13 February 2019
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, BY ANY MEANS OR MEDIA, IN OR INTO OR FROM THE UNITED STATES (OR TO ANY US PERSONS), CANADA, AUSTRALIA, NEW ZEALAND, JAPAN, OR THE REPUBLIC OF SOUTH AFRICA, ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (OTHER THAN THE UK, BELGIUM, THE REPUBLIC OF IRELAND, THE NETHERLANDS, GERMANY OR SWEDEN, AND THEN, IN RESPECT OF RETAIL INVESTORS, ONLY TO RETAIL INVESTORS IN THE UK) 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.
GREENCOAT UK WIND PLC
Result of Capital Raise
Greencoat UK Wind plc (the "Company" or "UKW"), the leading listed renewable infrastructure fund, invested in operating UK wind farms, today announces the result of the Placing as announced on 1 February 2019.
Highlights
§ Gross Issue Proceeds of £131 million
§ 102,946,483 New Ordinary Shares will be issued, increasing total Ordinary Shares to 1,234,668,373
§ Net proceeds will be used to repay or reduce future draw downs under the Company's revolving credit facility
Commenting on the announcement, Tim Ingram, Chairman of UKW, said: "We are grateful for the continued support from our shareholders, which has led to another oversubscribed equity capital raise and is reflective of the strong demand for UKW's attractive investment returns, proven track record and simple, low risk model."
Following the receipt of Net Issue Proceeds and completion of the Stronelairg and Dunmaglass acquisitions, UKW should have £794 million of outstanding debt (of which £400 million is long term debt), which would be equal to approximately 34% of Gross Asset Value.
Application for Admission
Application will be made for the 102,946,483 New Ordinary Shares to be admitted to the Official List of the UK Listing Authority and to trading on the London Stock Exchange's main market for listed securities with effect from 8.00 a.m. on 27 February 2019, provided shareholders vote in favour of the resolutions proposed at the General Meeting.
Terms as defined in the Placing launch announcement on 1 February 2019 apply to this announcement unless the context requires otherwise.
The AIFMD investor disclosures are available on the Company's website.
For further information, please contact:
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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 (Financial Adviser and Bookrunner) |
020 7653 4000 |
Darrell Uden |
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Duncan Smith |
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Matthew Coakes |
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Kepler Partners (Placing Agent) |
020 3384 8796 |
Hugh van Cutsem |
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Media enquiries: |
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Headland |
020 3805 4822 |
Stephen Malthouse |
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Rob Walker |
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Notes to Editors:
Greencoat UK Wind PLC is the leading listed renewable infrastructure fund, which (upon completion of the acquisitions of Stronelairg and Dunmaglass) will have invested in 34 operating UK wind farms with net generating capacity of 950MW. The Company's aim is to provide investors with an annual dividend that increases in line with RPI inflation (6.94p for 2019) while preserving the capital value of its investment portfolio in the long term on a real basis through reinvestment of excess cash flow and the prudent use of gearing.
UKW is managed by an experienced team at Greencoat Capital LLP, a leading European renewable investment manager with over £3 billion of assets under management across a number of funds in wind and solar infrastructure, and is 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
IMPORTANT NOTICE
This announcement and the information contained herein is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into or from the United States (or any US Person), Canada, Australia, New Zealand, the Republic of South Africa, Japan, any member state of the European Economic Area (other than to professional investors in the UK, Belgium, the Republic of Ireland, the Netherlands, Germany and Sweden) 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 (or from/to any US Person). Securities may not be offered or sold in the United States (or from/to any US Person) 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 or any US Person 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.
The Company and the Ordinary Shares are not and will not be registered with the Swiss Financial Market Supervisory Authority (FINMA). No Swiss representative and no Swiss paying agent have been appointed. This announcement and/or any other offering materials relating to the Company may be made available in Switzerland solely to Regulated Qualified Investors. The Ordinary Shares may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange (SIX) or on any other stock exchange or regulated trading facility in Switzerland. This announcement has been prepared without regard to the disclosure standards under Article 652a of the Swiss Code of Obligations or the disclosure standards under Articles 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this announcement nor any other offering or marketing material relating to the Ordinary Shares may be publicly distributed or otherwise made publicly available in Switzerland. Neither this announcement nor any other offering or marketing material relating to the Ordinary Shares or the Company have been or will be filed with or approved by any Swiss regulatory authority. In particular, this announcement has not been filed with, and the offering of the Ordinary Shares will not be supervised by FINMA.
This announcement does not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for new ordinary shares in any jurisdiction including, without limitation, the United States, Canada, Australia, New Zealand, the Republic of South Africa, Japan, any member state of the European Economic Area (other than to professional investors in the UK, Belgium, the Republic of Ireland, the Netherlands, Germany and Sweden) or any other jurisdiction in which such offer or solicitation is or may be unlawful (a "Prohibited Jurisdiction"). This announcement and the information contained herein are not for publication or distribution, directly or indirectly, to persons in a Prohibited Jurisdiction unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction. No action has been taken by the Company, RBC 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: Belgium, the Republic of Ireland, Germany, the Netherlands and Sweden (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, is acting for UKW and for no one else in connection with the Placing and will not be responsible to anyone other than UKW for providing the protections afforded to its clients or for affording advice in relation to the Placing, or any other matters referred to herein.
The new ordinary shares to be issued pursuant to the Placing 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.
