Equity Capital Raise

RNS Number : 3374S

Greencoat UK Wind PLC

23 September 2014

 



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This announcement is an advertisement and not a prospectus. Investors should not purchase or subscribe for any transferable securities referred to in this announcement except on the basis of information in the prospectus (the "Prospectus") to be published by Greencoat UK Wind PLC (the "Company") in due course in connection with the proposed placing and offer for subscription (the "Issue") by the Company and the admission of its new shares (the "New Shares") to the premium segment of the Official List of the UK Listing Authority (the "Official List") and to trading on London Stock Exchange plc's main market for listed securities (the "London Stock Exchange"). A copy of the Prospectus will, following publication, be available from www.greencoat-ukwind.com. This announcement is not an offer to sell, or a solicitation of an offer to acquire, securities in the United States or in any other jurisdiction in which the same would be unlawful. 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.

Greencoat UK Wind Announces Proposed Equity Capital Raise

Greencoat UK Wind plc ("Greencoat UK Wind" or the "Company"), the leading UK premium listed renewable infrastructure fund invested solely in operational UK wind farms, today announces a proposed equity capital raise, in line with its stated strategy. The proposed target issue of £100 million will be used to refinance the Company's existing bank facility, which has been drawn down to fund Greencoat UK Wind's recent acquisitions.

Following its successful and substantially oversubscribed Initial Public Offering ("IPO") in March 2013, the Company has continued to deliver on its objective and strategy as set out in the Prospectus, which will be published shortly:

·      Paid a dividend equivalent to 6p per annum for 2013

·      Paid a dividend, increased in line with RPI, of 3.08p for the first half of 2014

·      Grown net asset value per ordinary share on a real basis (4.8% for the period since listing to 30 June 2014)

·     Acquired 145.0MW of additional wind generation assets bringing the Company's total generating capacity to 271.5MW and gross asset value to £582.9 million¹ across 16 wind farms

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¹ Investment Manager’s estimate as at 31 August 2014

At the same time, operational performance across the portfolio has been in line with management expectations.

Proposed Capital Raise

·      Proposed target capital raise of 93,457,944 new ordinary shares raising a targeted £100 million, by way of a proposed placing and offer for subscription (together, the "Issue") at an issue price of 107.0p per share

o  The closing share price as at 22 September 2014, being the last trading day prior to the announcement of the Company's intention to undertake the proposed fundraising, was 109.5p

o  The Company's unaudited NAV per share as at 30 June 2014 was 105.8p (102.7p ex-div)

·      The net proceeds from the Issue will be used to prepay the existing bank facility and for general corporate purposes

·      The Issue is not underwritten, and is conditional on, inter alia, shareholder approval at a general meeting of shareholders of the Company being convened for October 2014

·      RBC Europe Limited (trading as RBC Capital Markets) is acting as sole sponsor and bookrunner to the Company and Winterflood Securities Limited is lead manager to the Issue

Commenting on the announcement, Tim Ingram, non-executive Chairman of Greencoat UK Wind, said:

"In our first eighteen months since listing we have delivered on the opportunity we set out to investors; to pay a stable 6p dividend, increasing in line with inflation, and to grow the net asset value per ordinary share on a real basis. We have also reinvested nearly £19 million alongside acquisition debt facilities in ten new investments bringing our gross asset value to £582.9 million. 

"We have so far acquired 16 wind farms from five vendors. As planned, we believe our independence has been an important factor in enabling us to select assets which have enhanced returns and which we consider represent best value for shareholders.

"Looking at the market, we believe that the opportunities lying ahead for Greencoat UK Wind are very exciting. The asset pool is large and continues to be characterised by sellers looking to recycle capital into their development programmes. Greencoat UK Wind is very well placed to take advantage of this dynamic.

"This capital raise will pay down the acquisition facility allowing the Company to take advantage of these further value-accretive growth opportunities."

Key Greencoat UK Wind Highlights

·     UK Wind is the leading UK premium listed renewable infrastructure fund: fully invested solely in operating UK wind farms; currently invested in 16 assets, with net generating capacity of 271.5MW

·      IPO commitments delivered:since listing, Greencoat UK Wind has grown NAV per share on a real basis, paid three dividends (the latest for H1 2014 having increased with RPI to 3.08p) and added ten assets to the portfolio

·      Predictable and supportive regulation: the Company's portfolio benefits from strong UK Government regulatory support for operating renewable energy assets, including 'grandfathering' of the support regime for existing assets under the Energy Act 2013

·      Experienced management team & board:  an experienced team of senior professionals, overseen by a strong and experienced independent board with expertise across the wind and investment industries

·      A strong pipeline of future opportunities: Greencoat UK Wind is actively engaged in due diligence on a number of potential targets within the large £25 billion pool of operating UK wind farms

·      Advantageous structure:our independent model, with no leverage at the asset level, positions Greencoat UK Wind well as a partner to utility and other vendors

All references to times in this Announcement are to London times, unless otherwise stated.

