TIDMGRP
RNS Number : 6743R
Greencoat Renewables PLC
04 March 2019
THIS ANNOUNCEMENT (INCLUDING THE APPIX) IS NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, BY ANY MEANS OR MEDIA, IN OR INTO OR FROM THE UNITED
STATES (OR TO ANY US PERSONS), CANADA, AUSTRALIA, NEW ZEALAND,
JAPAN, OR THE REPUBLIC OF SOUTH AFRICA, ANY MEMBER STATE OF THE
EUROPEAN ECONOMIC AREA (OTHER THAN IRELAND, THE UNITED KINGDOM,
BELGIUM, FRANCE, GERMANY, THE NETHERLANDS, SPAIN OR SWEDEN
(TOGETHER "ELIGIBLE MEMBER STATES), AND THEN, ONLY TO PERSONS IN
ELIGIBLE MEMBER STATES 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.
4 March 2019
Greencoat Renewables PLC
Proposed Placing of approximately 100 million New Shares under
Share Issuance Programme to finance acquisition and attractive
M&A pipeline in Ireland
04 March 2019 | Greencoat Renewables PLC ("Greencoat Renewables"
or "the Company"), the renewable infrastructure company, invested
in euro-denominated assets, is pleased to announce its intention to
issue approximately 100 million new ordinary shares in the capital
of the Company under the 250 million Share Issuance Programme
launched on 9 July 2018, of which a balance of 140 million ordinary
shares remains available for issue.
The shares will be issued through a Placing by way of a non
pre-emptive issuance to institutional investors pursuant to the
terms and conditions set out in the Appendix to this
announcement.
In line with strategy, the proceeds of the Placing will be used
to pay down the Company's existing Revolving Credit Facility,
freeing up capital to take advantage of further value accretive
acquisition opportunities in Ireland.
The secondary wind market in Ireland remains very active, with
the company involved in a number of attractive processes totalling
more than 250MW in aggregate capacity. This includes the potential
acquisition of a high-quality operating asset already under
exclusivity, with a headline enterprise value of EUR76m and an
expected close at the end of March 2019.
Ronan Murphy, Non-Executive Chairman of Greencoat Renewables,
said:
"Following our oversubscribed issuance in 2018 and given the
continued aggregation opportunity that the Company sees in Ireland,
we are pleased to announce a further placing in line with our
growth strategy. We will continue to exercise price discipline in
our acquisitions, only buying value-accretive assets that deliver
value to shareholders and diversify the portfolio."
Summary of the Placing
-- Under the terms of the Placing, the Company intends to place
approximately 100 million New Shares, under the Share Issuance
Programme authority granted at the Company's extraordinary general
meeting, held on 1 August 2018, at a Placing Price of EUR1.055 per
Placing Share.
o The Placing Price of EUR1.055 represents a discount of 3.2% to
the closing share price on 1 March 2019 and a premium of 2.0% to
the last reported NAV of 103.4 cent per share (as at 31 December
2018)
o The Placing is expected to be accretive to the net asset value
per share of the Company, after costs
-- J&E Davy (trading as Davy) and RBC Europe Limited
(trading as RBC Capital Markets) are acting as Joint Bookrunners
and Commerzbank AG is acting as Co-Lead Manager in respect of the
Placing.
-- Davy and RBC Capital Markets, being 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.
-- The Placing will be made on a non pre-emptive basis to
institutional investors and launched by the Joint Bookrunners
immediately following this announcement. Assuming 100 million New
Shares are issued pursuant to the Placing, the Company shall have
authority, until 31 July 2019, to issue up to a further 40 million
New Shares under the Share Issuance Programme.
-- 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, pricing and allocations are at the
discretion of the Company, Davy and RBC Capital Markets.
-- The final number of Placing Shares will be determined at the
close of the bookbuild for the Placing, expected at 12 noon on 19,
March 2019 but may close earlier or later at the absolute
discretion of the Company and the Joint Bookrunners.
-- 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 the Q1 dividend) and other distributions declared, made
or paid after the date of issue. The Company currently has 380
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 EUR25,000 worth of New
Shares, so that following completion of the Placing, he will hold
c.148,448 Ordinary Shares, representing c.0.03% of the enlarged
issued Ordinary Share capital of the Company (assuming 100 million
New Shares are issued pursuant to the Placing).
