Result of Equity Raise and Tap Issue
25 November 2021
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, NEW ZEALAND, JAPAN, THE REPUBLIC OF SOUTH AFRICA, ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (OTHER THAN THE REPUBLIC OF IRELAND, THE NETHERLANDS, GERMA NY, FINLAND OR SWEDEN) OR ANY OTHER JURISDICTION IN WHICH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL, AND IN RESPECT OF RETAIL INVESTORS, ONLY TO RETAIL INVESTORS IN THE UK.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY
Greencoat UK Wind PLC
Result of Equity Raise and Tap Issue
(Terms as defined in the Issue launch announcement on 2 November 2021)
Greencoat UK Wind PLC (the "Company" or "UKW"), the leading listed renewable infrastructure fund invested in operating UK wind farms, today announces the result of the placing (the "Placing"), open offer (the "Open Offer"), intermediaries offer (the "Intermediaries Offer") and offer for subscription (the "Offer for Subscription") (together the "Issue") announced on 2 November 2021.
Investor demand for the Issue has significantly exceeded the maximum size of £396 million. The Board, after careful consideration with the Investment Manager and the Joint Global Co-Ordinators, has determined to utilise part of its annual pre-emption disapplication authority to satisfy £54 million of the excess demand on equivalent terms to the Placing (the "Tap Issue"). Accordingly, the total size of the Issue when aggregated with the Tap Issue will be £450 million.
In taking this decision, the Board has taken into account the drawn amount on the Company's Facility Agreement of £350 million and the £400 million of investment commitments expected to be made by January 2022.
Highlights
§ Gross issue proceeds of £450 million
§ The net proceeds from the Issue will be used to fund the £250 million investment in the Burbo Bank Extension offshore wind farm and partially repay the Company's Facility Agreement which is currently £350 million drawn, thereby facilitating the funding of an attractive pipeline of investment opportunities, including near-term committed investments in Windy Rig, Twentyshilling and Glen Kyllachy
§ The Issue is conditional on shareholders voting in favour of the resolutions proposed at the General Meeting to be held at 11.00 a.m. on 26 November 2021
Commenting on the announcement, Shonaid Jemmett-Page, Chairman of UKW said: "We are delighted to announce another successful and oversubscribed equity raise and we are grateful for the ongoing support we have received. We look forward to maintaining our track record of dependable returns to shareholders."
Stephen Lilley of Greencoat Capital added: "This capital raise will help fund the investment in Burbo Bank Extension along with our previously announced commitments to invest in Windy Rig, Twentyshilling and Glen Kyllachy, currently being commissioned. We continue to see a strong pipeline of attractive investment opportunities."
A total of 340,909,091 New Ordinary Shares will be issued, of which 147,975,902 will be issued under the Placing, 132,755,455 will be issued under the Open Offer (including Excess Applications), 19,268,643 will be issued under the Intermediaries Offer and Offer for Subscription, and 40,909,091 will be issued under the Tap Issue.
All valid applications under the Open Offer (excluding Excess Applications) will be met in full. A scaling back exercise has been undertaken with respect to Excess Applications, the Offer for Subscription, the Intermediaries Offer and the Placing.
Application for Admission
Application will be made for all of the 340,909,091 New Ordinary Shares to be admitted to the Official List of the Financial Conduct Authority and to trading on the London Stock Exchange's main market for listed securities with effect from 8.00 a.m. on 29 November 2021.
Total Voting Rights
Immediately following admission, the Company will have 2,317,097,822 Ordinary Shares in issue and therefore the total voting rights in the Company will be 2,317,097,822. This figure may be used by shareholders as the denominator for the calculations by which they may determine whether or not they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.