Expected Timetable

2014

Placing opens	26 September
Offer for Subscription opens	29 September
Announcement of the Group's NAV as at 30 September 2014	21 October
Latest time and date for receipt of Forms of Proxy	9.30 a.m. on 22 October
Latest time and date for receipt of applications under the Offer for Subscription	1.00 p.m. on 23 October
General Meeting	9.30 a.m. on 24 October
Announcement of the results of the General Meeting	24 October
Latest time and date for receipt of commitments under the Placing	11.00 p.m. on 24 October
Announcement of the results of the Issue	24 October
Admission to the Official List and commencement of dealings on the London Stock Exchange	8.00 a.m. on 30 October
CREST accounts credited	30 October
Despatch of definitive share certificates (where applicable)	by 7 November

For further information, please contact:

Greencoat UK Wind	020 7832 9425
Stephen Lilley
Laurence Fumagalli
Tom Rayner
RBC Capital Markets (Sponsor and Bookrunner)	020 7653 4000
Dai Clement
Darrell Uden Lorna Shearin
Matthew Coakes
Duncan Smith
Winterflood Securities Ltd (Co-Lead Manager)	020 3100 0258
Joe Winkley Darren Willis
Tulchan Communications	020 7353 4200
Stephen Malthouse

Christian Cowley

Notes to Editors:

Greencoat UK Wind ("Greencoat UK Wind") is a premium listed renewable infrastructure fund solely invested in operating UK wind farms - the first of its kind - established to provide shareholders with a sustainable income stream. Greencoat UK Wind is currently invested in sixteen wind farms, both onshore and offshore, with net generating capacity of 271.5MW.

Given the nature of the Greencoat UK Wind's income streams, the board intends to increase the dividend (an annual 6.16p dividend for 2014 per ordinary share) in line with retail price index inflation. The company also aims to preserve capital on a real basis by reinvesting excess cashflow in additional operating UK wind farms and through prudent use of portfolio leverage.

Greencoat UK Wind is managed by an experienced team of senior executives from its alternative investment fund manager, Greencoat Capital LLP, the cleantech and renewables focused investment management firm, and overseen by a strong and experienced independent board.

Greencoat UK Wind is incorporated in England and Wales and is a UK Investment Trust.

For more information about Greencoat UK Wind, please visit http://www.greencoat-ukwind.com

Disclaimer

This announcement has been issued by and is the sole responsibility of Greencoat UK Wind plc (the "Company").

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. The material set forth herein is for information purposes only and is not intended, and should not be construed, as an offer of securities for sale in the United States or any other jurisdiction.

This announcement is an advertisement and not a prospectus and investors should not purchase any New Shares referred to in this announcement except on the basis of information in the prospectus (the "Prospectus") to be published by the Company in due course in connection with the admission (the "Admission") of the New Shares to the premium listing segment of the Official List and to trading on London Stock Exchange plc's main market for listed securities.

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), Australia, Canada, Japan, New Zealand or South Africa. 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 contain or constitute anoffer for sale of, or the solicitation of an offer or an invitation to buy or subscribe for, New Shares to any person in the United States, Australia, Canada, Japan, New Zealand or South Africa or in any jurisdiction to whom or in which such offer or solicitation is unlawful.

The Company has not been and will not be registered under the US Investment Company Act of1940, as amended. In addition, the New 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 of the United States and may not be offered or sold in the United States 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 New Shares referred to herein has not been and will not be registered under the Securities Act or under the applicable securities laws of any state, province or territory of Australia, Canada, Japan, New Zealand or South Africa. Subject to certain exceptions, the New Shares referred to herein may not be offered or sold in Australia, Canada, Japan, New Zealand or South Africa or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, Japan, New Zealand or South Africa. There will be no public offer of the New Shares in the United States, Australia, Canada, Japan, New Zealand or South Africa.

Each of the Company, Greencoat Capital LLP, RBC Europe Limited (trading as RBC Capital Markets) ("RBC"), Winterflood Securities Limited ("Winterflood") 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 New Shares in the proposed Issue should be made solely on the basis of the information contained in the final Prospectus to be issued by the Company in connection with the Issue 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 final Prospectus is published.

The Issue timetable including the date of Admission may be influenced by a range of circumstances such as market conditions. There is no guarantee that the Issue and the Admission will occur and you should not base your financial decisions on the Company's intentions in relation to the Issue and Admission at this stage. Acquiring New 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 Issue. The value of New Shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the Issue for the person concerned. Past performance or information in this announcement or any of the documents relating to the Issue cannot be relied upon as a guide to future performance.

RBC is authorised in the United Kingdom by the Prudential Regulation Authority (the "PRA") and authorised and regulated in the United Kingdom by the Financial Conduct Authority (the "FCA") and the PRA, and each of Greencoat Capital LLP and Winterflood is authorised and regulated in the United Kingdom by the FCA, and is acting exclusively for the Company and no-one else in connection with the Issue and Admission. They will not regard any other person as their respective clients in relation to the Issue 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 Issue and Admission, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

In connection with the Issue and the Admission, each of RBC and Winterflood and any of their respective affiliates, acting as investors for their own accounts, may purchase New Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such New Shares and other securities of the Company or related investments in connection with the Issue and the Admission or otherwise. Accordingly, references in the Prospectus, once published, to the New 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 either of RBC and Winterflood and any of their affiliates acting as investors for their own accounts. RBC and Winterflood 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 LLP, RBC and Winterflood and 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. None of the information contained in this announcement has been independently verified or approved by RBC and Winterflood or any of their respective affiliates.

The Company, Greencoat Capital LLP, RBC and Winterflood 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. In addition, from time to time, the Company or its representatives have made or may make forward-looking statements orally or in writing. Furthermore, such forward-looking statements may be included in, but are not limited to, press releases or oral statements made by or with the approval of an authorised executive officer of the Company.

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.

No statement in this announcement is intended as a profit forecast or a profit estimate and no statement in this announcement should be interpreted to mean that earnings per share for the current or future financial years would necessarily match or exceed the historical published earnings per share. Prices and values of, and income from, shares may go down as well as up and an investor may not get back the amount invested.

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.

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.

 

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