Result of Capital Raise
29 September 2020
THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) 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 BELGIUM, THE REPUBLIC OF IRELAND, THE NETHERLANDS, GERMANY, DENMARK, 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 Capital Raise
Greencoat UK Wind plc (the "Company" or "UKW"), the leading listed renewable infrastructure fund invested in UK wind farms, today announces the result of the Initial Placing and Initial Offer for Subscription under its Share Issuance Programme, as announced on 3 September 2020.
§ Gross Issue Proceeds of £400 million.
§ The net proceeds will be primarily applied to prepay borrowings under the Company's Facility Agreement resulting in total borrowings of £600 million, equivalent to approximately 21% of GAV.
§ 305,343,511 New Ordinary Shares will be issued, increasing total Ordinary Shares to 1,823,818,744.
Commenting on the announcement, Shonaid Jemmett-Page, Chairman of UKW said: "We are grateful for the ongoing support from our shareholders, which has led to another successful and oversubscribed equity capital raise. Our simple, low risk model continues to deliver and we look forward to maintaining our track record of dependable returns to shareholders."
Stephen Lilley of Greencoat Capital added: "Following our investment in Walney, a large scale and high load factor offshore wind farm, this equity capital raise will enable UKW to reduce gearing and continue to capitalise on the strong pipeline of attractive investments in the UK wind farm market."
Application for Admission
Application will be made for the 305,343,511 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 1 October 2020, provided shareholders vote in favour of the resolutions proposed at the General Meeting to be held later today.
Terms as defined in the Prospectus on 3 September 2020 apply to this announcement unless the context requires otherwise.
The AIFMD investor disclosures are available on the Company's website.
For further information, please contact:
Greencoat UK Wind
020 7832 9425
RBC Capital Markets (Sponsor and Joint Bookrunner)
020 7653 4000
Jefferies International Limited (Joint Bookrunner)
0207 029 8000
Gaudi Le Roux
Kepler Partners (Placing Agent)
020 3384 8796
Hugh van Cutsem
020 3805 4822
Notes to Editors:
Greencoat UK Wind PLC ("UKW") is the leading listed renewable infrastructure fund, which has invested in 37 operating UK wind farms with net generating capacity of 1,090 MW. The Company's aim is to provide investors with an annual dividend that increases in line with RPI inflation (7.1p for 2020) 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 £5 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.
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 Belgium, the Republic of Ireland, the Netherlands, Germany, Denmark, 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.
This announcement and any offer if made subsequently is subject to the Alternative Investment Fund Managers Directive ("AIFMD") as implemented by Member States of the European Economic Area. This announcement and any offer if made subsequently is directed only at professional and retail investors in the UK and professional investors in the following member states: Belgium, the Republic of Ireland, Germany, the Netherlands, Denmark, Finland and Sweden (together the "Eligible Member States"). The Investment Manager has not registered a passport for marketing under the passporting programme set out in the AIFMD in any other member state (each an "Ineligible Member State"). This announcement may not be distributed in any Ineligible Member State and no offers subsequent to it may be made or accepted in any Ineligible Member State. The attention of all prospective investors is drawn to disclosures required to be made under the AIFMD which are set out on the Company's website (including as set out in its most recent prospectus and annual report and accounts), which will also set out (if applicable) any periodic updates required under the rules in the FCA's Handbook (FUND 3.2.5R and 3.2.6R).
This announcement is directed at and is only being distributed to persons in member states of the European Economic Area who are "qualified investors", as defined in article 2 (e) of the European Union Regulation (EU) 2017/1129, as amended.
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, 1987 (as amended) ("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 GFSC, afford adequate protection to investors and (B) meet the criteria specified in section 29(c) of the POI Law; or (iii) to persons licensed under the POI Law, the Banking Supervision (Bailiwick of Guernsey) Law, 1994, the Insurance Business (Bailiwick of Guernsey) Law, 2002 or the Regulation of Fiduciaries, Administration Business and Company Directors etc. (Bailiwick of Guernsey) Law, 2000 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 GFSC, afford adequate protection to investors and (B) meet the criteria specified in section 29(cc) of the POI Law; or, (iv) as otherwise permitted by the GFSC. 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 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 have been or will be appointed in Switzerland. 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.
The Ordinary Shares may not be publicly offered, directly or indirectly, in Switzerland within the meaning of the FinSA and no application has or will be made to admit the Ordinary Shares to trading on any trading venue (exchange or multilateral trading facility) in Switzerland. Neither this Securities Note nor any other offering or marketing material relating to the Ordinary Shares constitutes a prospectus pursuant to the FinSa, and neither this Securities Note nor any other offering or marketing material relating to the Ordinary Shares may be publicly distributed or otherwise made publicly available in Switzerland.
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 Share Issuance Programme. 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 Share Issuance Programme will occur and you should not base your financial decisions on the Company's intentions in relation to the Share Issuance Programme 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 Share Issuance Programme. 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 Share Issuance Programme. They will not regard any other person as their respective clients in relation to the Share Issuance Programme 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 Share Issuance Programme, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
In connection with the Share Issuance Programme, 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 Share Issuance Programme 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: (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 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, 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 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 the 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 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 shares.
Each distributor 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):
ln accordance with the 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. 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 make 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 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 (including in its capacity as AIFM), RBC, Jefferies and their respective affiliates accordingly disclaim 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.
 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.