Results of Capital Raise

RNS Number : 2570V

Greencoat UK Wind PLC

24 October 2014

 



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, JAPAN, NEW ZEALAND OR SOUTH AFRICA

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") published by Greencoat UK Wind PLC (the "Company") on 26 September 2014 in connection with the proposed placing, offer for subscription and open offer (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 is 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. 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.

Results of Capital Raise

Greencoat UK Wind plc ("Greencoat UK Wind " or the "Company"), the listed renewable infrastructure fund invested solely in operational UK wind farms, today announces the result of its capital raise ("the Issue").

Highlights

·      Successful fund raise with Gross Issue Proceeds of £125 million

·      116,822,430 New Ordinary Shares, at an issue price of 107.0 pence per share, will be issued, increasing total Ordinary Shares to 460,715,847

·      In line with stated strategy, the proceeds will be used to pay down the acquisition debt facility, leaving total gearing of approximately 20%

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

"We are delighted with the strong support from existing shareholders and new institutions and pleased to be able to accommodate the additional demand which has taken the fund raise 25% over and above our £100m target. We believe this demonstrates the attractiveness of Greencoat UK Wind's independent model, providing investors with stability and growing long term returns. The proceeds will be used to pay down part of the existing bank debt, enabling the company to take advantage of further opportunities for value-accretive acquisitions as they arise."

Stephen Lilley, Partner of Greencoat Capital, said:

"Following another period of delivery, we are very pleased with the confidence shown by shareholders. Our current portfolio continues to perform well, reflecting the quality of our assets and our focus on driving performance. Looking forward, the market for buyers of wind assets remains attractive and we now have the capacity to make further acquisitions on a selective basis."

Summary of the Issue

·      Net proceeds from the Issue will be used to prepay amounts outstanding under the Acquisition Facility Agreement with any amounts not used for this purpose to be applied for general corporate purposes. The issue consists of:

o  Offer for Subscription: Applications under the Offer for Subscription amounted to 12,752,477 Shares

o  Placing: Applications under the Placing amounted to 104,069,953 Shares

·      Application will be made for the 116,822,430 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 Wednesday, 30 October 2014. 

Definitions used in the Prospectus apply to this announcement unless the context requires otherwise.

For further information, please contact:

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

Notes to Editors:

Greencoat UK Wind is a premium listed infrastructure fund solely invested in operating UK wind farms - the first of its kind - established to provide shareholders with a sustainable income stream. 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 UK Wind's income streams, the Board intends to increase the dividend (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") published by the Company on 26 September 2014 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 an offer 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 of 1940, 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, as amended (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 Issue should be made solely on the basis of the information contained in the final Prospectus 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 may be subject to updating, revision and amendment.

The date of Admission, may be influenced by a range of circumstances such as market conditions. There is no guarantee that 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 by the Prudential Regulation Authority (the "PRA") and regulated by the Financial Conduct Authority (the "FCA") and the PRA in the United Kingdom 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, 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 any 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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