is managed by an experienced team at Greencoat Capital LLP,
a leading European renewable investment manager with over 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] 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
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END
ROIFEWFULEFSEIF
(END) Dow Jones Newswires
November 25, 2021 01:59 ET (06:59 GMT)
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