2 May 2019
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, AUSTRALIA, NEW ZEALAND, JAPAN, OR THE REPUBLIC OF SOUTH AFRICA, ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (OTHER THAN THE UK, BELGIUM, THE REPUBLIC OF IRELAND, THE NETHERLANDS, GERMANY OR SWEDEN, AND THEN, IN RESPECT OF RETAIL INVESTORS, ONLY TO RETAIL INVESTORS IN THE UK) OR ANY OTHER JURISDICTION IN WHICH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY
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") to be published by Greencoat UK Wind plc shortly. A copy of the Prospectus will, following publication, be available from www.greencoat-ukwind.com. 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. Without prejudice to the generality of the foregoing, this Announcement does not constitute a recommendation regarding any securities.
The contents of this announcement, which have been prepared by and are the sole responsibility of Greencoat UK Wind plc (the "Company"), have been approved by Greencoat Capital LLP (the "AIFM"), as a financial promotion solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000 ("FSMA").
Greencoat UK Wind Announces the Launch of an Initial Placing and Initial Offer for Subscription Under a New Share Issuance Programme
Greencoat UK Wind plc (the "Company" or "UKW"), the leading listed renewable infrastructure fund invested in operating UK wind farms, today announces a new programme of share issuance (the "Share Issuance Programme") to be conducted over the next 12 months through a number of tranches, with the initial placing ("Initial Placing") and the initial offer for subscription ("Initial Offer for Subscription") launching today (the "Initial Tranche"). The prospectus ("Prospectus") relating to the Share Issuance Programme is expected to be published shortly.
Under the Share Issuance Programme, the Company may issue up to 500 million new ordinary shares over the next 12 months. The net proceeds from the Initial Tranche are expected to be used to pay back amounts owed under the Company's Facility Agreement (as defined in the Prospectus). The net proceeds from each subsequent tranche under the Share Issuance Programme will be used to (i) pay back amounts outstanding under the Facility Agreement and/or (ii) apply proceeds directly to make further investments.
Tim Ingram, Chairman of the Company, said:
"Following our investment in the high quality Stronelairg and Dunmaglass wind farms, and the imminent purchase of the Tom nan Clach wind farm, the share issuance programme launched today will enable the Company to pay down debt and continue to capitalise on the strong pipeline of acquisition opportunities in the UK wind farm secondary market.
Given the size and scale the Company has attained over recent years, UKW is well placed to make value-accretive acquisitions and further enhance returns for our shareholders."
Background to, and Reasons for, the Share Issuance Programme
Following its successful initial public offering in March 2013, the Company has continued to deliver on its objectives and strategy, achieving the following key milestones:
· Paid or declared dividends of £260.9 million (38.2 pence per share)
· Dividend inflated in line with RPI each year (6.94 pence per share target for 2019)
· Grown NAV to 123.2 pence per ordinary share since listing to 31 March 2019
· Delivered a Total Shareholder Return of 95.5% for the period since listing to 30 April 2019
· Made 28 additional wind generation asset investments increasing the Company's total net generating capacity from 127MW to 950MW and Gross Asset Value ("GAV") to £2.3 billion across 34 operating wind farms
· Generated 6.0TWh of power for period since listing to 31 December 2018
Following the completion of the £452 million investment in the Stronelairg and Dunmaglass wind farms announced on 28 March 2019, gearing is £794 million, equivalent to 34 per cent. of GAV.
The Board believes that the Share Issuance Programme will offer significant benefits for all Shareholders and the Company:
· Proceeds will be used to reduce borrowings under the Company's Facility Agreement
· Enable the Company to pursue further attractive investment opportunities
· Expanding the Company's equity capital will further increase the trading liquidity of UKW's shares
· Reduce the Company's ongoing expense ratio due to the economy of scale
· As both the Initial Tranche and any subsequent issues will be priced above the prevailing NAV per share, the Share Issuance Programme will be NAV accretive
The Initial Tranche
· Under the Share Issuance Programme, subject to approval by Shareholders, UKW will issue new ordinary shares by way of the Initial Placing and Initial Offer for Subscription at an issue price of 133 per share
o The issue price of 133p represents a discount of 5.2% to the closing share price on 1 May 2019 and a premium of 9.5% to the last reported NAV of 121.47p (as at 31 March 2019) (both adjusted for the payment of the 1.735p dividend on 24 May 2019)
o The Initial Tranche, and all subsequent tranches, are expected to be accretive to the prevailing net asset value per share of the Company, after costs.
o The Initial Tranche is expected to close later in May; the full timetable will be published with the prospectus shortly
· The net issue proceeds from the Initial Tranche are expected to be used to pay back amounts owed under the Company's Facility Agreement.
