Statement re Result of Fundraising

Statement re Result of Fundraising

Greencoat Renewables PLC

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, NEW ZEALAND OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

Greencoat Renewables PLC: Successful €270 million Fundraising

Dublin, 20 July 2017 | Greencoat Renewables PLC, the Irish based renewable energy company, is pleased to announce the expected admission of its ordinary shares through its initial offering.

• Following heavy demand during the book-building process, Greencoat Renewables has increased the issue to a total of €270 million, through the issue of 270 million ordinary shares, conditional on Admission, at an issue price of €1.00 per ordinary share.
• On admission, Greencoat Renewables will be the first renewable energy infrastructure company to list on the Irish Stock Exchange, and the first Euro denominated renewable infrastructure company to list on the London Stock Exchange.
• Admission is expected to occur and trading commence on 25 July 2017 on ESM, a market operated by the Irish Stock Exchange, and on AIM, a market operated by the London Stock Exchange, (TICKER: GRP). The Company's admission document will be available at www.greencoat-renewables.com from Admission.

Rónán Murphy, Non-Executive Chairman of Greencoat Renewables, said:

“We are delighted to announce Greencoat Renewables’ successful initial offering. The significant oversubscription means a total capital raise of €270 million, which underlines the strength of our investment case. We are very pleased to welcome our new institutional shareholders to the register alongside the Ireland Strategic Investment Fund and AIB.”

Bertrand Gautier, Partner of Greencoat Capital, the Investment Manager, said:

“The positive reaction from investors and success of the initial offering is testament to the opportunity that the Irish renewable energy market presents. The capital raised will allow the Company to pursue its investment policy and grow a Euro denominated renewable energy business of scale, focusing initially on the Irish onshore wind market.”

For further details contact:

Greencoat Capital LLP (Investment Manager)	Â	[phone]
Bertrand Gautier
Paul O’Donnell
Tom Rayner
		Â
Davy (Financial Adviser, Nominated Adviser, ESM Adviser and Joint Bookrunner) Fergal Meegan		[phone]
Ronan Veale
Barry Murphy
		Â
RBC Capital Markets (Joint Bookrunner)		[phone]
Matthew Coakes
Duncan Smith
Ema Betts
		Â
FTI Consulting (Investor Relations & Media)
Jonathan Neilan Melanie Farrell		[phone]
Sam Moore

Disclaimers

The contents of this announcement, which have been prepared by and are the sole responsibility of the Company, have been approved by Greencoat Capital, solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000 for the purpose of being directed in the United Kingdom at persons (i) who have professional experience in matters relating to investments and who are "investment professionals" and investment personnel of the same each within the meaning of the Article 19 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the “Order”); (ii) who are high net worth bodies corporate, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) of the Order; or (iii) to whom “non-mainstream pooled investments” (as defined in the UK Financial Conduct Authority’s (the “FCA”) Handbook (the “FCA Handbook”)) may be promoted in the UK.

The information in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness.

This announcement does not constitute an offering circular or prospectus in connection with an offering of securities of the Company. Investors must neither accept any offer for, nor acquire, nor subscribe for any securities to which this document refers, unless they do so on the basis of the information contained in the applicable admission document published or offering circular distributed by the Company. This announcement does not constitute an offer to sell, or the solicitation of an offer to buy or subscribe for, any securities and cannot be relied on for any investment contract or decision.

This announcement is an advertisement and not a prospectus or admission document and investors should not purchase or subscribe for any securities referred to in this announcement except on the basis of information in the Admission Document, expected to be published by the Company on 25 July 2017, in connection with the Admission of its Ordinary Shares to trading on AIM, a market operated by the London Stock Exchange plc and ESM, a market operated by the Irish Stock Exchange plc and related placing and issue of its Ordinary Shares (the “Placing”). A copy of the Admission Document will, following publication, be available from the Company’s website at www.greencoat-renewables.com. This announcement is not an offer to sell, or a solicitation of an offer to acquire or subscribe for securities in the United States or in any other jurisdiction. Neither this announcement nor any part of it shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia) (the “US”), Australia, Canada, the Republic of South Africa, New Zealand or Japan. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the US, Australia, Canada, the Republic of South Africa, New Zealand or Japan.

