Admission to Trading and PDMR Shareholdings
27 March 2013
NOT FOR RELEASE, 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, THE REPUBLIC OF SOUTH AFRICA OR JAPAN.
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 on 19 February 2013 in connection with the initial public offering and the admission of its ordinary shares (the "Ordinary 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.
GREENCOAT UK WIND PLC
Admission to Trading on the London Stock Exchange and Persons Discharging Managerial Responsibilities Shareholdings
Further to its announcement on 22 March 2013, Greencoat UK Wind PLC (the "Company") announces that 260,000,100 Ordinary Shares in the Company will today be admitted to the premium listing segment of the Official List of the UK Listing Authority and to trading on the London Stock Exchange's main market for listed securities under the ticker UKW with an ISIN of GB00B8SC6K54.
Shares will be credited to CREST accounts and despatch of definitive share certificates (where applicable) is expected on or around 5 April 2013.
On Admission, the beneficial interests of Directors in the issued share capital of the Company will be as follows:
|
Directors |
Number of ordinary shares |
% of issued share capital |
|
Tim Ingram |
100,000 |
0.038 |
|
Shonaid Jemmett-Page |
11,200 |
0.004 |
|
Mr Stephen Jemmett-Page* |
11,200 |
0.004 |
|
William Rickett |
5,000 |
0.002 |
*Spouse of Shonaid Jemmett-Page
On Admission, the beneficial interests of the members and employees of the Investment Manager in the issued share capital of the Company will be as follows:
|
Members and Employees of the Investment Manager |
Number of ordinary shares |
% of issued share capital |
|
Greencoat Capital LLP |
100 |
0.00004 |
|
Richard Nourse |
150,000 |
0.058 |
|
Bertrand Gautier |
150,000 |
0.058 |
|
Robert Schrimpff |
25,000 |
0.009 |
|
Stephen Lilley |
11,250 |
0.004 |
|
Mrs Diane Lilley* |
64,150 |
0.025 |
|
Mrs Gemma Mary Louise Fumagalli** |
75,000 |
0.029 |
*Spouse of Stephen Lilley
**Spouse of Laurence Fumagalli
For further information, please contact:
Greencoat Capital LLP 020 7832 9425
Stephen Lilley
Laurence Fumagalli
Richard Nourse
Tom Rayner
Tulchan Communications 020 7353 4200
Stephen Malthouse
David Shriver
Further information on the Company can be found on its Investment Manager's website at http://www.greencoat-ukwind.com
Disclaimer
The contents of this announcement, which have been prepared by and are the sole responsibility of Greencoat UK Wind PLC ("Greencoat UK Wind" or the "Company"), have been approved by Greencoat Capital LLP ("Greencoat Capital" or the "Investment Manager"), solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000 ("FSMA").
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 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, South Africa 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 contain or constitute an offer for sale of, or the solicitation of an offer or an invitation to buy or subscribe for, Ordinary Shares to any person in the United States, Australia, Canada, South Africa or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful.
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 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 Ordinary 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, South Africa or Japan. Subject to certain exceptions, the Ordinary Shares referred to herein may not be offered or sold in Australia, Canada, South Africa 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 the United States, Australia, Canada, South Africa or Japan.
Each of the Company, Greencoat Capital, RBC Europe Limited (trading as RBC Capital Markets) ("RBC"), Barclays Bank PLC ("Barclays"), 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 Ordinary Shares in the proposed initial public offering should be made solely on the basis of the information contained in the prospectus (the "Prospectus") published by the Company on 19 February 2013 in connection with the admission (the "Admission") of the Ordinary Shares to the premium listing segment of the Official List and to trading on London Stock Exchange plc's main market for listed securities.
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 initial public offering. The value of Ordinary Shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the initial public offering for the person concerned. Past performance or information in this announcement or any of the documents relating to the initial public offering cannot be relied upon as a guide to future performance.
Each of Greencoat Capital, RBC, Barclays and Winterflood is authorised and regulated in the United Kingdom by the Financial Services Authority, and is acting exclusively for the Company and no-one else in connection with the initial public offering and Admission. They will not regard any other person as their respective clients in relation to the initial public offering 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 initial public offering and Admission, the
contents of this announcement or any transaction, arrangement or other matter referred to herein.
In connection with the initial public offering and the Admission, each of RBC, Barclays and Winterflood 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 initial public offering and the Admission or otherwise. Accordingly, references in the Prospectus 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 RBC, Barclays and Winterflood and any of their affiliates acting as investors for their own accounts. RBC, Barclays 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, RBC, Barclays 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. The Company, Greencoat Capital, RBC, Barclays 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.
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