Emer Gilvarry, who is a Director, intends to participate in the
Placing by subscribing for approximately EUR10,000 worth of New
Shares, so that following completion of the Placing, she will hold
c.58,983 Ordinary Shares, representing c.0.01% of the enlarged
issued Ordinary Share capital of the Company (assuming 100 million
New Shares are issued pursuant to the Placing).
Kevin McNamara, who is a Director, intends to participate in the
Placing by subscribing for approximately EUR10,000 worth of New
Shares, so that following completion of the Placing, he will hold
c.59,478 Ordinary Shares, representing c.0.01% of the enlarged
issued Ordinary Share capital of the Company (assuming 100 million
New Shares are issued pursuant to the Placing).
Bertrand Gautier, who is a Partner of the Investment Manager,
intends to participate in the Placing by subscribing for
approximately EUR20,000 worth of New Shares, so that following
completion of the Placing, he will hold c.68,957 Ordinary Shares,
representing c.0.01% of the enlarged issued Ordinary Share capital
of the Company (assuming 100 million New Shares are issued pursuant
to the Placing).
AIFMD Disclosures
The Company is categorised as an externally managed alternative
investment fund for the purposes of the Alternative Investment Fund
Managers Directive (Directive 2011/61/EU) ("AIFMD"). 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 from time to time
and which are available on the Company's website:
http://www.greencoat-renewables.com/investors/disclosures/aifmd
(including as set out in its most recent annual report and
accounts).
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 22 March 2019. 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 250
million Ordinary Shares on 9 July 2018. To date, the Company has
issued 110 million Ordinary Shares under the programme.
For further information on the Announcement, please contact:
Greencoat Renewables PLC: +44 20 7832 9400
Bertrand Gautier
Paul O'Donnell
Tom Rayner
Davy (Joint Bookrunner, Nomad and Euronext Growth Advisor) +353 1 679 6363
Fergal Meegan
Ronan Veale
Barry Murphy
RBC (Joint Bookrunner) +44 20 7653 4000
Matthew Coakes
Duncan Smith
Jonathan Hardy
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 and is focused on the
acquisition and management of operating wind farms in Ireland. It
is managed by Greencoat Capital LLP, an experienced investment
manager in the listed renewable energy infrastructure sector.
Greencoat Capital LLP is a leading European renewable investment
manager of EUR4bn of assets under management across a number of
funds in wind and solar infrastructure and private equity, and
overseen by a strong and experienced independent board.
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 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,
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 (of from/to any US Person). 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 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 or any
US Person 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 Placing 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 Placing
Shares in any jurisdiction including, without limitation, the
United States, Canada, Australia, Japan, New Zealand, 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, the Joint
Bookrunners or the Co-Lead Manager 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 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. This
Announcement and any offer if made subsequently is directed only at
professional investors in the following member states: Ireland, the
United Kingdom, Belgium, France, Germany, the Netherlands, Spain
and Sweden (together 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 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
(including as set out in its most recent annual report and
accounts).
This Announcement is directed at and is only being distributed
to: (A) persons in Eligible 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.
The Company and the Ordinary Shares are not and will not be
registered with the Swiss Financial Market Supervisory Authority
("FINMA"). No Swiss representatives 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 Article 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. No prospectus or 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.
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 Bookrunners, nor
the Co-Lead Manager, 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 Bookrunners or
the Co-Lead Manager or any of their respective affiliates in
connection with the Company, the Placing Shares or the Share
Issuance Programme. The Joint Bookrunners and the Co-Lead Manager
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 Bookrunners or the Co-Lead Manager 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 Bookrunner 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, which is authorised and regulated in the
United Kingdom by the FCA 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.
Commerzbank AG and Commerzbank AG, London Branch ("Commerzbank")
are authorised by the German Federal Financial Supervisory
Authority and the European Central Bank. Commerzbank AG, London
Branch is authorised and subject to limited regulation by the
Financial Conduct Authority and Prudential Regulation Authority
(Financial Services Register number: 124920). Commerzbank 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 Bookrunners
and the Co-Lead Manager 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 Bookrunners or the Co-Lead
Manager.
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. No statement in this
Announcement is or is intended to be a profit forecast or profit
estimate or to imply that the earnings of the Company for the
current or future financial years will necessarily match or exceed
the historical or published earnings of the Company.
