THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) 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.

21 March 2022

Greencoat Renewables PLC

 Proposed Placing under Share Issuance Programme to pursue attractive M&A pipeline across Europe

Greencoat Renewables PLC ("Greencoat Renewables" or "the Company"), the renewable infrastructure company, invested in euro-denominated assets, is pleased to announce a proposed placing by way of a non-pre-emptive issue at a Placing Price of €1.12, under its existing 400 million Share Issuance Programme launched on 4 October 2021.

The Placing Price represents a discount of 6.7% to the closing price per Ordinary Share of €1.20 on Euronext Dublin on 18 March 2022 and represents a premium of 6.6% to the last reported NAV of 105.1 cent per Ordinary Share as at 31 December 2021. 

The Company has multiple attractive near-term investment opportunities under consideration in Ireland and continental European markets, with c.380MW currently under exclusivity across a mix of operating and forward sale opportunities located in Sweden, France, Spain, and a new Northern Europe market.

Proceeds from the Placing will provide the Company with the flexibility to execute on assets under exclusivity and meet obligations under committed forward sale investments, all while maintaining gearing (currently 43%) within the Company's target range of 40-60%.

Ronan Murphy, Non-Executive Chairman of Greencoat Renewables, said:

"We are pleased to announce a second equity issuance under our existing Share Issuance Programme launched in October 2021, reflecting the strength of our pipeline and continued confidence in our ability to deliver value-accretive growth for shareholders.

The growth and strategic diversification we have achieved in the business reflects our market-leading position in the Irish market and our strong relationships and expanding footprint across continental Europe. Since the launch of the current Share Issuance Programme, we have acquired our first asset in Sweden and agreed our first forward-sale transaction in Spain.

We would like to thank our shareholders for their continued support, as we consistently deliver stable returns and support Europe's transition to a low-carbon economy."

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.

The Company has invested c. €360m in Irish assets during 2021 and early 2022, increasing its Irish portfolio size by 33% (including forward sales) since 31 December 2020. Greencoat Renewables is the largest asset owner, with 16% market share, of Irish operating wind assets.

The Company continues to see strong investment opportunities across continental Europe through strong relationships with asset owners, developers and advisors with a target market of c.250GW across the Relevant Countries. The Company has continued its geographic diversification, having now entered five European countries, demonstrating the Company's ability to scale into Europe.

Greencoat Renewables executed transactions in Sweden, Finland and Spain in 2021 with the acquisition of Erstark South in Sweden in Q4 2021 and two forward sale commitments to acquire Kokkoneva in Finland (completion expected in Q2 2022) and Torrubia in Spain (completion expected in Q4 2022).

Power Prices and NAV

The Company has seen wind generation broadly on budget for the Q1 period to date. In addition, we have continued to see captured power prices in Ireland above the current REFIT pricing. We would expect that the impact of these higher captured power prices so far in Q1 2022 could contribute, as a standalone assumption, to a Q1 2022 NAV increase of 2c to 3c. However, captured power prices remains one of several assumptions, including forward power prices and inflation expectations, that feed into the Q1 2022 NAV.

As a result, the final outcome on the Q1 2022 NAV would be dependent on a range of those other assumptions, that will be updated when the Q1 2022 NAV will be released to market on 29 April 2022.

Strength of Acquisition Pipeline

The Company currently has a number of attractive investment opportunities under consideration in Ireland and target European markets.

The Company has c.380MW under exclusivity across a mix of operating and forward sale opportunities located in Sweden, France, Spain and a new Northern Europe market, representing a pipeline in excess of €600 million of enterprise value.

The opportunity in the new Northern European market would, if completed, represent a 50% acquisition of a large operating offshore wind farm, which would provide a strategic entry point access to the European offshore wind market with a leading JV partner.

In addition, obligations under committed forward sale investments, currently undergoing construction, amount to an additional c.€228 million of proceeds payable on completion by the Company over the next 12 months.

Use of proceeds

Proceeds from the Placing are expected to be used to partly pay down the Revolving Credit Facility, which is currently drawn by €75.7 million, provide the Company with the flexibility to execute on assets under exclusivity and to meet its obligations under committed forward sale investments, all while maintaining gearing (currently 43%) within the Company's target range of 40-60%.

Details of the Placing

·    The 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 Global Co-Ordinators and Joint Bookrunners and BNP Paribas S.A. (trading as BNP Paribas) is acting as Joint Bookrunner in respect of the Placing.

