TIDMGRP
RNS Number : 3691T
Greencoat Renewables PLC
20 March 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 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.
20 March 2019
Greencoat Renewables PLC
Result of Placing
Greencoat Renewables raises gross proceeds of EUR147.7 million
in
oversubscribed Placing
Greencoat Renewables PLC ("Greencoat Renewables" or the
"Company"), the renewable infrastructure company, invested in
euro-denominated assets, is pleased to announce the result of the
Placing launched on 4 March 2019.
Highlights of the Placing:
- Gross proceeds of EUR147.7 million raised via the Placing.
- 140 million Placing Shares will be issued at the Placing Price
of EUR1.055 per Placing Share, increasing the total issued share
capital of the Company to 520 million Ordinary Shares.
- Approximately 100 million New Shares previously announced
upsized to maximum remaining capacity under the 250 million Share
Issuance Programme due to substantial excess demand.
- Entire capacity under the Share Issuance Programme authority,
granted at the Company's extraordinary general meeting, held on 1
August 2018, now fully utilised.
- 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.
- Following receipt of the net proceeds and completion of the
potential acquisition, pro forma gearing is expected to be 44%
(currently 56%).
Rónán Murphy, Chairman of Greencoat Renewables, commented:
"We are delighted with the response from both existing and new
shareholders to the Placing. Due to demand substantially in excess
of 100 million shares, we have agreed to upsize the Placing to 140
million shares and conclude the Share Issuance Programme launched
in July 2018. The net proceeds of the Placing will enable us to
execute further value accretive acquisitions in our pipeline in
Ireland where we continue to see an exciting aggregation
opportunity in the secondary wind market"
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.
Ronan Murphy, who is a Director, has subscribed for 23,696
Placing Shares, so that following completion of the Placing, he
will hold 148,448 Ordinary Shares representing c.0.03% of the
enlarged issued Ordinary Share capital of the Company.
Emer Gilvarry, who is a Director, has subscribed for 9,478
Placing Shares, so that following completion of the Placing, she
will hold 58,983 Ordinary Shares, representing c.0.01% of the
enlarged issued Ordinary Share capital of the Company.
Kevin McNamara, who is a Director, has subscribed for 9,478
Placing Shares, so that following completion of the Placing, he
will hold 59,478 Ordinary Shares representing c.0.01% of the
enlarged issued Ordinary Share capital of the Company.
Bertrand Gautier, who is a Partner of the Investment Manager,
has subscribed for 18,957 Placing Shares, so that following
completion of the Placing, he will hold 68,957 Ordinary Shares,
representing c.0.01% of the enlarged issued Ordinary Share capital
of the Company.
Capitalised terms not defined in this Announcement shall have
the meaning given to them in the proposed placing announcement made
by the Company at 7.00 a.m. on 4 March 2019.
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
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).
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, and
it is overseen by a strong and experienced independent board.
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
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 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.
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.
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.
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.
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
ROIGMGMFMLZGLZZ
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March 20, 2019 03:00 ET (07:00 GMT)
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