Greencoat Renewables Regulatory News (GRP)

THIS ANNOUNCEMENT 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 OR JAPAN, ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (OTHER THAN IRELAND, THE NETHERLANDS, OR SWEDEN (TOGETHER "ELIGIBLE MEMBER STATES), AND THEN, ONLY TO PERSONS IN ELIGIBLE MEMBER STATES WHO ARE NOT RETAIL INVESTORS), THE UNITED KINGDOM (OTHER THAN TO PERSONS IN THE UNITED KINGDOM WHO ARE NOT RETAIL INVESTORS) 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.

19 October 2021

Greencoat Renewables PLC

Result of Initial Placing

Greencoat Renewables PLC raises gross proceeds of €165 million in oversubscribed Initial Placing

19 October 2021 | Greencoat Renewables PLC ("Greencoat Renewables" or the "Company"), the renewable infrastructure company, invested in euro-denominated assets, is pleased to announce the result of the Initial Placing launched on 4 October 2021.

Highlights of the Initial Placing:

- Gross proceeds of €165 million in an oversubscribed placing;

- 148,648,649 Placing Shares will be issued (conditional on, inter alia, shareholder approval at the EGM convened to be held on 28 October 2021), at the Placing Price of €1.11 per Placing Share, increasing the total issued share capital of the Company to 889,887,587 Ordinary Shares;

- The Placing Shares to be issued represent approximately 20% of the Company's existing issued Ordinary Share capital prior to the Initial Placing;

- The Company has multiple attractive near-term investment opportunities under consideration in both wind and solar assets in Ireland and continental European markets with c.300MW under exclusivity across a mix of operating and forward sale opportunities located in Ireland, the Nordics and Spain, as well as over 350MW of other pipeline opportunities; and

- Net proceeds will be used, in line with the Company's strategy, to partly pay down the Company's Revolving Credit Facility, which is currently drawn by €115 million, provide the Company with the flexibility to execute on assets under exclusivity, provide optionality around the assets at advanced stages of negotiation, and meet obligations under committed forward sale investments, all while maintaining gearing (currently 48% and falling to 37% on a pro forma basis following receipt of the net proceeds of the Initial Placing).

Rónán Murphy, Chairman of Greencoat Renewables, commented:

"I am pleased to announce another successful and oversubscribed placing, and I thank shareholders for their ongoing strong support. The company is well positioned in terms of pipeline, gearing and headroom for acquisitions, and I am very optimistic about our prospects for near and medium term growth across Europe." 

The Initial Placing is conditional on, inter alia, shareholder approval at the EGM to be held on 28 October 2021. The EGM will be held at Davy House, 49 Dawson Street, Dublin 2, Ireland on 28 October 2021 at 10.00 a.m. Further details are set out in the Circular which was posted to Shareholders on 4 October 2021 and is available on the Company's website http://www.greencoat-renewables.com/.

The Company will apply to Euronext Dublin and to the London Stock Exchange for the Placing Shares to be admitted to trading on Euronext Growth and AIM respectively. It is expected that settlement of the Placing Shares will occur, Admission will become effective and that dealings will commence in the Placing Shares at 8.00 a.m. on 29 October 2021.

Rónán Murphy, who is a Director, has agreed to subscribe for 25,000 Placing Shares, so that following completion of the Initial Placing, he will hold 217,694 Ordinary Shares representing c.0.02% of the enlarged issued Ordinary Share capital of the Company.

Kevin McNamara, who is a Director, has agreed to subscribe for 10,000 Placing Shares, so that following completion of the Initial Placing, he will hold 78,327 Ordinary Shares, representing c.0.01% of the enlarged issued Ordinary Share capital of the Company.

Emer Gilvarry, who is a Director, has agreed to subscribe for 32,168 Placing Shares, so that following completion of the Initial Placing, she will hold 100,000 Ordinary Shares, representing c.0.01% of the enlarged issued Ordinary Share capital of the Company.

Capitalised terms not defined in this Announcement shall have the meaning given to them in the announcement made by the Company at 7.00 a.m. on 4 October 2021.