Within the EEA, this announcement is directed at and is only being distributed (A) to professional investors (as that term is defined in the Alternative Investment Fund Managers Directive (Directive 2011/61/EU) (“AIFMD”) domiciled or incorporated in Ireland, the United Kingdom, Belgium, France, Germany, the Netherlands, Spain and Sweden and (B) additionally in the United Kingdom to persons (i) who have professional experience in matters relating to investments and who are "investment professionals" and investment personnel of the same each within the meaning of the Article 19 of the Order; (ii) who are high net worth bodies corporate, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) of the Order; or (iii) to whom “non-mainstream pooled investments” (as defined in the FCA Handbook) may be promoted in the UK.Greencoat Capital has notified the FCA , having received approval from the FCA, of the marketing of the Ordinary Shares in Belgium, France, Germany, Ireland, the Netherlands, Spain, Sweden and the United Kingdom in accordance with the regime laid down in the AIFMD but has not sought regulatory clearance to market the shares in any other Member State of the European Union.

The Company will not be registered under the US Investment Company Act of 1940, as amended. In addition, the Ordinary Shares referred to herein have not been and will not be registered under the US Securities Act of 1933 (the “Securities Act”) or under the securities laws of any state or territory of the United States and may not be offered or sold in the US or to or for the account or benefit of US persons absent registration or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable State securities laws. The offer and sale of Ordinary Shares referred to herein has not been and will not be registered under the applicable securities laws of any state, province or territory of Australia, Canada, the Republic of South Africa, New Zealand or Japan. The Ordinary Shares referred to herein may not be offered or sold in Australia, Canada, the Republic of South Africa, New Zealand or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, South Africa or Japan. There will be no public offer of the Ordinary Shares in any country, including the UK, Ireland, the United States, Australia, Canada, the Republic of South Africa, New Zealand or Japan.

Each of the Company, Greencoat Capital, J&E Davy (“Davy”), RBC Europe Limited (trading as RBC Capital Markets) (“RBC”) and their respective affiliates expressly disclaim any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise.

Any purchase of Ordinary Shares in the Placing should be made solely on the basis of the information contained in the final Admission Document to be issued by the Company in connection with the Placing and Admission. No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information contained in this announcement is given at the date of its publication (unless otherwise marked) and is subject to updating, revision and amendment when the definitive Admission Document is published. In particular, the proposals referred to herein are tentative and are subject to verification, material updating, revision and amendment.

The date of Placing and Admission, may be influenced by a range of circumstances such as market conditions. There is no guarantee that the Placing and Admission will occur and you should not base your financial decisions on the Company's intentions in relation to the Placing and Admission at this stage. Acquiring Ordinary Shares to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering making such an investment should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the Placing. The value of Ordinary Shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the Placing for the person concerned. Past performance or information in this announcement or any of the documents relating to the Placing and/or Admission cannot be relied upon as a guide to future performance.

Each of Greencoat Capital and RBC is authorised and regulated in the United Kingdom by the FCA, and Davy is authorised and regulated in Ireland by the Central Bank of Ireland, and each is acting exclusively for the Company and no-one else in connection with the Placing and Admission. They will not regard any other person as their respective clients in relation to the Placing and Admission and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the Placing, Admission, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

In connection with the Placing and the Admission, each of Davy and RBC and any of their respective affiliates, acting as investors for their own accounts, may purchase Ordinary Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Ordinary Shares and other securities of the Company or related investments in connection with the Placing or Admission or otherwise. Accordingly, references in the Admission Document, once published, to the Ordinary Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by any of Davy and RBC and any of their affiliates acting as investors for their own accounts. Davy and RBC do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

None of the Company, Greencoat Capital, Davy or RBC or any of their respective affiliates accepts any responsibility or liability whatsoever for/or makes any representation or warranty, express or implied, as to this announcement, including the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith. The Company, Greencoat Capital, Davy and RBC and their respective affiliates accordingly disclaim all and any liability whether arising in tort, contract or otherwise which they might otherwise have in respect of this announcement or its contents or otherwise arising in connection therewith.

This announcement may include statements that are, or may be deemed to be, “forward-looking statements”. These forward-looking statements involve known and unknown risks and uncertainties, many of which are beyond the Company's control and all of which are based on the Company's board of directors’ current beliefs and expectations about future events. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms “believes”, “estimates”, “plans”, “projects”, “anticipates”, “expects”, “intends”, “may”, “will” or “should” or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the Company's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's business, the results of operations, financial condition prospects, growth and dividend policy of the Company and the industry in which it operates. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance.

These forward-looking statements and other statements contained in this announcement regarding matters that are not historical facts involve predictions. No assurance can be given that such future results will be achieved; actual events or results may differ materially as a result of risks and uncertainties facing the Company. Such risks and uncertainties could cause actual results to vary materially from the future results indicated, expressed or implied in such forward-looking statements. Forward looking statements speak only as of the date of this announcement.

Certain figures contained in this announcement, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this document may not conform exactly with the total figure given.

View source version on businesswire.com: http://www.businesswire.com/news/home/20170719006419/en/