TIDMUKW
RNS Number : 8252P
Greencoat UK Wind PLC
13 February 2019
13 February 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 THE UK, BELGIUM, THE REPUBLIC OF IRELAND, THE NETHERLANDS,
GERMANY OR SWEDEN, AND THEN, IN RESPECT OF RETAIL INVESTORS, ONLY
TO RETAIL INVESTORS IN THE UK) 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.
GREENCOAT UK WIND PLC
Result of Capital Raise
Greencoat UK Wind plc (the "Company" or "UKW"), the leading
listed renewable infrastructure fund, invested in operating UK wind
farms, today announces the result of the Placing as announced on 1
February 2019.
Highlights
-- Gross Issue Proceeds of GBP131 million
-- 102,946,483 New Ordinary Shares will be issued, increasing
total Ordinary Shares to 1,234,668,373
-- Net proceeds will be used to repay or reduce future draw
downs under the Company's revolving credit facility
Commenting on the announcement, Tim Ingram, Chairman of UKW,
said: "We are grateful for the continued support from our
shareholders, which has led to another oversubscribed equity
capital raise and is reflective of the strong demand for UKW's
attractive investment returns, proven track record and simple, low
risk model."
Following the receipt of Net Issue Proceeds and completion of
the Stronelairg and Dunmaglass acquisitions, UKW should have GBP794
million of outstanding debt (of which GBP400 million is long term
debt), which would be equal to approximately 34% of Gross Asset
Value.
Application for Admission
Application will be made for the 102,946,483 New Ordinary Shares
to be admitted to the Official List of the UK Listing Authority and
to trading on the London Stock Exchange's main market for listed
securities with effect from 8.00 a.m. on 27 February 2019, provided
shareholders vote in favour of the resolutions proposed at the
General Meeting.
Terms as defined in the Placing launch announcement on 1
February 2019 apply to this announcement unless the context
requires otherwise.
The AIFMD investor disclosures are available on the Company's
website.
For further information, please contact:
Greencoat UK Wind 020 7832 9425
Stephen Lilley
Laurence Fumagalli
Tom Rayner
RBC Capital Markets (Financial Adviser
and Bookrunner) 020 7653 4000
Darrell Uden
Duncan Smith
Matthew Coakes
Kepler Partners (Placing Agent) 020 3384 8796
Hugh van Cutsem
Media enquiries:
Headland 020 3805 4822
Stephen Malthouse
Rob Walker
Notes to Editors:
Greencoat UK Wind PLC is the leading listed renewable
infrastructure fund, which (upon completion of the acquisitions of
Stronelairg and Dunmaglass) will have invested in 34 operating UK
wind farms with net generating capacity of 950MW. The Company's aim
is to provide investors with an annual dividend that increases in
line with RPI inflation (6.94p for 2019) while preserving the
capital value of its investment portfolio in the long term on a
real basis through reinvestment of excess cash flow and the prudent
use of gearing.
UKW is managed by an experienced team at Greencoat Capital LLP,
a leading European renewable investment manager with over GBP3
billion of assets under management across a number of funds in wind
and solar infrastructure, and is overseen by a strong and
experienced independent board.
UKW is incorporated in England and Wales and is a UK Investment
Trust.
For more information about UKW, please visit
http://www.greencoat-ukwind.com.
For more information about Greencoat Capital LLP, please visit
http://www.greencoat-capital.com
IMPORTANT NOTICE
This announcement and the information contained herein is not
for release, publication or distribution, directly or indirectly,
in whole or in part, in or into or from the United States (or any
US Person), Canada, Australia, New Zealand, the Republic of South
Africa, Japan, any member state of the European Economic Area
(other than to professional investors in the UK, Belgium, the
Republic of Ireland, the Netherlands, Germany and Sweden) 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 (or from/to any US Person). Securities may not be
offered or sold in the United States (or from/to any US Person)
absent (i) registration under the Securities Act or (ii) an
available exemption from registration under the Securities Act. The
new ordinary 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 or any US Person 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 new ordinary shares is being made in the United States.
The Company and the Ordinary Shares are not and will not be
registered with the Swiss Financial Market Supervisory Authority
(FINMA). No Swiss representative and no Swiss paying agent have
been appointed. This announcement and/or any other offering
materials relating to the Company may be made available in
Switzerland solely to Regulated Qualified Investors. The Ordinary
Shares may not be publicly offered in Switzerland and will not be
listed on the SIX Swiss Exchange (SIX) or on any other stock
exchange or regulated trading facility in Switzerland. This
announcement has been prepared without regard to the disclosure
standards under Article 652a of the Swiss Code of Obligations or
the disclosure standards under Articles 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. Neither this announcement nor any 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.
This announcement does not constitute an offer to sell or issue
or a solicitation of an offer to buy or subscribe for new ordinary
shares in any jurisdiction including, without limitation, the
United States, Canada, Australia, New Zealand, the Republic of
South Africa, Japan, any member state of the European Economic Area
(other than to professional investors in the UK, Belgium, the
Republic of Ireland, the Netherlands, Germany and Sweden) 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, RBC or any of their
respective affiliates that would permit an offer of the new
ordinary shares or possession or distribution of this announcement
or any other publicity material relating to such new ordinary
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. Outside
of the United Kingdom, this announcement and any offer if made
subsequently is directed only at professional investors in the
following member states: Belgium, the Republic of Ireland, Germany,
the Netherlands and Sweden (together with the United Kingdom, the
"Eligible Member States"). The Investment Manager has not
registered a passport for marketing under the passporting programme
set out in the AIFMD in any other member state (each an "Ineligible
Member State"). This announcement may not be distributed in any
Ineligible Member State and no offers subsequent to it may be made
or accepted in any Ineligible Member State. The attention of all
prospective investors is drawn to disclosures required to be made
under the AIFMD which are set out on the Company's website
(including as set out in its most recent prospectus and annual
report and accounts), which will also set out (if applicable) any
periodic updates required under the rules in the FCA's Handbook
(FUND 3.2.5R and 3.2.6R).
This announcement is directed at and is only being distributed
to: (A) persons in member states of the European Economic Area who
are "qualified investors", as defined in article 2.1(e) of the
Prospective Directive (Directive 2003/71/EC) as amended, (B) if in
the United Kingdom, persons who (i) have professional experience in
matters relating to investments who fall within the definition of
"investment professionals" in article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 as
amended (the "FPO") or fall within the definition of "high net
worth companies, unincorporated associations etc" in article
49(2)(a) to (d) of the FPO and (ii) are "qualified investors" as
defined in section 86 of FSMA or (C) otherwise to persons to whom
it may otherwise lawfully be communicated (each, a "Relevant
Person"). No other person should act or rely on this announcement
and persons distributing this announcement must satisfy themselves
that it is lawful to do so. By accepting the terms of this
announcement, you represent and agree that you are a Relevant
Person.
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.
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 the FCA, 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.
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.
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 UKW and for no one else in
connection with the Placing and will not be responsible to anyone
other than UKW for providing the protections afforded to its
clients or for affording advice in relation to the Placing, or any
other matters referred to herein.
The new ordinary shares to be issued pursuant to the Placing
will not be admitted to trading on any stock exchange other than
the London Stock Exchange.
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 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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