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 disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the Product Governance
Requirements) may otherwise have with respect thereto, the 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 and eligible counterparties, each as defined in MiFID II;
and (ii) eligible for distribution through all distribution
channels as are permitted by MiFID II (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 Bookrunners and the Co-Lead
Manager will only procure investors who meet the criteria of
professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; 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 and the Appendix;
"Bookbuild" means a bookbuilding process in respect of the
Placing;
"Co-Lead Manager" means Commerzbank AG;
"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;
"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);
"Joint Bookrunners" and each a "Joint Bookrunner" means Davy and
RBC;
"Investment Manager" means Greencoat Capital LLP;
"London Stock Exchange" or "LSE" means the London Stock Exchange
plc;
"MAR" means 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 EUR0.01 each in the
capital of the Company;
"Placees" means new and existing eligible investors under the
Share Issuance Programme;
"Placing" means the proposed 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 Bookrunners, and the
Co-Lead Manager dated 4 March 2019;
"Placing Price" means EUR1.055 per Placing Share;
"Placing Shares" means approximately 100 million New Shares that
the Company is seeking to issue in the Placing;
"Prohibited Jurisdiction" means any jurisdiction including,
without limitation, the United States, Canada, Australia, Japan,
the Republic of South Africa or any other jurisdiction in which an
offer or solicitation of New Shares is or may be unlawful;
"RBC" means RBC Europe Limited (trading as RBC Capital
Markets);
"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 1 August 2018 to issue up
to 250 million new Ordinary Shares;
"Shareholder" means a registered holder of an Ordinary Share;
and
"US Person" has the meaning set out in the Securities Act.
APPIX
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 BOOKRUNNERS OR THE CO-LEAD MANAGER WHO ARE:
(A) Persons in the following Member States of the European
Economic Area: Ireland, the United Kingdom, Belgium, France,
Germany, the Netherlands, Spain 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") AND
(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 AMED (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 THE FINANCIAL SERVICES AND MARKETS ACT
2000 ("FSMA") OR
(C) OTHERWISE PERSONS 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, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, CANADA, NEW
ZEALAND, JAPAN, 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,
AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, CANADA, NEW ZEALAND,
JAPAN, ANY INELIGIBLE MEMBER STATE OR IN ANY OTHER JURISDICTION IN
WHICH THE SAME WOULD BE UNLAWFUL (EACH A "PROHIBITED
JURISDICTION").
THE PLACING SHARES (AS DEFINED BELOW) HAVE NOT BEEN AND WILL NOT
BE REGISTERED UNDER THE US SECURITIES ACT OF 1933 (THE "SECURITIES
ACT"), OR UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE OR
OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED,
SOLD, TAKEN UP, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR
INDIRECTLY WITHIN, INTO OR IN THE UNITED STATES OR TO ANY US
PERSON, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY
RELEVANT STATE OR OTHER JURISDICTION OF THE UNITED STATES. THERE
WILL BE NO PUBLIC OFFER OF THE PLACING SHARES IN THE UNITED
STATES.
This Announcement and any offer if made subsequently is subject
to the Alternative Investment Fund Managers Directive as
implemented by Member States of the European Economic Area. This
Announcement and any offer if made subsequently is directed only at
professional investors in 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
annual report and accounts).
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" or "Greencoat Renewables"), the Joint Bookrunners or
the Co-Lead Manager 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 disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the Product Governance
Requirements) may otherwise have with respect thereto, the 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 (a) investors who meet the criteria of
professional clients and (b) eligible counterparties, each as
defined in MiFID II; and (ii) eligible for distribution through all
distribution channels as are permitted by MiFID II (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 Bookrunners and the Co-Lead
Manager will only procure investors who meet the criteria of
professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; 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 Bookrunner 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.
Commerzbank AG and Commerzbank AG, London Branch ("Commerzbank")
are authorised by the German Federal Financial Supervisory
Authority and the European Central Bank. Commerzbank AG, London
Branch is authorised and subject to limited regulation by the
Financial Conduct Authority and Prudential Regulation Authority
(Financial Services Register number: 124920). Commerzbank 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 Bookrunners, the Co-Lead
Manager and the Investment Manager. Pursuant to the Placing
Agreement, the Joint Bookrunners have severally agreed to use their
respective reasonable endeavours to procure subscribers for the
Placing Shares at the Placing Price on the Admission Date and the
Co-Lead Manager has agreed to use its reasonable endeavours to
procure subscribers domiciled in Germany or, with the prior consent
of the Company and the Joint Bookrunners, elsewhere, 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 22 March 2019, and that dealings in the
Placing Shares will commence at that time.