·    The Joint Bookrunners will today commence the Bookbuild process in respect of the 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 Placing.

·    All Placees who participate in the 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 and the Joint Global Co-Ordinators.

·    The final number of Placing Shares will be determined at the discretion of the Company and the Joint Global Co-Ordinators at the close of the bookbuild for the Placing, expected at 12 noon on 31 March 2022, but such bookbuild may close earlier or later at the absolute discretion of the Company and the Joint Global Co-Ordinators.

·    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, for the avoidance of doubt, the Q1 dividend, expected to be declared in April 2022) and other distributions declared, made or paid after the date of issue. The Company currently has approximately 889 million Ordinary Shares in issue.

·    The Appendix to this Announcement (which forms part of the Announcement) sets out the terms and conditions of the Placing.

Ronan Murphy, who is a Director, intends to participate in the Placing by subscribing for approximately 17,500 Placing Shares, so that following completion of the Placing, he will hold c.235,194 Ordinary Shares.

Marco Graziano, who is a Director, intends to participate in the Placing by subscribing for approximately 25,000 Placing Shares, so that following completion of the Placing, he will hold c.90,000 Ordinary Shares.

Bertrand Gautier, who is a Partner of Greencoat Capital LLP, intends to participate in the Placing by subscribing for approximately 89,285 Placing Shares, so that following completion of the Placing, he will hold c.167,091 Ordinary Shares.

AIFMD, UK AIFM Regime, SFDR 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.

Applications for 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. 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. The 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 Placing.

By choosing to participate in the 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.

Update on the Share Issuance Programme

The Company launched a share issuance programme of up to 400 million Ordinary Shares on 4 October 2021. To date, the Company has issued approximately 149 million Ordinary Shares under the programme. The Share Issuance Programme will close on 28 October 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 Advisor)                                                          +353 1 679 6363

Ronan Veale

Barry Murphy

RBC Capital Markets (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

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, Canada, Australia, New Zealand, Japan, the Republic of South Africa 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 Global Co-Ordinators, the Joint Bookrunner 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, Germany, 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. In Germany, the Ordinary Shares of the Company may not be distributed to private investors and semi-professional investors as per the meaning of the KAGB Capital Investment Code. This Announcement may not be distributed in any Member State of the European Economic Area which is an 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 

The offer and marketing of the Placing Shares in France will be exclusively made to, and directed at, investors qualifying as funds of funds or managers of managed accounts. Accordingly, the Company has not been authorised and any marketing thereof has not been and will not be registered with the French Autorité des Marchés Financiers (the "AMF") and no representative agent has been or will be appointed in France. This Announcement and/or any other offering or marketing materials relating to the Placing Shares of the Company may be available in France solely to funds of funds or managers of managed accounts at the exclusion of any other type of investor.

In the United Kingdom, members of the public are not invited to participate in and are not eligible to take part in the Placing. Participation in the Placing in the United Kingdom 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"). In the United Kingdom 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 Global Co-Ordinators, the Joint Bookrunner 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.

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 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 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.

In connection with the Placing, each of the Joint Global Co-Ordinators and the Joint Bookrunner 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 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 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.

This Announcement does not constitute a recommendation concerning any investor's options with respect to the 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 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.

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 including the Appendix;

"BNP Paribas" means  BNP Paribas S.A. (trading as BNP Paribas) or any of its subsidiary undertakings;

"Bookbuild" means a bookbuilding process in respect of the Placing;

"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;

"Eligible Member State" means Ireland, Germany, 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;

"FCA" means the Financial Conduct Authority 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;

"Investment Manager" means Greencoat Capital LLP;

"Joint Bookrunner" means BNP Paribas;

"Joint Global Co-Ordinators" and each a "Joint Global Co-Ordinator" 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 Placing;

"Ordinary Share" means an ordinary share of €0.01 each in the capital of the Company;

"Placees" means new and existing eligible investors under the Share Issuance Programme;

"Placing" means the placing of the Placing Shares pursuant to the Share Issuance Programme described in this Announcement;

"Placing Agreement" means the placing agreement between the Company, the Investment Manager, the Joint Global Co-Ordinators and the Joint Bookrunner dated 21 March 2022;

"Placing Price" means €1.12 per Placing Share;

"Placing Shares" means the Ordinary Shares that the Company is seeking to issue in the Placing at the Placing Price;

"Prohibited Jurisdiction" means any jurisdiction including, without limitation, the United States, Canada, Australia, New Zealand, Japan, the Republic of South Africa 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;

"Q1 Dividend" means the dividend to be paid by the Company with respect to the quarter ending on 31 March 2022, expected to be declared in April 2022;

"RBC" means RBC Europe Limited (trading as RBC Capital Markets);

"Relevant Countries" means Belgium, Finland, France, Germany, the Netherlands, Denmark, Norway, Sweden, Spain and Portugal;

"SFDR" means Regulation (EU) 2019/2088 on sustainability related disclosure in the financial sector.