For further information on the Announcement, please contact:

Greencoat Renewables PLC: +44 20 7832 9400

Bertrand Gautier

Paul O'Donnell

Tom Rayner

Davy (Joint Bookrunner, Nomad and Euronext Growth Adviser) +353 1 679 6363

Ronan Veale

Barry Murphy

RBC (Joint Bookrunner) +44 20 7653 4000

Matthew Coakes

Duncan Smith

Elizabeth Evans

FTI Consulting (Media Enquiries) +353 1 765 0886

Jonathan Neilan

Melanie Farrell

AIFMD Disclosures

The Company is categorised as an externally managed alternative investment fund for the purposes of the Alternative Investment Fund Managers Directive (Directive 2011/61/EU) (''AIFMD''). The attention of all Shareholders and any prospective investors in the Company, through the Share Issuance Programme or otherwise, is drawn to those disclosures required to be made under AIFMD from time to time and which are available on the Company's website: http://www.greencoat-renewables.com/investors/disclosures/aifmd 

About Greencoat Renewables PLC

Greencoat Renewables PLC is an investor in euro-denominated renewable energy infrastructure assets. Initially focused solely on the acquisition and management of operating wind farms in Ireland, the Company is now also investing in wind and solar assets in certain other European countries with stable and robust renewable energy frameworks. It is managed by Greencoat Capital LLP, an experienced investment manager in the listed renewable energy infrastructure sector.

For more information about Greencoat Renewables PLC, please visit http://www.greencoat-renewables.com/

For more information about Greencoat Capital LLP, please visit http://www.greencoat-capital.com

IMPORTANT NOTICE

This Announcement and the information contained herein is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into or from the United States, Canada, Australia, New Zealand, Japan or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction.

The Placing 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 absent registration except pursuant to an exemption from or in a transaction not subject to the registration requirements of the Securities Act.

Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any action.

This Announcement has been issued by and is the sole responsibility of the Company. Neither the Joint Bookrunners, nor any of their respective affiliates accept any responsibility whatsoever for the contents of the information contained in this Announcement or for any other statement made or purported to be made by or on behalf of the Joint Bookrunners or any of their respective affiliates in connection with the Company, the Placing Shares or the Share Issuance Programme. The Joint Bookrunners and each of their respective affiliates accordingly disclaim all and any liability, whether arising in tort, contract or otherwise in respect of any statements or other information contained in this Announcement and no representation or warranty, express or implied, is made by the Joint Bookrunners or any of their respective affiliates as to the accuracy, completeness or sufficiency of the information contained in this Announcement.

Certain statements in this Announcement are forward-looking statements which are based on the Company's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which may use words such as "aim", "anticipate", "believe", "intend", "estimate", "expect" and words of similar meaning, include all matters that are not historical facts. These forward-looking statements involve risks, assumptions and uncertainties that could cause the actual results of operations, financial condition, liquidity and dividend policy and the development of the industries in which the Company's businesses operate to differ materially from the impression created by the forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given those risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of such statements and, except as required by Euronext Dublin, the London Stock Exchange or applicable law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares. Any indication in this Announcement of the price at which the ordinary shares of the Company have been bought or sold in the past cannot be relied upon as a guide to future performance. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult their own independent legal adviser, business adviser, financial adviser or tax advisor for legal, business, financial or tax advice. No statement in this Announcement is intended to be a profit forecast and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

Davy, which is regulated in Ireland by the Central Bank of Ireland is acting as a Joint Bookrunner for the Company and no-one else in connection with the Initial Placing and is not, and will not be, responsible to anyone other than the Company for providing the protections afforded to its clients nor for providing advice in relation to the Initial Placing and/or any other matter referred to in this Announcement.

RBC, which is authorised in the United Kingdom by the Prudential Regulatory Authority and regulated by the FCA and the Prudential Regulatory Authority, which is authorised and regulated in the United Kingdom by the FCA is acting for the Company and for no one else in connection with Initial Placing and is not, and will not be, responsible to anyone other than the Company for providing the protections afforded to its clients nor for providing advice in relation to the Initial Placing and/or any other matter referred to in this Announcement.

The Placing Shares to be issued pursuant to the Initial Placing will not be admitted to trading on any stock exchange other than AIM and Euronext Growth.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this Announcement.

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 the product governance requirements contained within Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements") and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID Product Governance Requirements and UK Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of investors who meet the criteria of professional clients as defined in MiFID II and Regulation (EU) NO 600/2014 as it forms part of United Kingdom domestic law by virtue of the EUWA; (ii) eligible counterparties, as defined in MiFID II and the FCA's Conduct of Business Sourcebook ("COBS") and (iii) eligible for distribution through all distribution channels as are permitted by MiFID II and the UK Product Governance Requirements (the "Target Market Assessment").

Notwithstanding the Target Market Assessment, Distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing 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 Initial Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Bookrunners 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 COBS; 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 Placing Shares.

Each Distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.