TIDMGRP
RNS Number : 1326U
Greencoat Renewables PLC
21 November 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, 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.
21 November 2019
Greencoat Renewables PLC Launches 12 month
350 million Share Issuance Programme
Launch of Initial Placing of approximately EUR100 million to
finance continued attractive M&A opportunities
Notice of EGM to Approve Share Issuance Programme
21 November 2019 | Greencoat Renewables PLC ("Greencoat
Renewables" or "the Company"), the renewable infrastructure
company, invested in euro-denominated assets, is pleased to
announce a 12 month Share Issuance Programme of up to 350 million
New Shares in the capital of the Company in a number of tranches,
to provide the Company with greater financial capacity to continue
to take advantage of an active secondary market for wind assets in
Ireland and to pursue identified opportunities in targeted European
markets.
The Company intends to issue approximately 88 million Placing
Shares at a price of EUR1.13 per Placing Share pursuant to the
first tranche of the Share Issuance Programme, being the
Initial Placing, which is being launched today.
The Placing 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 Initial Placing will
be used to refinance the Company's Revolving Credit Facility,
allowing the Company to make acquisitions while maintaining total
gearing (currently 47%) within the target range.
The 12-month Share Issuance Programme will, the Board believes,
provide the Company with the financial flexibility to raise further
equity as value-accretive investment opportunities continue to
arise and enable the Company to deliver effectively on its stated
strategy.
The secondary wind market remains very active, and the Company
is currently considering over EUR500m of asset sale processes in
Ireland and targeted European markets.
Implementation of the Share Issuance Programme requires the
approval of the Company's shareholders at the Extraordinary General
Meeting (EGM) to be held on 16 December 2019. The Board believes
that the Share Issuance Programme is in the best interests of
shareholders as a whole and unanimously recommends that
Shareholders vote in favour of the resolutions in respect of the
Share Issuance Programme and related matters at the EGM. The
Directors intend to vote in favour of the resolutions in respect of
their own beneficial holdings of Ordinary Shares which amount in
aggregate to 266,909 Ordinary Shares, constituting 0.05% of the
issued Ordinary Share capital.
Ronan Murphy, Non-Executive Chairman of Greencoat Renewables,
said:
"The secondary wind market in Ireland continues to offer
considerable value for Greencoat Renewables. We are very pleased
with the progress made, both in acquiring value-accretive
generational capacity from a wide range of sellers, and in
operating those assets effectively. The pipeline for further
acquisitions in Ireland remains strong, and we are evaluating
attractive opportunities elsewhere in Europe. We thank our
shareholders for their continued support."
Background to, and Reasons for, the Share Issuance Programme
Delivery of Strategy
Greencoat Renewables listed in July of 2017, raising gross
proceeds of EUR270 million, and subsequently raised a total of
EUR258.7 million. Total capital raised to date from shareholders is
EUR528.7 million.
Since listing, the Company has delivered on its stated
strategy:
-- Paid a pro rata 6 cent annual dividend for the period
following listing in 2017, and announced a 6.03 cent target
dividend for the 2019 full year having declared total dividends of
4.5225 cent with respect to the period to 30 September 2019;
-- Increased GAV from EUR332.4 million at 30 September 2017 to
EUR984.3 million at 30 September 2019;
-- Increased NAV from 98 cents per share at IPO to 103.5 cents per share in 30 September 2019;
-- In 2017 and 2018, the Company completed investments in 10
wind generation assets in addition to the two initial seed assets,
increasing net installed capacity from 137MW to 384MW as at 31
December 2018;
-- Year-to-date in 2019, there have been 3 additional
investments in wind generation assets, acquiring a further stake in
Cloosh Valley Wind Farm in March 2019, Gortahile Wind Farm in
September 2019 and Killala Wind Farm in November 2019, bringing net
generation capacity to 448MW;
-- Put in place a Revolving Credit Facility to refinance seed
portfolio project finance debt and fund subsequent acquisitions;
and
-- Maintained operational performance of the portfolio in line with management expectations.