"Securities Act" means the US Securities Act of 1933, as amended.

"Share Issuance Programme" means the share issuance programme approved by the Company's shareholders on 28 October 2021 to issue up to 400 million new Ordinary Shares;

"Shareholder" means a registered holder of an Ordinary Share;

"UK MAR" means MAR as it forms part of United Kingdom domestic law by virtue of the EUWA;

"UK AIFM Regime" means the Alternative Investment Fund Managers Regulations 2013 (as amended by The Alternative Investment Fund Managers (Amendment etc.) (EU Exit) Regulations 2019) and Chapter 3.2 of the Investment Funds Sourcebook (FUND) forming part of the FCA Handbook;

"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 the Securities Act.

APPENDIX

TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION FOR PLACEES ONLY

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT AND REFERRED TO HEREIN ARE DIRECTED ONLY AT PERSONS SELECTED BY THE JOINT GLOBAL CO-ORDINATORS OR THE JOINT BOOKRUNNER:

(A) WHO ARE IN the following Member States of the European Economic Area: Ireland, Germany, the Netherlands and Sweden (together, the "eligible member states") who are "professional investors" for the purposes of directive 2011/61/EU as amended (the "alternative investment fund managers directive" or "AIFMD"); OR

(B) WHO ARE IN THE UNITED KINGDOM AND 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 UNITED KINGDOM LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED (THE "UK PROSPECTUS REGULATION"); OR

(C) 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, CANADA, AUSTRALIA, NEW ZEALAND, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR 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, CANADA, AUSTRALIA, NEW ZEALAND, JAPAN, THE REPUBLIC OF SOUTH AFRICA, 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 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.

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, Germany, 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 Global Co-Ordinators or the Joint Bookrunner 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 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.

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.

By participating in the Placing, each person who is invited to and who chooses to participate in the 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 Global Co-Ordinators, the Joint Bookrunner and the Investment Manager. Pursuant to the Placing Agreement, the Joint Global Co-Ordinators and the Joint Bookrunner 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 "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 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.

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 5 April 2022, and that dealings in the Placing Shares will commence at that time.

Bookbuild

Commencing today, the Joint Global Co-Ordinators will be conducting a bookbuilding process (the "Bookbuild") to determine demand for participation in the Placing by Placees. This Announcement gives details of the terms and conditions of, and the mechanics of participation in, the Placing.

Participation in, and principal terms of, the Bookbuild

Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by the Joint Global Co-Ordinators (or either of them). The Joint Global Co-Ordinators, the Joint Bookrunner and their respective Affiliates are entitled to participate as Placees in the Bookbuild.

The books will open with immediate effect. The Bookbuild is expected to close not later than 12 noon (Dublin/London time) on 31 March 2022 but may be closed earlier at the discretion of the Joint Global Co-Ordinators. A further announcement will be made following the close of the Bookbuild detailing the number of Placing Shares which are being placed (the "Placing Results Announcement"). The Joint Global Co-Ordinators may, in agreement with the Company, accept bids that are received after the Bookbuild has closed.

A bid in the Bookbuild 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 Global Co-Ordinators' consent, will not be capable of variation or revocation after the close of the Bookbuild.

A Placee who wishes to participate in the Bookbuild should communicate its bid by telephone to the 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 Global Co-Ordinator will re-contact and confirm orally to Placees following the close of the Bookbuild the size of their respective allocations and a trade confirmation will be dispatched as soon as possible thereafter. The relevant Joint Global Co-Ordinator'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 Global Co-Ordinator 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 Global Co-Ordinator. 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 Global Co-Ordinator, 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 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 Global Co-Ordinator.

The Joint Global Co-Ordinators 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 Placing. The acceptance of offers shall be at the absolute discretion of the Joint Global Co-Ordinators and the Company. The Joint Global Co-Ordinators shall be entitled to effect the Placing by such alternative method to the Bookbuild as they shall in their absolute discretion determine. The Company reserves the right (upon agreement with the Joint Global Co-Ordinators) to reduce or seek to increase the amount to be raised pursuant to the Placing.