Indicative Timetable
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General Meeting |
11:00 a.m. on 26 November 2021 |
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Announcement of the results of the General Meeting |
26 November 2021 |
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Admission and crediting of CREST accounts in respect of the New Ordinary Shares |
8:00 a.m. on 29 November 2021 |
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Despatch of share certificates to certificated applicants under the Offer for Subscription if applicable* |
Week commencing 6 December 2021 |
* Intermediaries Offer applicants will not receive share certificates
For further information, please contact:
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Greencoat UK Wind PLC |
020 7832 9425 |
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Stephen Lilley |
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Laurence Fumagalli |
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Tom Rayner |
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RBC Capital Markets (Sole Sponsor, Joint Global Co-Ordinator and Joint Bookrunner) |
020 7653 4000 |
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Matthew Coakes Ralph Ibendahl Duncan Smith Max Avison |
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Jack Wood
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Jefferies International Limited (Joint Global Co-Ordinator and Joint Bookrunner) |
020 7029 8000 |
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Stuart Klein |
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Gaudi Le Roux |
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Kepler Partners (Placing Agent and Intermediaries Agent to the Issue) Hugh van Cutsem
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020 3384 8796 |
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Media enquiries: |
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Headland Ukwind@headlandconsultancy.com Stephen Malthouse |
020 3805 4822 |
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Rob Walker Charlie Twigg |
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Notes to Editors:
Greencoat UK Wind PLC ("UKW"), the leading listed renewable infrastructure fund invested in operating UK wind farms, has invested in 40 operating UK wind farms with net generating capacity of 1,289.8MW. The Company's aim is to provide investors with an annual dividend that increases in line with RPI inflation (7.18p for 2021)[1] while preserving the capital value of its investment portfolio in the long term on a real basis through reinvestment of excess cash flow and the prudent use of gearing.
UKW is managed by an experienced team at Greencoat Capital LLP, a leading European renewable investment manager with over £6 billion of assets under management. UKW is governed by a strong and experienced independent board.
UKW is incorporated in England and Wales and is a UK Investment Trust.
For more information about UKW, please visit http://www.greencoat-ukwind.com.
For more information about Greencoat Capital LLP, please visit http://www.greencoat-capital.com.
Disclaimer:
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 any jurisdiction.
This announcement may not be published, distributed or transmitted by any means or media, directly or indirectly, in whole or in part, in or into the United States directly or indirectly in or into the United States. The new ordinary shares offered by the Prospectus may not be offered or sold directly or indirectly in or into the United States or to, or for the account or benefit of, any US persons (within the meaning of Regulation S under the US Securities Act ("Regulation S")) (a "US Person"), except pursuant to an exemption from the registration requirements of the US Securities Act of 1933, as amended (the "US Securities Act") for offers and sales of securities that do not involve any public offering contained in Section 4(a)(2) of the US Securities Act and analogous exemptions under state securities laws. In particular investors should note that the new ordinary shares have not been and will not be registered under the US Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and the Company has not registered, and does not intend to register, as an investment company under the US Investment Company Act of 1940, as amended (the "US Investment Company Act"). The New Shares are being offered only to (i) US Persons who are qualified institutional buyers, as defined in Rule 144A under the US Securities Act, and qualified purchasers, as defined in Section 2(a)(51) of the US Investment Company Act and (ii) investors who are not US Persons outside of the United States in "offshore transactions" as defined in and pursuant to Regulation S under the US Securities Act.
This announcement does not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for new ordinary shares in any jurisdiction including, without limitation, the United States, Canada, Australia, New Zealand, the Republic of South Africa, Japan, any member state of the European Economic Area (other than to professional investors in the Netherlands, the Republic of Ireland, Germany, Finland and Sweden) or any other jurisdiction in which such offer or solicitation is or may be unlawful (a "Prohibited Jurisdiction"). This announcement and the information contained herein are not for publication or distribution, directly or indirectly, to persons in a Prohibited Jurisdiction unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction. No action has been taken by the Company, RBC Capital Markets ("RBC"), Jefferies International Limited ("Jefferies") or any of their respective affiliates that would permit an offer of the new ordinary shares or possession or distribution of this announcement or any other publicity material relating to such new ordinary shares in any jurisdiction where action for that purpose is required. Persons receiving this announcement are required to inform themselves about and to observe any such restrictions.
The AIFM has made under the relevant national private place regimes the notifications or applications and received, where relevant, approvals for the marketing of the New Shares to "professional investors" (as defined in the EU AIFM Directive) in the Netherlands, the Republic of Ireland, Germany, Finland and Sweden. For the avoidance of doubt, New Shares are not available to and may not be marketed to "semi-professional" investors in Germany. Prospective investors domiciled in the EEA that have received this announcement or the Prospectus in any Member State other than the Netherlands, the Republic of Ireland, Germany, Finland and Sweden should not subscribe for New Shares (and the Company reserves the right to reject any application so made, without explanation) unless: (i) the Company has confirmed that the Company has made the relevant notification or applications in that Member State and are lawfully able to market New Shares into that Member State; or (ii) such investor has received this announcement and the Prospectus on the basis of an enquiry made at the investor's own initiative.