Irish Market Background
Ireland remains an attractive location for investment in wind
assets, with a reliable wind resource and robust regulatory regime
underpinned by REFIT 2 and the forthcoming replacement announced
for 2020 RESS. The estimated renewable capacity for onshore wind in
Ireland is expected to increase from 4.5GW in 2020 to 8.2GW in 2030
according to Ireland's Climate Action Plan.
Strength of Acquisition Pipeline
The Company has an attractive pipeline of opportunities to
acquire wind farms in Ireland and continues to evaluate investment
opportunities in other targeted EU jurisdictions and wants to
ensure that it is in a position to capitalise on these
opportunities as and when they become available. The Company is
therefore proposing the Share Issuance Programme under which it
will be able to issue New Shares. The proceeds of which will be
used to refinance the Company's Revolving Credit Facility, allowing
the Company to take advantage of such investment opportunities as
they arise.
The Irish secondary market for wind assets remains very active,
with over 4.3GW of assets on schedule to be operational by 2020.
Through its expertise and established relationships, Greencoat
Renewables is very well placed to transact across the market having
acquired 12 windfarms since Admission and having acquired a
portfolio of 451MW.
The Company is building a pipeline of opportunities in target
European markets (specifically Belgium, Finland, France, Germany
and the Netherlands) which provide an opportunity for further
geographic diversification in the short and medium term.
Benefits of the Share Issuance Programme
The Directors believe that the Share Issuance Programme will
confer the following benefits for Shareholders and the Company:
(i) allows the Company to repay part of its borrowings under its
existing Revolving Credit Facility, enabling it to take advantage
of the pipeline of opportunities presently under consideration;
(ii) the phased issuance of equity will allow the Company to
manage its leverage and ensure that it is appropriate, based on the
portfolio at the time; and
(iii) receiving approval from Shareholders for the full issuance
of New Shares under the Share Issuance Programme will allow the
Company to raise further tranches of equity more quickly and
cost-efficiently within the 12-month authorisation period.
NAV per Share Accretive
The Placing Price represents a discount of 7.0% to the closing
price per Ordinary Share of EUR1.215 on Euronext Dublin and 6.6% to
the closing price per Ordinary Share of EUR1.21 on the London Stock
Exchange on 20 November 2019. The Placing Price represents a
premium of 9.2% to the last reported NAV of 103.5 cent per Ordinary
Share as at 30 September 2019.
Proposed Share Issuance Programme
Under the Share Issuance Programme, Greencoat Renewables intends
to, subject to shareholder approval, issue up to 350 million New
Shares.
-- The Share Issuance Programme is being implemented to raise
additional capital over a 12-month period to provide the Company
with greater financial capacity to take advantage of the strong
pipeline of opportunities available to the Company.
-- As part of the Share Issuance Programme, subject to
Shareholder approval, the Company will issue approximately 88
million Placing Shares pursuant to the Initial Placing at a Placing
Price of EUR1.13 per Placing Share (ex-Q3 Dividend). The final size
of the Initial Placing is expected to be announced on, or around,
10 December 2019 and may vary from the number detailed in this
Announcement.
-- The net proceeds from the Initial Placing will be used to
refinance the Company's Revolving Credit Facility, allowing the
Company to make acquisitions whilst maintaining total gearing
(currently 47%) within the target range.
-- New Shares may be allotted and issued under the Share
Issuance Programme for a period of 12 months commencing on the date
of passing of the resolutions at the EGM (or any earlier date on
which the Share Issuance Programme is fully subscribed or that the
Board, in its sole discretion, determines).
-- The Company may, at its discretion, agree to or stipulate
additional conditions to any subsequent placings. If any of these
conditions are not met, the issue of the relevant tranche of New
Shares pursuant to the Share Issuance Programme will not
proceed.