Bookbuild
Commencing today, the Joint Bookrunners will be conducting a
bookbuilding process (the "Bookbuilding Process") 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 Bookbuilding
Process
Participation in the Placing will only be available to persons
who may lawfully be, and are, invited to participate by the Joint
Bookrunners (or either of them). The Joint Bookrunners, the Co-Lead
Manager and their respective Affiliates are entitled to participate
as Placees in the Bookbuilding Process.
The books will open with immediate effect. The Bookbuilding
Process is expected to close not later than 12 noon (Dublin/London
time) on 19 March 2019, but may be closed earlier at the discretion
of the Joint Bookrunners. A further announcement will be made
following the close of the Bookbuilding Process detailing the
number of Placing Shares which are being placed (the "Placing
Results Announcement"). The Joint Bookrunners may, in agreement
with the Company, accept bids that are received after the
Bookbuilding Process has closed.
A bid in the Bookbuilding Process 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
Bookrunners' consent, will not be capable of variation or
revocation after the close of the Bookbuilding Process.
A Placee who wishes to participate in the Bookbuilding Process
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 Bookrunner will re-contact
and confirm orally to Placees following the close of the
Bookbuilding Process the size of their respective allocations and a
trade confirmation will be dispatched as soon as possible
thereafter. The relevant Joint Bookrunner'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 Bookrunner 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 Bookrunner. 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
Bookrunner, 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 Bookrunner.
The Joint Bookrunners 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 Investment Manager also
reserves the right not to accept offers to subscribe for Placing
Shares or to accept such offers in part rather than in whole. The
acceptance of offers shall be at the absolute discretion of the
Joint Bookrunners. The Joint Bookrunners shall be entitled to
effect the Placing by such alternative method to the Bookbuilding
Process as they shall in their absolute discretion determine. The
Company reserves the right (upon agreement with the Joint
Bookrunners) to reduce or seek to increase the amount to be raised
pursuant to the Placing.
To the fullest extent permissible by law, neither Joint
Bookrunner, nor the Co-Lead Manager, 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 Bookrunner, 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 Bookbuilding Process or
of such alternative method of effecting the Placing as the Joint
Bookrunners 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 Bookrunner or the Co-Lead Manager. 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 Bookrunner as agent of the
Company, to pay to the relevant Joint Bookrunner (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 Bookrunners and the Co-Lead Manager
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 Bookrunners and the Co-Lead Manager
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 22 March 2019 or such later time as the Company and the
Joint Bookrunners may agree in writing (but in any event not later
than 8.00 a.m. (Dublin/London time) on 29 March 2019).
If (a) any condition is not satisfied in all respects (or to the
extent permitted under the Placing Agreement waived by the Joint
Bookrunners on behalf of themselves and on behalf of the Co-Lead
Manager), 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 Bookrunners, the Co-Lead Manager or the
Company, nor 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 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 Bookrunners may (on behalf of themselves and on behalf
of the Co-Lead Manager), 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 Bookrunners, is material; or
2. it comes to the notice of the Joint Bookrunners 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 Bookrunners, is material; or
3. in the reasonable opinion of either of the Joint Bookrunners
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 Bookrunners, 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 Bookrunners 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 Bookrunners that the exercise (or the refraining from
exercise) by the Joint Bookrunners of any right of termination or
other discretion under the Placing Agreement shall be within the
absolute discretion of the Joint Bookrunners and that the Joint
Bookrunners need not make any reference to the Placees in this
regard and that, to the fullest extent permitted by law, the Joint
Bookrunners shall have no liability whatsoever to the Placees in
connection with any such exercise.
Lock-up
The Company has undertaken to the Joint Bookrunners that,
between the date of the Placing Agreement and 180 days after
Admission, it will not, without the prior written consent of the
Joint Bookrunners enter into certain transactions involving or
relating to the Ordinary Shares, subject to certain carve-outs
agreed between the Joint Bookrunners and the Company.