This announcement and the Prospectus have not been approved or authorised by the Guernsey Financial Services Commission (the "Commission") or the States of Guernsey.
This announcement and the Prospectus may only be distributed or circulated directly or indirectly in or from within the Bailiwick of Guernsey, and is being distributed or circulated in or from within the Bailiwick of Guernsey only (i) by persons licensed to do so by the Commission under the Protection of Investors (Bailiwick of Guernsey) Law, 2020 ("POI Law"); or (ii) by non-Guernsey bodies who (A) carry on such promotion in a manner in which they are permitted to carry on promotion in or from within, and under the law of certain designated countries or territories which, in the opinion of Commission, afford adequate protection to investors and (B) meet the criteria specified in section 44(c) of the POI Law; or (iii) to persons licensed under the POI Law, the Banking Supervision (Bailiwick of Guernsey) Law, 2020, the Insurance Business (Bailiwick of Guernsey) Law, 2002 or the Regulation of Fiduciaries, Administration Business and Company Directors etc. (Bailiwick of Guernsey) Law, 2020, the Financial Services Commission (Bailiwick of Guernsey) Law, 1987, the Registration of Non-regulated Financial Services Businesses (Bailiwick of Guernsey) Law, 2008, the Prescribed Businesses (Bailiwick of Guernsey) Law, 2008, the Financial Services Business (Enforcements Powers) (Bailiwick of Guernsey) Law, 2020 by non-Guernsey bodies who (A) carry on such promotion in a manner in which they are permitted to carry on promotion in or from within, and under the law of certain designated jurisdictions which, in the opinion of Commission, afford adequate protection to investors and (B) meet the criteria specified in section 44(d) of the POI Law; or, (iv) as otherwise permitted by the Commission. This announcement and the Prospectus is not available in or from within the Bailiwick of Guernsey other than in accordance with this paragraph and must not be relied upon by any person unless received in accordance with this paragraph.
The offer that is the subject of the Prospectus may only be made in Jersey where the offer is valid in the United Kingdom or Guernsey and is circulated in Jersey only to persons similar to those to whom, and in a manner similar to that in which, it is for the time being circulated in the United Kingdom or Guernsey as the case may be. Consent under the Control of Borrowing (Jersey) Order 1958 has not been obtained for the circulation of this announcement or the offer under the Prospectus and it must be distinctly understood that the Jersey Financial Services Commission does not accept any responsibility for the financial soundness of or any representations made in connection with the Company. By accepting any subsequent offer (if made) each prospective investor in Jersey represents and warrants that he or she is in possession of sufficient information to be able to make a reasonable evaluation of the offer.
The offer that is the subject of the Prospectus is available, and is and may be made, in or from within the Isle of Man and this announcement and the Prospectus is being provided in or from within the Isle of Man only: (i) by persons licensed to do so under the Isle of Man Financial Services Act 2008; or (ii) in accordance with any relevant exclusion contained within the Regulated Activities Order 2011 (as amended) or exemption contained in the Financial Services (Exemptions) Regulations 2011 (as amended). The offer that is the subject of the Prospectus and the Prospectus are not available in or from within the Isle of Man other than in accordance with paragraphs (i) and (ii) above and must not be relied upon by any person unless made or received in accordance with such paragraphs.
The offer and marketing of the Ordinary Shares of the Company in Switzerland will be exclusively made to, and directed at, qualified investors (the "Qualified Investors"), as defined in Article 10(3) of the Swiss Collective Investment Schemes Act ("CISA") in conjunction with Article 4(4) of the Swiss Financial Services Act ("FinSA"), i.e. institutional clients, at the exclusion of professional clients with opting-out pursuant to Article 5(3) FinSA ("Excluded Qualified Investors"). Accordingly, the Company has not been and will not be registered with the Swiss Financial Market Supervisory Authority ("FINMA") and no representative or paying agent has been or will be appointed in Switzerland. This announcement, the Prospectus and/or any other offering or marketing materials relating to the Ordinary Shares of the Company may be made available in Switzerland solely to Qualified Investors, at the exclusion of Excluded Qualified Investors.