· The timetable for the Initial Tranche is expected to be published with the prospectus shortly.
Share Issuance Programme
· In conjunction with the Initial Tranche, the Board intends to implement a Share Issuance Programme
· The issue of shares under the Share Issuance Programme is not being underwritten
· Under the Share Issuance Programme, subject to approval by shareholders, UKW has the option to issue up to 500 million new ordinary shares
· The Share Issuance Programme is being implemented to raise additional capital in the 12 months following publication of the prospectus in order to take advantage of the strong pipeline of opportunities available to the Company
The issuance of each tranche of shares pursuant to the Share Issuance Programme is conditional upon, inter alia:
· admission occurring in respect of the relevant tranche;
· the placing agreement in respect of the Initial Tranche, or the relevant placing agreement in connection with any subsequent placing, becoming otherwise unconditional in respect of the relevant tranche, and not being terminated in accordance with its terms or such tranche not having been suspended in accordance with the placing agreement in question, in each case before admission of the relevant tranche becomes effective;
· if a supplementary prospectus is required to be published in accordance with FSMA, such supplementary prospectus being approved by the FCA and published by the Company in accordance with the Prospectus Rules; and
· the passing of the required shareholder resolutions at the general meeting
If any of these conditions is not met, the relevant tranche of shares pursuant to the Share Issuance programme will not proceed.
Notice of General Meeting
· The Company will publish a circular to Shareholders and notice of general meeting in connection with the proposals for the issue of new ordinary shares pursuant to the Share Issuance Programme shortly.
A further announcement will be made upon publication of the prospectus.
RBC Europe Limited (trading as RBC Capital Markets) is acting as sponsor and bookrunner to the Company and Kepler Partners LLP is acting as placing agent with regards to the Initial Tranche and the Share Issuance Programme.
For further information, please contact:
Greencoat UK Wind
020 7832 9425
RBC Capital Markets (Sponsor and Bookrunner)
020 7653 4000
Kepler Partners (Placing Agent)
Hugh van Cutsem
020 3384 8796
020 3805 4822
Notes to Editors:
Greencoat UK Wind PLC is the leading listed renewable infrastructure fund, which (upon completion of the acquisitions of Stronelairg and Dunmaglass) will have invested in 34 operating UK wind farms with net generating capacity of 950MW. The Company's aim is to provide investors with an annual dividend that increases in line with RPI inflation (6.94p for 2019) 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 approximately £4 billion of assets under management across a number of funds in wind and solar infrastructure. 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 does not constitute or form part of any offer to sell, or any solicitation of an offer to buy, securities in the United States (or from/to any US Person). Securities may not be offered or sold in the United States (or from/to any US Person) absent (i) registration under the Securities Act or (ii) an available exemption from registration under the Securities Act. The new ordinary shares have not been and will not be registered under the Securities Act or under the securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold or delivered, directly or indirectly, in or into the United States or any US Person absent registration except pursuant to an exemption from or in a transaction not subject to the registration requirements of the Securities Act. No public offering of the new ordinary shares is being made in the United States.
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 UK, Belgium, the Republic of Ireland, the Netherlands, Germany 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 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. Outside of the United Kingdom, this announcement and any offer if made subsequently is directed only at professional investors in the following member states: Belgium, the Republic of Ireland, Germany, the Netherlands and Sweden (together with the United Kingdom, 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 2.1(e) of the Prospective Directive (Directive 2003/71/EC) as amended.
The Company and the shares are not and will not be registered with the Swiss Financial Market Supervisory Authority (FINMA). No Swiss representative and no Swiss paying agent have been appointed. This announcement and/or any other offering materials relating to the Company may be made available in Switzerland solely to Regulated Qualified Investors. The Ordinary Shares may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange (SIX) or on any other stock exchange or regulated trading facility in Switzerland. This announcement has been prepared without regard to the disclosure standards under Article 652a of the Swiss Code of Obligations or the disclosure standards under Articles 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this announcement nor any other offering or marketing material relating to the Ordinary Shares may be publicly distributed or otherwise made publicly available in Switzerland. Neither this Prospectus nor any other offering or marketing material relating to the Ordinary Shares or the Company have been or will be filed with or approved by any Swiss regulatory authority. In particular, this announcement has not been filed with, and the offering of the Ordinary Shares will not be supervised by FINMA.
Each of the Company, the AIFM, RBC Capital Markets ("RBC") 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 and RBC are authorised and regulated in the United Kingdom by the Financial Conduct Authority, and is 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 and any of its 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 or any of its affiliates acting as investors for their own accounts. RBC does 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 or RBC 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 and RBC 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 document 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.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.