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, NEW ZEALAND, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN.
1 May 2019
GREENCOAT UK WIND PLC
Allotment of Shares and Persons Discharging Managerial Responsibilities Shareholdings
The Company announces that, in accordance with the terms of the Investment Management Agreement between the Company and Greencoat Capital LLP (the "Investment Manager"), 304,440 Ordinary Shares of 1 pence each (the "new shares") will be allotted and issued to the Investment Manager.
The 304,440 new shares are comprised of the following:
· 304,440 Ordinary Shares of 1 pence each in respect of Q2 2019. These shares are subject to a 3 year lock up period.
Following the allotment of the new shares, the beneficial interests of the Investment Manager in the issued share capital of the Company will be as follows:
The Investment Manager
Number of ordinary shares
% of issued share capital
Greencoat Capital LLP
In accordance with DTR 5.6.1R of the FCA's Disclosure and Transparency Rules, the Company notifies the market that, as at 8 a.m. on 3 May 2019:
· it will have 1,234,972,813 issued ordinary shares of 1 pence each ("Ordinary Shares") admitted to trading. Each Ordinary Share carries the right to one vote in relation to all circumstances at general meetings of the Company;
· it does not hold any Ordinary Shares in treasury.
The total voting rights figure will be 1,234,972,813 and may be used by shareholders and others with notification obligations as the denominator for the calculations by which they will determine whether they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure and Transparency Rules.
Application has been made for the Ordinary Shares so allotted to be admitted to listing on the Official List of the UK Listing Authority and to trading on the London Stock Exchange's main market for listed securities (premium segment), with expected admission to trading on 3 May 2019. Definitive documents of title are expected to be dispatched within 15 business days of allotment.
For further information:
Estera Administration (UK) Limited - Company Secretary 02890 785 868
Further information on the Company can be found on its website at http://www.greencoat-ukwind.com
This announcement is not for publication or distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the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, New Zealand, Canada, South Africa or Japan.
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