TIDMGRP
RNS Number : 2759W
Greencoat Renewables PLC
10 December 2019
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, BY ANY
MEANS OR MEDIA, IN OR INTO OR FROM THE UNITED STATES (OR TO ANY US
PERSONS), CANADA, AUSTRALIA, NEW ZEALAND, JAPAN, OR THE REPUBLIC OF
SOUTH AFRICA, ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (OTHER
THAN IRELAND, THE UNITED KINGDOM, BELGIUM, FRANCE, GERMANY, THE
NETHERLANDS, 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.
10 December 2019
Greencoat Renewables PLC
Result of Initial Placing
Greencoat Renewables PLC raises gross proceeds of EUR125 million
in oversubscribed placing
10 December 2019 | Greencoat Renewables PLC ("Greencoat
Renewables" or the "Company"), the renewable infrastructure
company, invested in euro-denominated assets, is pleased to
announce the result of the Initial Placing launched on 21 November
2019.
Highlights of the Initial Placing:
- Gross proceeds of EUR125 million in a materially oversubscribed placing;
- 110,619,469 Placing Shares will be issued (conditional on
shareholder approval at the EGM to be held on 16 December 2019), at
the Placing Price of EUR1.13 per Placing Share, increasing the
total issued share capital of the Company to 630,619,469 Ordinary
Shares;
- The Placing Shares to be issued represent approximately 21% of
the Company's existing issued Ordinary Share capital prior to the
Initial Placing; and
- Net proceeds will be used, in line with the Company's
strategy, to refinance the Company's Revolving Credit Facility,
allowing the Company to make acquisitions whilst maintaining total
gearing (currently 48% and falling to 36% on a pro forma basis for
receipt of the net proceeds of the Initial Placing) within the
target range.
Rónán Murphy, Chairman of Greencoat Renewables, commented:
"I would like to take this opportunity to thank our shareholders
for their continued support. The oversubscribed placing
demonstrates their confidence in the business and will enable us to
deliver on our strategy. We look forward to completing the
fundraising at our EGM on 16th December and continuing to add value
for our shareholders through the acquisition of value-accretive
assets in Ireland and our target European countries."
The Initial Placing is conditional on, inter alia, shareholder
approval at the EGM to be held on 16 December 2019. The EGM will be
held at Davy House, 49 Dawson Street, Dublin 2, Ireland on 16
December 2019 at 10.00 a.m. Further details are set out in the
Circular which was sent to Shareholders on 21 November 2019 and is
available on the Company's website
http://www.greencoat-renewables.com/.
The Company will apply to Euronext Dublin and to the London
Stock Exchange for the Placing Shares to be admitted to trading on
Euronext Growth and AIM respectively. It is expected that
settlement of the Placing Shares will occur, Admission will become
effective and that dealings will commence in the Placing Shares at
8.00 a.m. on 17 December 2019.
Rónán Murphy, who is a Director, has subscribed for 22,123 New
Shares, so that following completion of the Initial Placing, he
will hold 170,571 Ordinary Shares representing c.0.03% of the
enlarged issued Ordinary Share capital of the Company.
Emer Gilvarry, who is a Director, has subscribed for 8,849 New
Shares, so that following completion of the Initial Placing, she
will hold 67,832 Ordinary Shares, representing c.0.01% of the
enlarged issued Ordinary Share capital of the Company.
Kevin McNamara, who is a Director, has subscribed for 8,849 New
Shares, so that following completion of the Initial Placing, he
will hold 68,327 Ordinary Shares, representing c.0.01% of the
enlarged issued Ordinary Share capital of the Company.
Bertrand Gautier, who is a Partner at the Investment Manager,
has subscribed for 8,849 New Shares, so that following completion
of the Initial Placing, he will hold 77,806 Ordinary Shares,
representing c.0.01% of the enlarged issued Ordinary Share capital
of the Company.
Capitalised terms not defined in this Announcement shall have
the meaning given to them in the announcement made by the Company
at 7.00 a.m. on 21 November 2019.
For further information on the Announcement, please contact:
Greencoat Renewables PLC: +44 20 7832 9400
Bertrand Gautier
Paul O'Donnell
Tom Rayner
Davy (Joint Bookrunner, Nomad and
Euronext Growth Adviser) +353 1 6796363
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
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.
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 and the information contained herein is not
for release, publication or distribution, directly or indirectly,
in whole or in part, in or into or from the United States, Canada,
Australia, New Zealand, Japan, the Republic of South Africa or any
other jurisdiction where to do so might constitute a violation of
the relevant laws or regulations of such jurisdiction.
The Placing Shares have not been and will not be registered
under the Securities Act or under the securities laws of any state
or other jurisdiction of the United States and may not be offered,
sold, resold or delivered, directly or indirectly, in or into the
United States absent registration except pursuant to an exemption
from or in a transaction not subject to the registration
requirements of the Securities Act.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Announcement should seek appropriate advice before taking
any action.
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.
Certain statements in this announcement are forward-looking
statements which are based on the Company's expectations,
intentions and projections regarding its future performance,
anticipated events or trends and other matters that are not
historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "intend", "estimate",
"expect" and words of similar meaning, include all matters that are
not historical facts. These forward-looking statements involve
risks, assumptions and uncertainties that could cause the actual
results of operations, financial condition, liquidity and dividend
policy and the development of the industries in which the Company's
businesses operate to differ materially from the impression created
by the forward-looking statements. These statements are not
guarantees of future performance and are subject to known and
unknown risks, uncertainties and other factors that could cause
actual results to differ materially from those expressed or implied
by such forward-looking statements. Given those risks and
uncertainties, prospective investors are cautioned not to place
undue reliance on forward-looking statements. Forward-looking
statements speak only as of the date of such statements and, except
as required by Euronext Dublin, the London Stock Exchange or
applicable law, the Company undertakes no obligation to update or
revise publicly any forward-looking statements, whether as a result
of new information, future events or otherwise.
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 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. The contents of this
Announcement are not to be construed as legal, business, financial
or tax advice. Each investor or prospective investor should consult
their own independent legal adviser, business adviser, financial
adviser or tax advisor for legal, business, financial or tax
advice. 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.
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 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 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 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 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.
The Placing Shares to be issued pursuant to the Initial Placing
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.
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.
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
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