By participating in the Placing, Placees agree that the exercise
by the Joint Bookrunners 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 Bookrunners 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 Directive 2003/71/EC
as amended (the "Prospectus Directive") 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 Bookrunners, the Co-Lead Manager 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 Bookrunners or the Co-Lead Manager (other than the amount of
the relevant Placing participation in the oral confirmation given
to Placees by the Joint Bookrunners (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 Bookrunners nor the Co-Lead Manager 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
Bookrunner (for itself and as agent for the Company) and with the
Co-Lead Manager (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 CREST
system, using the DVP mechanism, subject to certain exceptions. The
Joint Bookrunners 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 CREST 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 CREST
ID: 189 for Davy, CREST ID: 388 for RBC and CREST ID: MIUAA for
Commerzbank. It is expected that such trade confirmation will be
despatched on 20 March 2019 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 CREST or certificated settlement instructions
which it has in place with the Joint Bookrunners or the Co-Lead
Manager (as the case may be).
It is expected that settlement will be on 22 March 2019 on a DVP
basis in accordance with the instructions set out in the trade
confirmation unless otherwise notified by the Joint
Bookrunners.
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
LIBOR as determined by the Joint Bookrunners.
Each Placee is deemed to agree that if it does not comply with
these obligations, the Joint Bookrunners or the Co-Lead Manager 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
Bookrunners' or the Co-Lead Manager'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 Bookrunners, the
Co-Lead Manager and 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 Bookbuilding Process, the Placing or the
Placing Shares;
3. agrees to indemnify on an after-tax basis and hold harmless
each of the Company, the Joint Bookrunners and the Co-Lead Manager,
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 and the Market Abuse Regulation
(EU Regulation No. 596/2014 (the "MAR") (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 Bookrunners or the
Co-Lead Manager 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; or has it requested the Joint Bookrunners or the Co-Lead
Manager 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 Bookrunners or the Co-Lead Manager 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 Bookrunners or the Co-Lead Manager 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 Bookrunners or the Co-Lead Manager 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 it 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 Bookrunners or the Co-Lead Manager or their respective
Affiliates or any person acting on their behalf and understands
that (i) none of the Joint Bookrunners or the Co-Lead Manager 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 Bookrunners or the
Co-Lead Manager 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
Bookrunners or the Co-Lead Manager 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 Bookrunners, the Co-Lead Manager
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. 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 Australia, the Republic of South Africa, Canada,
Japan, New Zealand, 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
Australia, the Republic of South Africa, Canada, Japan, New Zealand
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. 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, Australia, the Republic of South Africa, Canada,
Japan, New Zealand 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. represents and warrants that it is not a US Person and its
acquisition of the Placing Shares has been or will be made in an
"offshore transaction" as defined in and pursuant to Regulation S
under the Securities Act;
15. represents and warrants that it will not offer or sell,
directly or indirectly, any of the Placing Shares in the United
States or to any US Person except in accordance with Regulation S
or pursuant to an exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act;
16. understands that upon the initial issuance of, and until
such time as the same is no longer required under the Securities
Act or applicable securities laws of any state or other
jurisdiction of the United States, any certificates representing
the Placing Shares (to the extent such Placing Shares are in
certificated form), and all certificates issued in exchange
therefore or in substitution thereof, shall bear a legend setting
out the restrictions relating to the transfer of the certificated
security including with respect to restrictions relating to the
United States federal securities laws;
17. represents and warrants that, if it is a financial
intermediary, as that term is used in Article 3(2) of the
Prospectus Directive, 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 which has implemented the Prospectus Directive other than to
persons (i) who are: "qualified investors" as defined in Article
2.1(e) of the Prospectus Directive or who otherwise fall within
Article 3(2) of the Prospectus Directive (and which circumstances
do not result in any requirement for the publication of a
prospectus pursuant to Article 3 of the Prospectus Directive) and
in each case (ii) who, if they are in Ireland, the United Kingdom,
Belgium, France, Germany, the Netherlands, Spain or Sweden are also
professional investors for the purposes of AIFMD or in
circumstances in which the prior consent of the Joint Bookrunners
has been given to the offer or resale;
18. 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);
19. 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;
20. represents and warrants that it has complied with its