Notice of EGM
-- The Initial Placing and Share Issuance Programme are not
underwritten, and are conditional on, inter alia, Shareholder
approval of the Placing Resolutions at the EGM to be held on 16
December 2019.
-- A Circular setting out full details of the proposals to be
considered at the EGM in respect of the Share Issuance Programme
and related matters, and which includes a notice of the EGM, is
being dispatched to Shareholders today.
-- The EGM will be held at Davy House, 49 Dawson Street, Dublin
2, Ireland on 16 December 2019 at 10.00 a.m.
-- An electronic copy of the Circular will shortly be available
on the Company's website http://www.greencoat-renewables.com/.
Details of the Initial Placing
-- The Initial Placing is being conducted, subject to the
satisfaction of certain conditions set out in the Appendix to this
Announcement (which forms part of this Announcement) through a
non-pre-emptive institutional placing which will be launched
immediately following this Announcement and will be made available
to Placees.
-- J&E Davy (trading as Davy) and RBC Europe Limited
(trading as RBC Capital Markets) are acting as Joint Bookrunners
and Commerzbank AG is acting as Co-Lead Manager in respect of the
Initial Placing.
-- Davy and RBC Capital Markets, being the Joint Bookrunners,
will today commence the Bookbuild process in respect of the Initial
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 Initial Placing.
-- Assuming 88 million New Shares are issued pursuant to the
Initial Placing, the Company shall have authority, until 15
December 2020, to issue up to a further 262 million New Shares
under the Share Issuance Programme.
-- All Placees who participate in the Initial 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 Initial Placing, expected at 12 noon
on 9 December 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 Q4 dividend) and other distributions declared, made
or paid after the date of issue. The Company currently has 520
million Ordinary Shares in issue.
-- The Appendix to this Announcement (which forms part of the
Announcement) sets out the terms and conditions of the Initial
Placing.
Ronan Murphy, who is a Director, intends to participate in the
Initial Placing by subscribing for approximately EUR25,000 worth of
New Shares, so that following completion of the Initial Placing, he
will hold c.170,571 Ordinary Shares, representing c.0.03% of the
enlarged issued Ordinary Share capital of the Company (assuming 88
million New Shares are issued pursuant to the Initial Placing).
Emer Gilvarry, who is a Director, intends to participate in the
Initial Placing by subscribing for approximately EUR10,000 worth of
New Shares, so that following completion of the Initial Placing,
she will hold c.67,832 Ordinary Shares, representing c.0.01% of the
enlarged issued Ordinary Share capital of the Company (assuming 88
million New Shares are issued pursuant to the Initial Placing).
Kevin McNamara, who is a Director, intends to participate in the
Initial Placing by subscribing for approximately EUR10,000 worth of
New Shares, so that following completion of the Initial Placing, he
will hold c.68,327 Ordinary Shares, representing c.0.01% of the
enlarged issued Ordinary Share capital of the Company (assuming 88
million New Shares are issued pursuant to the Initial Placing).
Bertrand Gautier, who is a Partner at the Investment Manager,
intends to participate in the Initial Placing by subscribing for
approximately EUR10,000 worth of New Shares, so that following
completion of the Initial Placing, he will hold c.77,806 Ordinary
Shares, representing c.0.01% of the enlarged issued Ordinary Share
capital of the Company (assuming 88 million New Shares are issued
pursuant to the Initial 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
Applications for Admission to Trading
The Company will apply to Euronext Dublin and to the London
Stock Exchange for the Initial 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 17 December 2019. The Initial 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 Initial
Placing.
By choosing to participate in the Initial 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.
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
Elizabeth Evans
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. Governed by a strong and
experienced independent board, it is focused on the acquisition and
management of operating wind farms in Ireland. It is managed by an
experienced team at Greencoat Capital LLP, a leading European
renewable investment manager with over EUR5 billion of assets under
management across a number of funds in wind, solar and bioenergy
infrastructure.