To the fullest extent permissible by law, neither Joint Global Co-Ordinator, the 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 Global Co-Ordinator, 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 Bookbuild or of such alternative method of effecting the Placing as the Joint Global Co-Ordinators 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 Global Co-Ordinator or the 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 Global Co-Ordinator as agent of the Company, to pay to the relevant Joint Global Co-Ordinator (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 Global Co-Ordinators and the Joint Bookrunner under the Placing Agreement will be subject to fulfilment of the conditions referred to below under "Conditions of the Placing".

Conditions of the Placing

The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms.

The obligations of the Joint Global Co-Ordinators and the Joint Bookrunner 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; and

3.   Admission occurring not later than 8.00 a.m. (Dublin/London time) on 5 April 2022 or such later time as the Company and the Joint Global Co-Ordinators may agree in writing (but in any event not later than 8.00 a.m. (Dublin/London time) on 12 April 2022).

If (a) any condition is not satisfied in all respects (or to the extent permitted under the Placing Agreement waived by the Joint Global Co-Ordinators on behalf of themselves and on behalf of the Joint Bookrunner), or (b) the Placing Agreement is terminated in the circumstances specified below, the 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 Global Co-Ordinators, the Joint Bookrunner or 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 Placing generally.

By participating in the 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 Global Co-Ordinators may (on behalf of themselves and on behalf of the Joint Bookrunner), 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 Global Co-Ordinators, is material; or

2.   it comes to the notice of the Joint Global Co-Ordinators 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 Placing, is or has become untrue, incorrect or misleading and which, in the good faith opinion of either of the Joint Global Co-Ordinators, is material; or

3.   in the reasonable opinion of either of the Joint Global Co-Ordinators 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 Global Co-Ordinators, 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 Global Co-Ordinators 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 Placing or dealings in Placing Shares in the secondary market.

By participating in the Placing, each Placee agrees with the Joint Global Co-Ordinators that the exercise (or the refraining from exercise) by the Joint Global Co-Ordinators of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of the Joint Global Co-Ordinators and that the Joint Global Co-Ordinators need not make any reference to the Placees in this regard and that, to the fullest extent permitted by law, the Joint Global Co-Ordinators shall have no liability whatsoever to the Placees in connection with any such exercise.

Lock-up

The Company has undertaken to the Joint Global Co-Ordinators that, between the date of the Placing Agreement and 180 days after Admission, it will not, without the prior written consent of the Joint Global Co-Ordinators enter into certain transactions involving or relating to the Ordinary Shares, subject to certain carve-outs agreed between the Joint Global Co-Ordinators and the Company.

By participating in the Placing, Placees agree that the exercise by the Joint Global Co-Ordinators 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 Global Co-Ordinators 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 Placing and no such prospectus or admission document is required (in accordance with the Prospectus Regulation, 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 Placing, agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms to the Joint Global Co-Ordinators, the Joint Bookrunner 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 Global Co-Ordinators or the Joint Bookrunner (other than the amount of the relevant Placing participation in the oral confirmation given to Placees by the Joint Global Co-Ordinators (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 Global Co-Ordinators nor the Joint Bookrunner 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 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 Placing, each Placee acknowledges to and agrees with each Joint Global Co-Ordinator (for itself and as agent for the Company) and with the 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 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 Global Co-Ordinators 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 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, Euroclear ID: 12490 for RBC and Euroclear ID: 99290 for BNP Paribas. It is expected that such trade confirmation will be despatched on 1 April 2022 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 Global Co-Ordinators or the Joint Bookrunner (as the case may be).

It is expected that settlement will be on 5 April 2022 on a DVP basis in accordance with the instructions set out in the trade confirmation unless otherwise notified by the Joint Global Co-Ordinators.

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 SONIA as determined by the Joint Global Co-Ordinators.

Each Placee is deemed to agree that if it does not comply with these obligations, the Joint Global Co-Ordinators or the Joint Bookrunner 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 Global Co-Ordinators' or the Joint Bookrunner's 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 Global Co-Ordinators, the Joint Bookrunner 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 Placing.