Each of the Company, the AIFM, RBC, Jefferies 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 shares in the Issue should be made solely on the basis of the information contained in the Prospectus issued by the Company in connection with the Issue. 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 Prospectus is published. In particular, the proposals referred to herein are tentative and are subject to verification, material updating, revision and amendment.
There is no guarantee that the Issue will occur and you should not base your financial decisions on the Company's intentions in relation to the Issue at this stage. Acquiring 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 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.
Each of the AIFM, RBC and Jefferies are authorised and regulated in the United Kingdom by the Financial Conduct Authority, and are acting exclusively for the Company and no-one else in connection with the Issue. They will not regard any other person as their respective clients in relation to the Issue 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, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
In connection with the Issue, RBC, Jefferies and any of their respective affiliates, acting as investors for their own accounts, may purchase shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such shares and other securities of the Company or related investments in connection with the Issue or otherwise. Accordingly, references in the Prospectus, once published, to the 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 RBC, Jefferies or any of their respective affiliates acting as investors for their own accounts. RBC and Jefferies 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, the AIFM, RBC or Jefferies 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, the AIFM, RBC, Jefferies 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. 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. 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 announcement may not conform exactly with the total figure given.
Information to distributors :
Solely for the purposes of the product governance requirements contained within Chapter 3 of the Product Intervention and Product Governance Sourcebook of the FCA (the "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 New Shares have been subject to a product approval process, which has determined that the New Shares are: (i) compatible with an end target market of (a) retail investors, (b) investors who meet the criteria of professional clients and (c) eligible counterparties, COBS 3.5 and 3.6 of the FCA's Conduct of Business Sourcebook, respectively; and (ii) eligible for distribution through all distribution channels as are permitted by the Product Governance Requirements (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors should note that: the price of the New Shares may decline and investors could lose all or part of their investment; the New Shares offer no guaranteed income and no capital protection; and an investment in the New 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 a placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the 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 FCA's Conduct of Business Sourcebook; 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 New Shares.
Each distributor (including the Intermediaries) is responsible for undertaking its own target market assessment in respect of the New Shares and determining appropriate distribution channels.
The Company is registered as an investment company pursuant to section 833 CA 2006 and is an investment trust under section 1158 of the CTA 2010. Accordingly (since they are shares in an investment trust), the Shares are excluded securities for the purposes of the FCA's restrictions applying to "non-mainstream investment products".
PRIIPS (as defined below):
In accordance with the UK PRIIPs Regulation, the AIFM has prepared a key information document (the "KID") in respect of an investment in the Company. The KID is made available by the AIFM to "retail investors" prior to them making an investment decision in respect of Shares. Accordingly, the attention of prospective investors is drawn to the KID that is available on the Company's website at https://www.greencoat-ukwind.com/investors/disclosures/disclosures and the Investment Manager's website at https://www.greencoat-capital.com/funds/uk-wind . If you are distributing Shares, it is your responsibility to ensure the KID is provided to any clients that are "retail clients".
Neither RBC nor Jefferies is a manufacturer, and makes no representations, express or implied, or accepts any responsibility whatsoever for the contents of the KID nor accepts any responsibility to update the contents of the KID in accordance with the UK PRIIPs Regulation, to undertake any review processes in relation thereto or to provide such KID to future distributors of Shares.
Each of the Company, the Investment Manager, RBC, Jefferies and their respective affiliates accordingly disclaims all and any liability whether arising in tort or contract or otherwise which it or they might have in respect of the KID or any other key information documents. Prospective investors should note that the procedure for calculating the risks, costs and potential returns in the KID are prescribed by laws. The figures in the KID may not reflect actual returns for the Company and anticipated performance returns cannot be guaranteed. However, nothing in this paragraph shall serve to limit or exclude any of the responsibilities and liabilities, if any, which may be imposed on the Company, the Investment Manager (including in its capacity as AIFM), RBC, Jefferies and any of their respective affiliates (as applicable) by FSMA or the regulatory regime established thereunder.
[1]These are targets only and not profit forecasts. There can be no assurance that these targets can or will be met and they should not be seen as an indication of the Company's expected or actual results of returns. Accordingly investors should not place any reliance on these targets in deciding whether to invest in new ordinary shares or assume that the Company will make any distributions at all.
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