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 to any US person), Australia, the Republic of
South Africa, Canada, New Zealand, Japan 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, Australia, the Republic of South Africa, Canada, New
Zealand, Japan 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, 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
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(e) of
the Prospectus Regulation (EU) 2017/1129, (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 as defined in
Article 10(3)(a) and (b) of the Swiss Collective Investment Scheme
Act of 23 June 2006, as amended. 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 Initial 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
Initial 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 Initial 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
Initial 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 Initial 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 Initial 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 Initial Placing
and/or any other matter referred to in this Announcement.
In connection with the Initial 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 Initial 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 Initial 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 Initial
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 Initial 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;
"Board" means the board of Directors or a duly constituted
committee thereof;
"Bookbuild" means a bookbuilding process in respect of the
Initial Placing;
"Circular" means a circular setting out full details of the
proposals to be considered at the EGM in respect of the Share
Issuance Programme and related matters, including the notice of
EGM;
"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;
"EGM" means the extraordinary general meeting of the Company to
consider the Share Issuance Programme, the Initial Placing and
related matters, convened for 10.00 a.m. on 16 December 2019 or any
adjournment thereof, notice of which is set out in the
Circular;
"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);
"Initial Placing" means the placing of the Placing Shares
pursuant to the first tranche of the Share Issuance Programme;
"Investment Manager" means Greencoat Capital LLP;
"Joint Bookrunners" and each a "Joint Bookrunner" means Davy and
RBC;
"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 Initial 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 Agreement" means the placing agreement between the
Company, the Investment Manager, the Joint Bookrunners, and the
Co-Lead Manager dated 21 November 2019;
"Placing Price" means EUR1.13 per Placing Share;
"Placing Resolutions" means resolution 1 and 2 to be proposed at
the EGM, as set out in Part III of the Circular;
"Placing Shares" means approximately 88 million New Shares that
the Company is seeking to issue in the Initial Placing;
"Prohibited Jurisdiction" means any jurisdiction including,
without limitation, The United States, Australia, the Republic of
South Africa, Canada, New Zealand, Japan or any other jurisdiction
in which an offer or solicitation of New Shares is or may be
unlawful;
"Q3 Dividend" means the 1.5075 cent per Ordinary Share dividend
payable by the Company with respect to the quarter ended 30
September 2019;
"Q4 Dividend" means the dividend to be paid by the Company in
respect of the quarter ending 31 December 2019
"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 to
be approved by the Company's shareholders at the EGM on 16 December
2019 to issue up to 350 million new Ordinary Shares over a number
of tranches;
"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 INTIAL PLACING
IMPORTANT INFORMATION FOR PLACEES ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
INITIAL 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 AND SWEDEN (TOGETHER, THE "ELIGIBLE MEMBER
STATES") WHO ARE "PROFESSIONAL INVESTORS" FOR THE PURPOSES OF
DIRECTIVE 2011/61/EU AS AMED (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 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.
This Announcement and the information contained herein are not
for publication or distribution, directly or indirectly, to persons
in a Prohibited Jurisdiction unless permitted pursuant to an
exemption under the relevant local law or regulation in any such
jurisdiction. No action has been taken by Greencoat Renewables PLC
(the "Company"), the Joint 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 Initial 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
Initial 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 Initial 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 Initial
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 Initial 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 FCA
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
Initial 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 Initial Placing and/or any other matter
referred to in this Announcement.
By participating in the Initial Placing, each person who is
invited to and who chooses to participate in the Initial 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
"Initial 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 (but excluding for the avoidance of
doubt, the Q3 Dividend) 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.
Completion of the Initial Placing is conditional, inter alia,
upon the passing of the Resolutions set out in the Circular.
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 17 December 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 Initial Placing by Placees. This
announcement gives details of the terms and conditions of, and the
mechanics of participation in, the Initial Placing.
