TIDMUKW

RNS Number : 9933Q

Greencoat UK Wind PLC

02 November 2021

02 November 2021

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 THE REPUBLIC OF IRELAND, THE NETHERLANDS, GERMANY, 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").

This announcement contains inside information.

Greencoat UK Wind plc

Investment in Burbo Bank Extension offshore wind farm and Launch of Equity Raise

Greencoat UK Wind plc (the "Company" or "UKW"), the leading listed renewable infrastructure fund, invested in UK wind farms, is pleased to announce that it has agreed to acquire a 25% stake in Burbo Bank Extension offshore wind farm from AIP, in partnership with a number of pension funds investing through Greencoat Renewable Income LP, a fund also managed by Greencoat Capital. UKW will acquire a net 15.7% stake in the wind farm for a total cash consideration (including cash and working capital) of GBP250 million (the "Acquisition"). The Acquisition is scheduled to complete on 30 November 2021.

Burbo Bank Extension is located four miles north of the Wirral in North West England. It was commissioned in July 2017, comprises 32 Vestas V164 8.13MW turbines and has a grid capacity of 258MW. Burbo Bank Extension, has a load factor of 43.8% and benefits from a CFD priced at GBP176.57/MWh (real 2021) until 31 March 2032. Orsted will provide operation and maintenance and management services to the wind farm.

The Acquisition will be funded using the Company's revolving credit facility, cashflow and the proceeds of a new equity raise launching today, further details below.

The Equity Raise

The Company is also today announcing an equity raise through a placing (the "Placing"), open offer (the "Open Offer"), intermediaries offer (the "Intermediaries Offer") and offer for subscription (the "Offer for Subscription") (together the "Issue"). The prospectus ("Prospectus") relating to the Issue is expected to be published in the coming days.

The net proceeds from the Issue are expected to be used to fund the Acquisition and repay amounts drawn under the Company's Facility Agreement (as defined in the Prospectus), thereby funding an attractive pipeline of investment opportunities, including near-term committed investments in Windy Rig, Twentyshilling and Glen Kyllachy.

Facility Agreement

The Company also recently increased its Facility Agreement from GBP400 million to GBP600 million. This is in addition to the Company's existing GBP700 million of fixed term debt. Following the completion of the Acquisition, the Company expects to have c. GBP1.3 billion of drawn Aggregate Group Debt, equating to c. 34% of GAV.

Shonaid Jemmett-Page, Chairman of the Company, said:

"We are delighted to announce our investment in Burbo Bank Extension, a high load factor, CFD accredited offshore wind farm. This transaction, once completed, will add another high quality asset to our portfolio which will stand at 41 wind farm investments, with a generating capacity of over 1.3GW.

This will be our second CFD investment, complementing the investments we are making into merchant assets, and will sit alongside our 38 ROC investments as part of a balanced portfolio.

Anticipating our commitments over the next 18 months, the equity raise launched today will enable the Company to pay down debt and continue to capitalise on the strong pipeline of opportunities in the UK wind farm market, both onshore and offshore.

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."

RBC Europe Limited (trading as RBC Capital Markets) is acting as sole financial adviser to the Company with regards the Acquisition and sole sponsor, joint global co-ordinator and joint bookrunner with regards the Issue. Jefferies International Limited is acting as joint global co-ordinator and joint bookrunner and Kepler Partners LLP is acting as placing agent and Intermediaries Agent with regards the Issue.

Background to, and Reasons for, the Issue

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 35 wind generation asset investments increasing the Company's total net generating capacity from 127MW to 1,330.3MW and Gross Asset Value ("GAV") to GBP3.85 billion across 41 operating wind farms [1]

   --      Paid or declared dividends of GBP564.9 million (55.93 pence per share) 
   --      Dividend inflated in line with RPI each year (7.18 pence per share target for 2021) [2] 

-- Grown Net Asset Value ("NAV") to 129.0 pence per ordinary share since listing to 30 September 2021

-- Delivered a total shareholder return of 121% for the period since listing to 01 November 2021

-- Generated 13.3TWh of power for period since listing to 30 September 2021, with the portfolio now producing enough renewable electricity to power over 1.3 million homes per annum and preventing 1.6 million tonnes of carbon dioxide from being produced per annum

The Board believes that the Issue 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 the Issue is priced above NAV per Ordinary Share, the Issue will be NAV accretive to existing shareholders

The Issue

-- Under the Issue, subject to approval by the Company's shareholders ("Shareholders") at the General Meeting, UKW will issue new ordinary shares by way of the Placing, Open Offer, Intermediaries Offer and Offer for Subscription at an issue price of 132p per share (the "Issue Price")

   --      The Issue Price of 132p represents: 

o a discount of 6.5% to the closing share price on 1 November 2021 of 141.20p, and

o a premium of 3.8% to the last reported NAV of 127.205p (as at 30 September 2021) (adjusted for the 1.795p dividend which is due to be paid on 26 November 2021)

