Result of Initial Placing

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 €125 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 €125 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 €1.13 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:                                                               [phone]

Bertrand Gautier

Paul O'Donnell                       

Tom Rayner

Davy (Joint Bookrunner, Nomad and

Euronext Growth Adviser)                                                                  [phone]

Fergal Meegan

Ronan Veale

Barry Murphy

RBC (Joint Bookrunner)                                                                      [phone]

Matthew Coakes

Duncan Smith

Elizabeth Evans

FTI Consulting (Media Enquiries)                                                       [phone]

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 €5 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.

 

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