14 April 2016
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, CANADA, AUSTRALIA, JAPAN, OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
Greencoat UK Wind Announces Launch of 300 million Share Issuance Programme
Greencoat UK Wind plc (the "Company" or "UKW"), the leading listed renewable infrastructure fund, solely and fully invested in operating UK wind farms, today announces the proposed issue of up to 300 million new shares through a programme of share issuance ( the "Share Issuance Programme") . The proceeds of the programme, which will be conducted over the next 12 months through a number of tranches, will be used to pay down the Company's Revolving Facility Agreement enabling the Company to pursue further attractive investment opportunities.
Commenting on today's announcement, Tim Ingram, Chairman of UKW, said: "We believe that the future opportunities for Greencoat UK Wind are very exciting. There is a significant asset pool with a healthy number of motivated sellers and we are very well placed to take advantage of this. This programme of capital raises announced today will enable the Company both to pay down debt, and to take advantage of value-accretive growth opportunities whilst maintaining its very selective acquisition approach."
Background to, and Reasons for, the Share Issuance Programme
Following its successful and substantially oversubscribed initial public offering in March 2013, the Company has continued to deliver on its objectives and strategy, achieving the following key milestones:
· Since listing (£260 million initially raised), UKW has paid or declared 9 dividends equivalent to 18.5p; a total of £76.6 million
· Grown Net Asset Value ("NAV") per ordinary share by c. 4% for the period since listing to 31 March 2016
· Made 12 additional wind generation asset investments increasing the Company's total net generating capacity from 127MW to 400MW and Gross Asset Value to £850 million across 18 wind farms
· Operational performance across the portfolio has been in line with management expectations
Following the acquisition of Stroupster Wind Farm in December 2015 and a 28.2% interest in Clyde Wind Farm in March 2016 for an aggregate consideration of c. £280 million, UKW has outstanding borrowings of £225 million under its Revolving Facility Agreement and £100 million under its Long Term Facility Agreement, equivalent to 38% of Gross Asset Value (total gearing limited to 40%).
The Board believes that the Share Issuance Programme will offer significant benefits for all Shareholders and the Company:
· Proceeds will enable the Company to access a strong pipeline of potential investment opportunities
· Proceeds will be used to reduce borrowings under the Company's Revolving Facility Agreement in line with the Company's long term gearing target of 20-30%
· Expanded equity capital will improve liquidity in the trading of UKW's shares
· Given the fixed costs of the Company and increased NAV, issues of new shares under the programme should reduce UKW's ongoing charge ratio
· As the Initial Issue (as defined below) is at a price above the ex-dividend NAV per share, the Initial Issue will be NAV per share enhancing.
Net Asset Value and Dividend
Unaudited NAV as of 31 March 2016 is £524.5 million (103.5p per share), which reflects a decline in the long term power price forecast, offset in part by high wind resource over the winter. The Company's March 2016 Factsheet is available on the Company's website, www.greencoat-ukwind.com.
The quarterly interim dividend for the period from 1 January to 31 March 2016 will be 1.585p per share. The dividend will be paid on 27 May 2016, with an ex-dividend date of 5 May 2016 and a record date of 6 May 2016.
The Initial Issue
· Under the Share Issuance Programme, subject to approval by Shareholders, UKW will issue new ordinary shares by way of an initial placing and initial offer for subscription ( together, the "Initial Issue") at an issue price of 105p per share (new ordinary shares will be ex-dividend)
· The closing share price as at 13 April 2016, being the last trading day prior to the announcement of the Company's intention to undertake the proposed fundraising, was 109.875p (equivalent to 108.3p ex-dividend)
· The Company's unaudited NAV per share as at 31 March 2016 was 103.5p (101.9p ex-dividend)
· The net proceeds from the Initial Issue will be used towards repaying borrowings under the Company's Revolving Facility Agreement.
Share Issuance Programme
· In conjunction with the Initial Issue, the Board intends to implement a Share Issuance Programme
· Under the Share Issuance Programme, subject to approval by shareholders, UKW intends to issue up to 300 million new ordinary shares
· The Share Issuance Programme is being implemented to raise additional capital in the period to 17 April 2017 in order to take advantage of the strong pipeline of opportunities available to the Company.
Extraordinary General Meeting
· The Initial Issue and Share Issuance Programme are not underwritten, and are conditional on, inter alia, shareholder approval at a general meeting of shareholders of the Company being convened on 10 May 2016 at 5.00pm
Expected Timetable
All references to times in this Announcement are to London times, unless otherwise stated.
Prospectus expected to be published |
18 April 2016 |
Share Issuance Programme opens |
18 April 2016 |
Initial offer for subscription opens |
18 April 2016 |
Initial placing opens |
18 April 2016 |
Latest time and date for receipt of Forms of Proxy |
5.00pm. on 8 May 2016 |
Latest time and date for receipt of applications under the offer for subscription |
1.00 p.m. on 10 May 2016 |
General Meeting |
5.00 p.m. on 10 May 2016 |
Announcement of the results of the General Meeting |
10 May 2016 |
Latest time and date for receipt of commitments under the initial placing |
3.00 p.m. on 12 May 2016 |
Announcement of the results of the Initial Issue |
13 May 2016 |
Admission to the Official List and commencement of dealings on the London Stock Exchange |
8:00 a.m. on 17 May 2016 |
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Share Issuance Programme closes |
17 April 2017 |
A further announcement will be made upon publication of the Prospectus.
RBC Europe Limited (trading as RBC Capital Markets) is acting as sponsor and bookrunner to the Company and Kepler Partners LLP is acting as placing agent with regards to the Initial Issue.