obligations under the Criminal Justice Act 1993, section 118 of
FSMA, 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 Bookrunners have not received
such satisfactory evidence, the Joint Bookrunners 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 Bookrunners or the Co-Lead Manager will be returned without
interest to the account of the drawee bank or CREST account from
which they were originally debited;
21. 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;
22. if in Ireland, the United Kingdom, Belgium, France, Germany,
the Netherlands, Spain or Sweden, represents and warrants that it
is a qualified investor as defined in section 86(7) of FSMA, being
a person falling within Article 2.1(e)(i), (ii) or (iii) of the
Prospectus Directive;
23. represents and warrants that it is not located in an
Ineligible Member State and, if it is located in Ireland, United
Kingdom, Belgium, France, Germany, the Netherlands, Spain or
Sweden, represents and warrants that it is a professional investor
for the purposes of the AIFMD;
24. if in Switzerland, represents and warrants that it is a
person falling within the definition of "regulated qualified
investor" as defined in Article 10(3)(a) and (b) of the Swiss
Collective Investment Schemes Act of 23 June 2006, as amended;
25. 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 Bookrunners or the Co-Lead Manager (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;
26. acknowledges that none of the Joint Bookrunners or the
Co-Lead Manager 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 Bookrunners or the Co-Lead Manager 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
Bookrunners' rights and obligations thereunder, including any right
to waive or vary any condition or exercise any termination right
contained therein;
27. 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 Bookrunners, the Co-Lead Manager 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
allotted to the CREST stock account of one of the Joint Bookrunners
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;
28. 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
Bookrunners, the Co-Lead Manager 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;
29. acknowledges that it irrevocably appoints any director of
either Joint Bookrunners 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;
30. 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;
31. represents and warrants that any person who confirms to the
Joint Bookrunners or the Co-Lead Manager 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;
32. 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 Bookrunners or
the Co-Lead Manager will be responsible. If this is the case, the
Placee should take its own advice and notify the Joint Bookrunners
accordingly;
33. 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);
34. acknowledges that when a Placee or any person acting on
behalf of the Placee is dealing with a Joint Bookrunner or the
Co-Lead Manager, any money held in an account with such Joint
Bookrunner or the Co-Lead Manager 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 Bookrunner or the Co-Lead Manager. 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 Joint Bookrunner's money
or the Co-Lead Manager's in accordance with the client money rules
and will be used by the Joint Bookrunner or the Co-Lead Manager in
the course of its business; and the Placee will rank only as a
general creditor of the Joint Bookrunners or the Co-Lead Manager
(as the case may be);
35. acknowledges and understands that the Company, the Joint
Bookrunners, the Co-Lead Manager and others will rely upon the
truth and accuracy of the foregoing representations, warranties,
agreements, undertakings and acknowledgements;
36. acknowledges that the basis of allocation will be determined
by the Company and Joint Bookrunners at their absolute discretion.
The right is reserved to reject in whole or in part and/or scale
back any participation in the Placing;
37. irrevocably authorises the Company, the Joint Bookrunners
and the Co-Lead Manager 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
38. 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.
The acknowledgements, agreements, undertakings, representations
and warranties referred to above are given to each of the Company,
the Joint Bookrunners and the Co-Lead Manager (for their own
benefit and, where relevant, the benefit of its Affiliates and any
person acting on their behalf) and are irrevocable.
No claim shall be made against the Company, the Joint
Bookrunners or the Co-Lead Manager 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 Bookrunners.
No Irish or UK stamp duty or stamp duty reserve tax should be
payable to the extent that the Placing Shares are issued or
transferred (as the case may be) into CREST to, or to the nominee
of, a Placee who holds those shares beneficially (and not as agent
or nominee for any other person) within the CREST 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 Bookrunners
or the Co-Lead Manager 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 Bookrunners and the Co-Lead Manager in the event that any
of the Company, the Joint Bookrunners and/or the Co-Lead Manager
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 UK 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 Bookrunners 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 the Placee,
acknowledges that the Joint Bookrunners and the Co-Lead Manager 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 the Placee
acknowledges and agrees that the Joint Bookrunners, Co-Lead Manager
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 Bookrunners, the Co-Lead
Manager 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 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 Bookrunners:
(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.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IOEZMGGFLFZGLZM
(END) Dow Jones Newswires
March 04, 2019 02:00 ET (07:00 GMT)
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