TIDMGRP
RNS Number : 4478P
Greencoat Renewables PLC
19 October 2021
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 OR JAPAN, ANY MEMBER STATE
OF THE EUROPEAN ECONOMIC AREA (OTHER THAN IRELAND, THE NETHERLANDS,
OR SWEDEN (TOGETHER "ELIGIBLE MEMBER STATES), AND THEN, ONLY TO
PERSONS IN ELIGIBLE MEMBER STATES WHO ARE NOT RETAIL INVESTORS),
THE UNITED KINGDOM (OTHER THAN TO PERSONS IN THE UNITED KINGDOM 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.
19 October 2021
Greencoat Renewables PLC
Result of Initial Placing
Greencoat Renewables PLC raises gross proceeds of EUR 165
million in oversubscribed Initial Placing
19 October 2021 | 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 4 October
2021.
Highlights of the Initial Placing:
- Gross proceeds of EUR 165 million in an oversubscribed placing;
- 148,648,649 Placing Shares will be issued (conditional on,
inter alia, shareholder approval at the EGM convened to be held on
28 October 2021), at the Placing Price of EUR1.11 per Placing
Share, increasing the total
issued share capital of the Company to 889,887,587 Ordinary Shares;
- The Placing Shares to be issued represent approximately 20 %
of the Company's existing issued Ordinary Share capital prior to
the Initial Placing;
- The Company has multiple attractive near-term investment
opportunities under consideration in both wind and solar assets in
Ireland and continental European markets with c.300MW under
exclusivity across a mix of operating and forward sale
opportunities located in Ireland, the Nordics and Spain, as well as
over 350MW of other pipeline opportunities; and
- Net proceeds will be used, in line with the Company's
strategy, to partly pay down the Company's Revolving Credit
Facility, which is currently drawn by EUR115 million, provide the
Company with the flexibility to execute on assets under
exclusivity, provide optionality around the assets at advanced
stages of negotiation, and meet obligations under committed forward
sale investments, all while maintaining gearing (currently 48 % and
falling to 37% on a pro forma basis fo llowing receipt of the net
proceeds of the I nitial P lacing ).
Rónán Murphy, Chairman of Greencoat Renewables, commented:
"I am pleased to announce another successful and oversubscribed
placing, and I thank shareholders for their ongoing strong support.
The company is well positioned in terms of pipeline, gearing and
headroom for acquisitions, and I am very optimistic about our
prospects for near and medium term growth across Europe."
The Initial Placing is conditional on, inter alia, shareholder
approval at the EGM to be held on 28 October 2021. The EGM will be
held at Davy House, 49 Dawson Street, Dublin 2, Ireland on 28
October 2021 at 10.00 a.m. Further details are set out in the
Circular which was posted to Shareholders on 4 October 2021 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 29 October 2021.
Rónán Murphy, who is a Director, has agreed to subscribe for
25,000 Placing Shares, so that following completion of the Initial
Placing, he will hold 217,694 Ordinary Shares representing c. 0.02
% of the enlarged issued Ordinary Share capital of the Company.
Kevin McNamara, who is a Director, has agreed to subscribe for
10,000 Placing Shares, so that following completion of the Initial
Placing, he will hold 78,327 Ordinary Shares, representing c. 0.01
% of the enlarged issued Ordinary Share capital of the Company.
Emer Gilvarry, who is a Director, has agreed to subscribe for
32,168 Placing Shares, so that following completion of the Initial
Placing, she will hold 100,000 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 4 October 2021 .
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 1 679 6363
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. Initially focused solely on
the acquisition and management of operating wind farms in Ireland,
the Company is now also investing in wind and solar assets in
certain other European countries with stable and robust renewable
energy frameworks. It is managed by Greencoat Capital LLP, an
experienced investment manager in the listed renewable energy
infrastructure sector.
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 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
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 any of their
respective affiliates in connection with the Company, the Placing
Shares or the Share Issuance Programme. The Joint Bookrunners 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 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.
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 the product governance
requirements contained within Chapter 3 of the FCA Handbook Product
Intervention and Product Governance Sourcebook (the "UK Product
Governance Requirements") and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the MiFID Product Governance
Requirements and UK 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 as defined in MiFID
II and Regulation (EU) NO 600/2014 as it forms part of United
Kingdom domestic law by virtue of the EUWA; (ii) eligible
counterparties, as defined in MiFID II and the FCA's Conduct of
Business Sourcebook ("COBS") and (iii) eligible for distribution
through all distribution channels as are permitted by MiFID II and
the UK Product Governance Requirements (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
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 COBS; 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.
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END
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October 19, 2021 02:00 ET (06:00 GMT)
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