For further information, please contact:
Greencoat UK Wind |
020 7832 9425 |
Stephen Lilley |
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Laurence Fumagalli |
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Tom Rayner |
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RBC Capital Markets (Sponsor and Bookrunner) |
020 7653 4000 |
Darrell Uden Duncan Smith |
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Matthew Coakes |
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Kepler Partners (Placing Agent) Hugh van Cutsem |
020 3384 8796 |
Tulchan Communications |
020 7353 4200 |
Martin Pengelley |
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Charlotte Church |
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Notes to Editors:
Greencoat UK Wind PLC is the leading renewable infrastructure fund, solely and fully invested in eighteen operating UK wind farms with net generating capacity of 400 MW. The Company's aim is to provide investors with an annual dividend that increases in line with RPI inflation (6.34p for 2016) while preserving the capital value of its investment portfolio in the long term on a real basis through reinvestment of excess cash flow and the prudent use of portfolio leverage.
UKW is managed by an experienced team of senior executives from Greencoat Capital LLP, the cleantech and renewables focused investment management firm, and overseen by a strong and experienced independent board.
UKW is incorporated in England and Wales and is a UK Investment Trust.
For more information about UKW, please visit http://www.greencoat-ukwind.com
For more information about Greencoat Capital LLP, please visit http://www.greencoat-capital.com
Disclaimer:
IMPORTANT NOTICE
This announcement, including the Appendix, and the information contained herein is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into or from the United States, Canada, Australia, 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.
This announcement does not constitute or form part of any offer to sell, or any solicitation of an offer to buy, securities in the United States. Securities may not be offered or sold in the United States absent (i) registration under the Securities Act or (ii) an available exemption from registration under the Securities Act. The new ordinary shares have not been and will not be registered under the Securities Act or under the securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold or delivered, directly or indirectly, in or into the United States absent registration except pursuant to an exemption from or in a transaction not subject to the registration requirements of the Securities Act. No public offering of the new ordinary shares is being made in the United States.
This announcement does not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for new ordinary shares in any jurisdiction including, without limitation, the United States, Canada, Australia, Japan, the Republic of South Africa or any other jurisdiction in which such offer or solicitation is or may be unlawful (a "Prohibited Jurisdiction"). This announcement and the information contained herein are not for publication or distribution, directly or indirectly, to persons in a Prohibited Jurisdiction unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction. No action has been taken by the Company, RBC Capital Markets (RBC) or any of their respective affiliates that would permit an offer of the new ordinary shares or possession or distribution of this announcement or any other publicity material relating to such new ordinary shares in any jurisdiction where action for that purpose is required. Persons receiving this announcement are required to inform themselves about and to observe any such restrictions.
This announcement and any offer if made subsequently is subject to the Alternative Investment Fund Managers Directive ("AIFMD") as implemented by Member States of the European Economic Area. Outside of the United Kingdom, this announcement and any offer if made subsequently is directed only at professional investors in the following member states: Ireland, Belgium, Germany and the Netherlands (together with the United Kingdom, the "Eligible Member States"). The Investment Manager has not registered a passport for marketing under the passporting programme set out in the AIFMD in any other member state (each an "Ineligible Member State"). This announcement may not be distributed in any Ineligible Member State and no offers subsequent to it may be made or accepted in any Ineligible Member State. The attention of all prospective investors is drawn to disclosures required to be made under the AIFMD which are set out on the Company's website (including as set out in its most recent prospectus and annual report and accounts), which will also set out (if applicable) any periodic updates required under the rules in the FCA's Handbook (FUND 3.2.5R and 3.2.6R).
This announcement is directed at and is only being distributed to: (A) persons in member states of the European Economic Area who are "qualified investors", as defined in article 2.1(e) of the Prospective Directive (Directive 2003/71/EC) as amended, (B) if in the United Kingdom, persons who (i) have professional experience in matters relating to investments who fall within the definition of "investment professionals" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 as amended (the "FPO") or fall within the definition of "high net worth companies, unincorporated associations etc" in article 49(2)(a) to (d) of the FPO and (ii) are "qualified investors" as defined in section 86 of FSMA or (C) otherwise to persons to whom it may otherwise lawfully be communicated (each, a "Relevant Person"). No other person should act or rely on this announcement and persons distributing this announcement must satisfy themselves that it is lawful to do so. By accepting the terms of this announcement, you represent and agree that you are a Relevant Person.
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.
Certain statements in this announcement are forward-looking statements which are based on the Company's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which may use words such as "aim", "anticipate", "believe", "intend", "estimate", "expect" and words of similar meaning, include all matters that are not historical facts. These forward-looking statements involve risks, assumptions and uncertainties that could cause the actual results of operations, financial condition, liquidity and dividend policy and the development of the industries in which the Company's businesses operate to differ materially from the impression created by the forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given those risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of such statements and, except as required by the FCA, the London Stock Exchange or applicable law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
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.
RBC, which is authorised in the United Kingdom by the Prudential Regulatory Authority and regulated by the FCA and the Prudential Regulatory Authority, which is authorised and regulated in the United Kingdom by the FCA are acting for UKW and for no one else in connection with the Share Issuance Programme and will not be responsible to anyone other than UKW for providing the protections afforded to their respective clients or for affording advice in relation to the Share Issuance Programme, or any other matters referred to herein.
The new ordinary shares to be issued pursuant to the Share Issuance Programme will not be admitted to trading on any stock exchange other than the London Stock Exchange.
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.
