TIDMUKW
RNS Number : 8766X
Greencoat UK Wind PLC
03 September 2020
3 September 2020
THIS ANNOUNCEMENT (INCLUDING THE APPIX) 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
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, 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 plc
Launch of an Initial Placing, Initial Offer for Subscription and
Share Issuance Programme
Greencoat UK Wind plc (the "Company" or "UKW"), the leading
listed renewable infrastructure fund, invested in UK wind farms,
today announces a new share issuance programme to be conducted over
the next 12 months through a number of tranches (the "Share
Issuance Programme"), with the initial placing ("Initial Placing")
and the initial offer for subscription ("Initial Offer for
Subscription") launching today (together 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
a maximum of 750 million new ordinary shares over the next 12
months. The net proceeds from the Initial Tranche are expected to
be used to repay amounts drawn 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) repay amounts drawn under the Facility Agreement and/or
(ii) apply proceeds to make further investments.
Shonaid Jemmett-Page, Chairman of the Company, said:
"Following our investment in the Walney offshore wind farm, and
anticipating our commitment to make wind farm investments over the
next 18 months, the Share Issuance Programme will enable the
Company to pay down debt and continue to capitalise on our strong
pipeline of acquisition opportunities in the UK wind farm
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 initial public offering in March 2013, the Company
has continued to deliver on its objectives and strategy, achieving
the following key milestones:
-- Acquired an additional 31 wind generation asset investments
increasing the Company's total net generating capacity from 127MW
to 1,090MW and Gross Asset Value ("GAV") to GBP2.8 billion across
37 operating wind farms
-- Paid or declared dividends of GBP393.8 million (47.0 pence per share)
-- Dividend inflated in line with RPI each year (7.1 pence per share target for 2020) [1]
-- Grown Net Asset Value ("NAV") to 120.1 pence per ordinary
share since listing to 30 June 2020
-- Delivered a total shareholder return of 110% for the period
since listing to 2 September 2020
-- Generated 9.9TWh of power for period since listing to 30 June
2020, with the portfolio now producing enough renewable electricity
to power nearly 1 million homes per annum
Following the completion of the GBP350 million investment in the
Walney offshore wind farm announced on 1 September 2020, gearing is
GBP980 million, equivalent to approximately 35 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
-- Further diversify the Company's portfolio and associated counterparties
-- 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 Ordinary Share, the issuance of
New Shares under the Share Issuance Programme is expected to be NAV
accretive to existing shareholders
The Initial Tranche
-- Under the Share Issuance Programme, subject to approval by
the Company's shareholders ("Shareholders") at the General Meeting,
UKW will issue new ordinary shares by way of the Initial Placing
and Initial Offer for Subscription at an issue price of 131p per
share
o The issue price of 131p represents a discount of 7.4% to the
closing share price on 2 September 2020 of 141.4p and a premium of
10.7% to the last reported NAV of 118.3p (as at 30 June 2020)
(adjusted for the 1.775p dividend which was paid on 28 August
2020). Shares issued under the Initial Tranche will be entitled to
future dividends, including the quarterly dividend with respect to
the quarter ended 30 September 2020
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 on 28 September
2020
-- The net issue proceeds from the Initial Tranche will be used
to repay amounts owed under the Company's Facility Agreement.
Expected Timetable
Initial Tranche
Initial Offer for Subscription opens 3 September 2020
Initial Placing opens 3 September 2020
Initial Offer for Subscription closes 11.00 a.m. on 28 September
2020
Initial Placing closes 11.00 a.m. on 28 September
2020
Announcement of the conditional 7.00am on 29 September 2020
results of the Initial Tranche
Initial Admission and crediting 8.00 a.m. 1 October 2020
of CREST accounts in respect of
the Initial Tranche
Despatch of share certi cates to Week commencing 5 October
certi cated applicants under the 2020
Initial Offer for Subscription if
applicable
Other key dates
General Meeting 2.30 p.m. on 29 September
2020
Announcement of the results of the 29 September 2020
General Meeting and unconditional
results of the Initial Tranche
The dates and times specified above are subject to change. In
particular, the Directors may bring forward or postpone the closing
time and date for the Initial Placing and the Initial Offer for
Subscription. In the event that a date or time is changed, the
Company will notify persons who have applied for New Ordinary
Shares of changes to the timetable either by electronic mail or by
the publication of a notice through a Regulatory Information
Service. References to times are to London times unless otherwise
stated.
Share Issuance Programme
-- The Company's Board of Directors intends to implement the
Share Issuance Programme, which includes the Initial Tranche
-- The issue of shares under the Share Issuance Programme is not being underwritten
-- Under the Share Issuance Programme, subject to approval by
Shareholders at the General Meeting, UKW has the option to issue up
to 750 million new ordinary shares over the next 12 months,
including any New Shares issued under the Initial Tranche
-- The Share Issuance Programme is being implemented to raise
additional capital in the 12 months following publication of the
Prospectus in order to repay borrowings and take advantage of the
strong pipeline of opportunities available to the Company
Conditions
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 regulation rules made by the FCA under section 73A of
FSMA; 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 is today publishing 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 (the "Circular").
RBC Europe Limited (trading as RBC Capital Markets) is acting as
sponsor and joint bookrunner to the Company, Jefferies
International Limited is acting as joint bookrunner and Kepler
Partners LLP is acting as placing agent with regards to the Initial
Tranche and the Share Issuance Programme.
Admission to trading
Application will be made to the Financial Conduct Authority and
the London Stock Exchange for all of the New Ordinary Shares issued
to be admitted to the premium segment of the Official List and to
trading on the Main Market. It is expected that the results of the
Initial Tranche will be announced through a Regulatory Information
Service on or around 29 September and it is expected that Initial
Admission will become effective and that dealings for normal
settlement in the Ordinary Shares will commence at 8.00 a.m. on or
around 1 October 2020.
Further details
The ticker for the New Ordinary Shares is UKW. The ISIN for the
New Ordinary Shares is GB00B8SC6K54 and the SEDOL is B8SC6K5.
A copy of the Prospectus, when published, will be submitted to
the National Storage Mechanism and will shortly thereafter be
available for inspection at: www.morningstar.co.uk/uk/nsm as well
as on the Company's website at
https://www.greencoat-ukwind.com/investors/report-and-publications/2020
The Initial Offer for Subscription is only being made in the UK,
but subject to applicable law, the Company may allot and issue New
Ordinary Shares on a private placement basis to applicants in other
jurisdictions.
Full details of the Terms and Conditions of the Initial Placing
and the Initial Offer for Subscription will be made available in
the Company's Prospectus.
LEI: 213800ZPBBK8H51RX165
For further information, please contact:
020 7832
Greencoat UK Wind plc 9425
Stephen Lilley
Laurence Fumagalli
Tom Rayner
RBC Capital Markets (Sponsor and 020 7653
Joint Bookrunner) 4000
Darrell Uden
Matthew Coakes
Duncan Smith
Jack Wood
Jefferies International Limited 020 7029
(Joint Bookrunner) 8000
Stuart Klein
Neil Winward
Gaudi Le Roux
Tom Yeadon
Kepler Partners (Placing Agent) 020 3384
Hugh van Cutsem 8796
Media enquiries:
Headland 020 3805
Stephen Malthouse 4822
Rob Walker
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) [2] 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 GBP5
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 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.
[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.
[2] 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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END
IOEFZGGLRZKGGZM
(END) Dow Jones Newswires
September 03, 2020 02:00 ET (06:00 GMT)
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