-- Shares issued under the Issue will be entitled to future dividends, including the quarterly dividend with respect to the quarter ended 31 December 2021

   --      The issue of shares under the Issue is not being underwritten 

The Open Offer

The Company considers it important that Shareholders have an opportunity (where it is practicable for them to do so) to participate in the Issue and, accordingly, the Company is making the Open Offer to qualifying shareholders. Accordingly, the Company is proposing to raise up to approximately GBP200 million (before fees and expenses) through the issue of up to 151,992,157 Open Offer Shares at the Issue Price. Any Open Offer Shares not subscribed for by Qualifying Shareholder will be available to Qualifying Shareholders under the Excess Application Facility.

Qualifying Shareholders may apply for Open Offer Shares under the Open Offer at the Issue Price on the following basis:

1 Open Offer Share for every 13 Existing Ordinary Shares held by the Shareholder on the Record Date

Entitlements of Qualifying Shareholders will be rounded down to the nearest whole number of Open Offer Shares. Fractional entitlements which would otherwise arise will not be issued to Qualifying Shareholders but will be aggregated and made available under the Excess Application Facility. The Excess Application Facility enables Qualifying Shareholders to apply for Excess Shares in excess of their Open Offer Entitlement.

Further details of the Open Offer and the application process relating to the Open Offer will be set out in the Prospectus.

The Offer for Subscription

New Shares to be issued at the Issue Price are available to the public under the Offer for Subscription. The Offer for Subscription is only being made in the UK, Jersey, Guernsey and Isle of Man but, subject to applicable law, the Company may allot New Shares on a private placement basis to applicants in other jurisdictions. Applications under the Offer for Subscription must be for a minimum subscription amount of GBP1,000. All applications for New Shares under the Offer for Subscription will be payable in full, in Sterling, by a cheque or banker's draft drawn on a UK clearing bank.

The Intermediaries Offer

The Company has appointed certain Intermediaries to facilitate the participation of their retail investor clients (and any member of the public who wishes to become a client of that Intermediary) located in the United Kingdom, Jersey, Guernsey and Isle of Man. Each Intermediary has agreed, or will on appointment agree, certain terms and conditions, which regulate, inter alia, the conduct of the Intermediaries in relation to the offering of New Shares on market standard terms and provide for the payment of commission to any Intermediary that elects to receive commission.

The Placing

In addition to the Open Offer, Offer for Subscription and Intermediaries Offer, the Company will be able to issue additional New Shares on a non-pre-emptive basis through the Placing pursuant to the terms set out in the Prospectus. The Placing is available to qualifying new and existing investors and will be launched immediately following the release of this announcement and is expected to close no later than 11.00 a.m. on 24 November 2021. Investors wishing to participate in the Placing should notify their usual point of contact at RBC or Jefferies of their interest.

Dividend Entitlements

Shares issued under the Issue will be entitled to future dividends, including the quarterly dividend with respect to the quarter ended 31 December 2021. For the avoidance of doubt, New Shares will not be entitled to the dividend declared by the Company on 19 October 2021.

