Result of Placing

RNS Number : 3691T

Greencoat Renewables PLC

20 March 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, SPAIN 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.

20 March 2019

Greencoat Renewables PLC

Result of Placing

Greencoat Renewables raises gross proceeds of €147.7 million in

 oversubscribed Placing

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 Placing launched on 4 March 2019.

Highlights of the Placing:

-       Gross proceeds of €147.7 million raised via the Placing.

-      140 million Placing Shares will be issued at the Placing Price of €1.055 per Placing Share, increasing the total issued share capital of the Company to 520 million Ordinary Shares.

-     Approximately 100 million New Shares previously announced upsized to maximum remaining capacity under the 250 million Share Issuance Programme due to substantial excess demand.

-    Entire capacity under the Share Issuance Programme authority, granted at the Company's extraordinary    general meeting, held on 1 August 2018, now fully utilised.

-     In line with strategy, the proceeds of the Placing will be used to pay down the Company's existing Revolving Credit Facility, freeing up capital to take advantage of further value accretive acquisition opportunities in Ireland.

-      The secondary wind market in Ireland remains very active, with the company involved in a number of attractive processes totalling more than 250MW in aggregate capacity. This includes the potential acquisition of a high-quality operating asset already under exclusivity, with a headline enterprise value of €76m and an expected close at the end of March 2019.

-      Following receipt of the net proceeds and completion of the potential acquisition, pro forma gearing is expected to be 44% (currently 56%).

Rónán Murphy, Chairman of Greencoat Renewables, commented:

"We are delighted with the response from both existing and new shareholders to the Placing. Due to demand substantially in excess of 100 million shares, we have agreed to upsize the Placing to 140 million shares and conclude the Share Issuance Programme launched in July 2018.  The net proceeds of the Placing will enable us to execute further value accretive acquisitions in our pipeline in Ireland where we continue to see an exciting aggregation opportunity in the secondary wind market"

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 22 March 2019.

Ronan Murphy, who is a Director, has subscribed for 23,696 Placing Shares, so that following completion of the Placing, he will hold 148,448 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 9,478 Placing Shares, so that following completion of the Placing, she will hold 58,983 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 9,478 Placing Shares, so that following completion of the Placing, he will hold 59,478 Ordinary Shares representing c.0.01% of the enlarged issued Ordinary Share capital of the Company.

Bertrand Gautier, who is a Partner of the Investment Manager, has subscribed for 18,957 Placing Shares, so that following completion of the Placing, he will hold 68,957 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 proposed placing announcement made by the Company at 7.00 a.m. on 4 March 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 Advisor)       [phone]

Fergal Meegan

Ronan Veale

Barry Murphy

RBC (Joint Bookrunner)                                                                     [phone]

Matthew Coakes

Duncan Smith

Jonathan Hardy

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 (including as set out in its most recent annual report and accounts).

About Greencoat Renewables PLC

Greencoat Renewables PLC is an investor in euro-denominated renewable energy infrastructure assets and is focused on the acquisition and management of operating wind farms in Ireland. It is managed by Greencoat Capital LLP, an experienced investment manager in the listed renewable energy infrastructure sector, and it is overseen by a strong and experienced independent board.

Greencoat Capital LLP is a leading European renewable investment manager of €4bn of assets under management across a number of funds in wind and solar infrastructure and private equity

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 (or any US Person), 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 or any US Person 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.

The Placing Shares to be issued pursuant to the Placing and the Share Issuance Programme 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.

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.

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 Share Issuance Programme and the 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 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 the Share Issuance Programme and the 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 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 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 Placing and/or any other matter referred to in this Announcement.

In connection with the Placing, each of the Joint Bookrunners and the Co-Lead Manager and any of their respective affiliates, acting as investors for their own accounts, may purchase Placing Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Placing Shares and other securities of the Company or related investments in connection with the Placing 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 investment decision to buy Placing Shares in the Placing must be made solely on the basis of publicly available information, which has not been independently verified by the Joint Bookrunners or the Co-Lead Manager.

This Announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's current expectations and projections about future events and the Company's future financial condition and performance. These statements, which sometimes use words such as "aim", "anticipate", "believe", "may", "will", "should", "intend", "plan", "assume", "estimate", "expect" (or the negative thereof) and words of similar meaning, reflect the directors' current beliefs and expectations and involve known and unknown risks, uncertainties and assumptions, many of which are outside the Company's control and difficult to predict, that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. Statements contained in this Announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in this Announcement speaks only as of the date of this Announcement and is subject to change without notice and the Company does not assume any responsibility or obligation to, and does not intend to, update or revise publicly or review any of the information contained herein, whether as a result of new information, future events or otherwise, except to the extent required by Euronext Dublin, the London Stock Exchange, the Central Bank of Ireland, the FCA or by applicable law. No statement in this Announcement is or is intended to be a profit forecast or profit estimate or to imply that the earnings of the Company for the current or future financial years will necessarily match or exceed the historical or published earnings of the Company.

This Announcement does not constitute a recommendation concerning any investor's options with respect to the Placing. The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no 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 his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

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 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.

 

END

 

 

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