Participation in, and principal terms of, the Bookbuilding
Process
Participation in the Initial 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 9 December 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 Initial 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 Initial Placing. The acceptance of
offers shall be at the absolute discretion of the Joint Bookrunners
and the Company. The Joint Bookrunners shall be entitled to affect
the Initial 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 Initial 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 Initial 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 Initial
Placing".
Conditions of the Initial Placing
The Initial 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;
3. the Resolutions having been duly passed at the EGM; and
4. Admission occurring not later than 8.00 a.m. (Dublin/London
time) on 17 December 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 24 December 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 Initial 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, or any of their respective Affiliates shall have
any liability to any Placee (or to any other person whether acting
on behalf of a Placee or otherwise) in respect of any decision it
may make as to whether or not to waive or to extend the time and/or
date for the satisfaction of any condition in the Placing Agreement
or in respect of the Initial Placing generally.
By participating in the Initial 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 Initial 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 Initial Placing or dealings in Placing Shares in the
secondary market.
By participating in the Initial 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 Initial 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 Initial Placing and no such prospectus or
admission document is required (in accordance with Regulation
2017/1129 (the "Prospectus Regulation") or the AIM Rules and
Euronext Growth Rules respectively) to be published and Placees'
commitments will be made solely on the basis of the information
contained in this Announcement and any information previously
published by or on behalf of the Company by notification to a
Regulatory Information Service. Each Placee, by accepting a
participation in the Initial 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 Initial 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 Initial 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
Initial 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 Initial 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 Initial 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 10 December 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 17 December 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 or the Company shall be responsible for the payment
thereof. Placees will not be entitled to receive any fee or
commission in connection with the Initial Placing.
Representations and Warranties
By participating in the Initial 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 Initial 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 Initial 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 Initial 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 Initial 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; nor 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 Initial 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 Initial
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 Initial 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 Initial 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
Initial 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 Initial
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, New
Zealand, Japan, 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, New Zealand, Japan
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
Initial Placing (including any electronic copies thereof), in or
into the United States, Australia, the Republic of South Africa,
Canada, New Zealand, Japan 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 5(1) of the
Prospectus Regulation, the Placing Shares purchased by it in the
Initial 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 other than to persons (i) who are: "qualified
investors" as defined in Article 2(e) of the Prospectus Regulation
or who otherwise fall within Article 1(4)(a) to (d) of the
Prospectus Regulation (and which circumstances do not result in any
requirement for the publication of a prospectus pursuant to Article
3 of the Prospectus Regulation) and in each case (ii) who, if they
are in Ireland, the United Kingdom, Belgium, France, Germany, the
Netherlands or Sweden are also professional investors for the
purposes of the 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, the 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
Initial 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 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(e) of the Prospectus
Regulation;
23. represents and warrants that it is not located in an
Ineligible Member State and, if it is located in Ireland, the
United Kingdom, Belgium, France, Germany, the Netherlands 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 Initial 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 Initial 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
Initial 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 relevant Joint
Bookrunner's money or the Co-Lead Manager's money as applicable in
accordance with the client money rules and will be used by the
relevant Joint Bookrunner or the Co-Lead Manager, as applicable, in
the course of its business; and the Placee will rank only as a
general creditor of the relevant Joint Bookrunner 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 Initial Placing;
37. acknowledges and understands that the Placing Shares shall
not qualify for the Q3 Dividend;
38. 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
39. 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 Initial 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 Initial 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 their 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
Initial 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 Initial 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 United Kingdom by them or any other
person on the acquisition by them of any Placing Shares or the
agreement by them to acquire any Placing Shares.
All times and dates in this Announcement may be subject to
amendment. The Joint 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 a 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 a Placee
acknowledges and agrees that the Joint Bookrunners, the 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 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
IOEFBLLLKFFLFBK
(END) Dow Jones Newswires
November 21, 2019 02:00 ET (07:00 GMT)
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