Expected Timetable

 
 The Issue 
---------------------------------------------  --------------------------------- 
 Record Date for entitlement under              close of business on 01 November 
  the Open Offer                                                            2021 
---------------------------------------------  --------------------------------- 
 Placing, Offer for Subscription,                     7.00 a.m. 02 November 2021 
  Intermediaries Offer and Open Offer 
  announced 
---------------------------------------------  --------------------------------- 
 Placing opens                                                  02 November 2021 
---------------------------------------------  --------------------------------- 
 Ex-entitlement date for the Open                       8.00 a.m. on 03 November 
  Offer                                                                     2021 
---------------------------------------------  --------------------------------- 
 Offer for Subscription and Intermediaries                      05 November 2021 
  Offer opens 
---------------------------------------------  --------------------------------- 
 Posting of the Prospectus and Application                      05 November 2021 
  Forms (to Qualifying Non-CREST Shareholders 
  only) 
---------------------------------------------  --------------------------------- 
 Open Offer Entitlements and Excess                             08 November 2021 
  CREST Open Offer Entitlements credited 
  to stock accounts of Qualifying 
  CREST Shareholders in CREST 
---------------------------------------------  --------------------------------- 
 Recommended latest time for requesting                 4.30 p.m. on 17 November 
  withdrawal of Open Offer Entitlements                                     2021 
  and Excess CREST Open Offer Entitlements 
  from CREST 
---------------------------------------------  --------------------------------- 
 Latest time for depositing Open                        3.00 p.m. on 18 November 
  Offer Entitlements and Excess CREST                                       2021 
  Open Offer Entitlements into CREST 
---------------------------------------------  --------------------------------- 
 Latest time and date for splitting                     3.00 p.m. on 19 November 
  of Open Offer Application Forms                                           2021 
---------------------------------------------  --------------------------------- 
 Latest time and date for receipt                      11.00 a.m. on 23 November 
  of completed Application Forms and                                        2021 
  payment in full under the Open Offer 
  (including the Excess Application 
  Facility) or settlement of relevant 
  CREST instruction 
---------------------------------------------  --------------------------------- 
 Latest time and date for applications                 11.00 a.m. on 23 November 
  under the Intermediaries Offer*                                           2021 
---------------------------------------------  --------------------------------- 
 Latest time and date for applications                 11.00 a.m. on 23 November 
  under the Offer for Subscription                                          2021 
---------------------------------------------  --------------------------------- 
 Latest time and date for applications                 11.00 a.m. on 24 November 
  under the Placing                                                         2021 
---------------------------------------------  --------------------------------- 
 Announcement of the conditional                       07.00 a.m. on 25 November 
  results of the Issue                                                      2021 
---------------------------------------------  --------------------------------- 
 Expected date of Admission and crediting              08.00 a.m. on 29 November 
  of CREST accounts in respect of                                           2021 
  the New Shares 
---------------------------------------------  --------------------------------- 
 Despatch of share certi cates to                     week commencing 6 December 
  certi cated applicants under the                                          2021 
  Offer for Subscription if applicable** 
---------------------------------------------  --------------------------------- 
 Other key dates 
---------------------------------------------  --------------------------------- 
 General Meeting                                       11.00 a.m. on 26 November 
                                                                            2021 
---------------------------------------------  --------------------------------- 
 Announcement of the results of the                             26 November 2021 
  General Meeting and unconditional 
  results of the Issue 
---------------------------------------------  --------------------------------- 
 
   *       Certain Intermediaries may have earlier deadlines. 
   **      Intermediaries Offer applicants will not receive share certificates. 

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 Issue. 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.

Conditions

The Issue is conditional upon, inter alia:

   --      admission occurring; 

-- the placing agreement becoming otherwise unconditional and not being terminated in accordance with its terms or not having been suspended in accordance with the placing agreement before admission 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 Issue of shares 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 Issue (the "Circular").

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 Issue will be announced through a Regulatory Information Service on or around 25 November 2021 and it is expected that Admission will become effective and that dealings for normal settlement in the Ordinary Shares will commence at 8.00 a.m. on or around 29 November 2021.

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. The ISIN of the Open Offer Entitlement of Ordinary Shares is GB00BMHN9W03 and the SEDOL is BMHN9W0. The ISIN of the Excess Shares is GB00BMHN9X10 and the SEDOL is BMHN9X1.

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/2021

The Offer for Subscription and the Intermediaries Offer are only being made in the United Kingdom. However, subject to applicable law, the Company may allot New Ordinary Shares relating to the Intermediaries Offer on a private placement basis to applicants in other jurisdictions. The Open Offer is only being made to Qualifying Shareholders.

F ull details of the Terms and Conditions of the Issue will be made available in the Company's Prospectus.

LEI: 213800ZPBBK8H51RX165

Capitalised terms are as defined in the Prospectus, unless stated otherwise.

For further information, please contact:

 
                                        020 7832 
Greencoat UK Wind plc                    9425 
Stephen Lilley 
Laurence Fumagalli 
Tom Rayner 
 
RBC Capital Markets (Sole Financial 
 Adviser to the Acquisition and Sole 
 Sponsor, Joint Global Co-Ordinator     020 7653 
 and Joint Bookrunner to the Issue)      4000 
Matthew Coakes 
 Ralph Ibendahl 
 Duncan Smith 
 Max Avison 
Jack Wood 
Jefferies International Limited 
 (Joint Global Co-Ordinator and Joint   020 7029 
 Bookrunner to the Issue)                8000 
Stuart Klein 
Gaudi Le Roux 
 
Kepler Partners (Placing Agent and 
 Intermediaries Agent to the Issue)     020 3384 
 Hugh van Cutsem                         8796 
Media enquiries: 
Headland 
 Ukwind@headlandconsultancy.com         020 3805 
 Stephen Malthouse                       4822 
Rob Walker 
 Charlie Twigg 
 

Notes to Editors:

Greencoat UK Wind PLC ("UKW"), the leading listed renewable infrastructure fund, invested in 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) [3] 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 GBP6 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 nancial or other adviser) are capable of evaluating the merits and risks of such an investment and who have suf cient 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 af liates 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 gures in the KID may not re ect 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] Once the investment in Burbo Bank Extension has completed

[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.

[3] 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.

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 rns@lseg.com or visit www.rns.com.

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November 02, 2021 03:00 ET (07:00 GMT)

Greencoat Uk Wind (LSE:UKW)
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