Representations and Warranties

By participating in the 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 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 Placing; and it has not received and will not receive a prospectus, admission document or other offering document in connection with the Bookbuild, the Placing or the Placing Shares;

3.         agrees to indemnify on an after-tax basis and hold harmless each of the Company, the Joint Global Co-Ordinators and the Joint Bookrunner, 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 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 domestic 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 Global Co-Ordinators or the Joint Bookrunner 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 Global Co-Ordinators or the Joint Bookrunner 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 Global Co-Ordinators or the Joint Bookrunner 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 Global Co-Ordinators or the Joint Bookrunner 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 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 Global Co-Ordinators or the Joint Bookrunner 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 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 Placing, including the merits and risks involved;

8.         represents and warrants that if it has received any inside information (for the purposes of the MAR or other applicable law) about the Company in advance of the 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 Global Co-Ordinators or the Joint Bookrunner or their respective Affiliates or any person acting on their behalf and understands that (i) none of the Joint Global Co-Ordinators or the Joint Bookrunner 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 Global Co-Ordinators or the Joint Bookrunner 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 Global Co-Ordinators or the Joint Bookrunner 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 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 Global Co-Ordinators, the Joint Bookrunner 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 Placing;

11.       represents and warrants that 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 Canada, Australia (unless otherwise specifically agreed with the Joint Global Co-Ordinators), New Zealand, Japan, the Republic of South Africa, 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 Canada, Australia, New Zealand, Japan, the Republic of South Africa, 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.       undertakes that it will not distribute, forward, transfer or otherwise transmit this Announcement or any other materials concerning the Placing (including any electronic copies thereof), in or into the United States, Canada, Australia, New Zealand, Japan the Republic of South Africa 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 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, Germany, 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 Global Co-Ordinators 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 Global Co-Ordinators have not received such satisfactory evidence, the Joint Global Co-Ordinators may, in their absolute discretion, terminate the Placee's participation in the Placing in which event all funds delivered by the Placee to the Joint Global Co-Ordinators or the Joint Bookrunner 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, Germany, 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, Germany, 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 person falling within the definition of " qualified investor" as defined in 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 France, represents and warrants that it is an investor qualifying as (i) a fund of funds or (ii) a manager of managed accounts;

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 Global Co-Ordinators or the Joint Bookrunner (as the case may be) 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 Global Co-Ordinators or the Joint Bookrunner 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 Placing, and acknowledges that none of the Joint Global Co-Ordinators or the Joint Bookrunner 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 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 Global Co-Ordinators' 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 Global Co-Ordinators, the Joint Bookrunner 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 Global Co-Ordinators 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 Global Co-Ordinators, the Joint Bookrunner 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 Global Co-Ordinator 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 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 Global Co-Ordinators or the Joint Bookrunner 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, the Joint Global Co-Ordinators or the Joint Bookrunner will be responsible. If this is the case, the Placee should take its own advice and notify the Joint Global Co-Ordinators 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 Global Co-Ordinator or the Joint Bookrunner, any money held in an account with such Joint Global Co-Ordinator or the 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 Global Co-Ordinator or the 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 Global Co-Ordinator's money or the Joint Bookrunner's money as applicable in accordance with the client money rules and will be used by the relevant Joint Global Co-Ordinator or the Joint Bookrunner, as applicable, in the course of its business; and the Placee will rank only as a general creditor of the relevant Joint Global Co-Ordinator or the Joint Bookrunner (as the case may be);

34.       acknowledges and understands that the Company, the Joint Global Co-Ordinators, the Joint Bookrunner 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 Global Co-Ordinators at their absolute discretion. The right is reserved to reject in whole or in part and/or scale back any participation in the Placing;

36.       irrevocably authorises the Company, the Joint Global Co-Ordinators and the Joint Bookrunner 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.       acknowledges 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 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 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 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 amended ("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 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 benefit 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 certificated form, then such certificates 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 AMENDED (THE "SECURITIES ACT"), AND THE COMPANY HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES INVESTMENT COMPANY ACT OF 1940, AS AMENDED (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 AMENDED ("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 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 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,  it determines 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 satisfied 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, the Joint Global Co-Ordinators, the Joint Bookrunner 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, the Joint Global Co-Ordinators and the Joint Bookrunner (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 Global Co-Ordinators or the Joint Bookrunner 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 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 Global Co-Ordinators.

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 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, the Joint Global Co-Ordinators or the Joint Bookrunner 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 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, the Joint Global Co-Ordinators and the Joint Bookrunner in the event that any of the Company, the Joint Global Co-Ordinators and/or the Joint Bookrunner 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 Global Co-Ordinators 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 Global Co-Ordinators and the Joint Bookrunner 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 Global Co-Ordinators, the Joint Bookrunner 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 Global Co-Ordinators, the Joint Bookrunner 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 Global Co-Ordinators:

(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.