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Greensphere Capital THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document you should consult a person authorised for the purposes of FSMA who specialises in advising on the acquisition of shares and other securities. A copy of this document, which comprises a prospectus relating to Greensphere Capital PLC, prepared in accordance with the Prospectus Rules of the FCA made pursuant to section 73A of FSMA, has been delivered to the FCA and has been made available to the public in accordance with Rule 3.2 of the Prospectus Rules. Applications will be made to the London Stock Exchange for all of the Shares currently in issue and issued pursuant to the Issue and the Placing Programme to be admitted to the premium segment of the Official List and to trading on the Main Market. It is expected that Admission in respect of the Issue will become effective, and that dealings in the Ordinary Shares issued pursuant to the Issue will commence, on 20 December 2017. It is expected that Admissions in respect of the Placing Programme will become effective, and that dealings in the Shares issued pursuant to the Placing Programme will take place between 21 December 2017 and 29 November 2018. All dealings in Shares prior to the commencement of unconditional dealings will be at the sole risk of the parties concerned. The Shares are not dealt in on any other recognised investment exchanges and no applications for the Shares to be traded on such other exchanges have been made or are currently expected. The Company and its Directors, whose names appear in the section of this document headed ‘‘Directors, Agents and Advisers’’, accept responsibility for the information contained herein. To the best of the knowledge of the Company and the Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information. Prospective investors should read this entire document and, in particular, the matters set out in the section headed ‘‘Risk Factors’’ in this Prospectus, when considering an investment in the Company. GREENSPHERE CAPITAL PLC (incorporated in England and Wales under the Companies Act 2006 with registered number 11015451 and registered as an investment company under section 833 of the Companies Act 2006) PLACING and OFFER FOR SUBSCRIPTION of up to 500 million Ordinary Shares of US$0.01 each at an Issue Price of US$1.00 per Ordinary Share PLACING PROGRAMME of up to 500 million Ordinary Shares and/or C Shares ADMISSION TO THE OFFICIAL LIST AND TRADING ON THE PREMIUM SEGMENT OF THE LONDON STOCK EXCHANGE’S MAIN MARKET FOR LISTED SECURITIES Sponsor, Broker, Financial Adviser and Bookrunner NUMIS SECURITIES LIMITED Numis, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is the sponsor to the Company. Numis is acting exclusively for the Company and for no- one else in relation to the Issue and the Placing Programme. Numis will not regard any other person (whether or not a recipient of this Prospectus) as its client in relation to the Issue and the Placing Programme and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing any advice in relation to the Issue, the Placing Programme, the contents of this Prospectus or any transaction or arrangement referred to in this Prospectus. Apart from the responsibilities and liabilities, if any, which may be imposed on Numis by FSMA or the regulatory regime established thereunder, Numis does not make any representation express or implied in relation to, nor accepts any responsibility whatsoever for, the contents of this Prospectus or any other statement made or purported to be made by it or on its behalf in connection with the Company, Greensphere Advisors, Greensphere Capital Partners, Ecofin, the Shares, the Issue or the Placing Programme. Numis accordingly, to the fullest extent permissible by law, disclaims all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above) which it might have in respect of this Prospectus or any other statement. The Shares have not been and will not be registered under the US Securities Act, or the securities laws of any other jurisdiction of the United States, or under any of the relevant securities laws of Canada, the Republic of South Africa, New Zealand or Japan or their respective territories or possessions. The Shares may not (unless any exemption from such registration or laws is available) be offered or sold, directly or indirectly, within the United States, or to, or for the account or benefit of, US persons (as defined in Regulation S under the US Securities Act) or in Canada, the Republic of South Africa, New Zealand or Japan or their respective provinces, territories or possessions. No public offering of the Shares is being made in the United States. The Shares are being offered and sold only outside the United States to non-US Persons in ‘‘offshore transactions’’ within the meaning of, and in reliance on, Regulation S. The Company has not been and will not be registered under the United States Investment Company Act of 1940, as amended (the ‘‘US Investment Company Act’’) and, as such, investors will not be entitled to the benefits of the US Investment Company Act. A US Person that acquires Shares may be required to sell or transfer these Shares to a person qualified to hold Shares or forfeit the Shares if the transfer is not made in a timely manner. Prospective investors should consider carefully (to the extent relevant to them) the notices to residents of various countries set out in Part 9 of this Prospectus. This Prospectus is dated 30 November 2017. ii CONTENTS SUMMARY 1 RISK FACTORS 14 IMPORTANT INFORMATION 40 EXPECTED TIMETABLE AND STATISTICS 44 DIRECTORS, AGENTS AND ADVISERS 46 HIGHLIGHTS 47 PART 1: INVESTMENT OBJECTIVE, POLICY AND STRATEGY 49 PART 2: BACKGROUND TO THE SUSTAINABLE INFRASTRUCTURE MARKET 59 PART 3: MANAGEMENT AND ADMINISTRATION 68 PART 4: FEES AND EXPENSES, REPORTING AND VALUATION 82 PART 5: ISSUE ARRANGEMENTS 90 PART 6: TERMS OF THE C SHARES AND THE CONVERSION RATIO 95 PART 7: TAXATION 102 PART 8: ADDITIONAL INFORMATION ON THE COMPANY 105 PART 9: RESTRICTIONS ON SALE TO OVERSEAS INVESTORS 134 PART 10: DEFINITIONS 135 APPENDIX 1 144 APPENDIX 2 150 NOTES ON HOW TO COMPLETE THE APPLICATION FORM 157 INSTRUCTIONS FOR DELIVERY OF COMPLETED APPLICATION FORMS 161 GREENSPHERE CAPITAL PLC – APPLICATION FORM 163 iii SUMMARY Summaries are made up of disclosure requirements known as ‘Elements’. These elements are numbered in Sections A-E (A.1-E.7). This summary contains all the Elements required to be included in a summary for this type of security and issuer. Because some Elements are not required to be addressed there may be gaps in the numbering sequence of the Elements. Even though an Element may be required to be inserted into the summary because of the type of security and issuer, it is possible that no relevant information can be given regarding the Element. In this case a short description of the Element is included in the summary with the mention of ‘not applicable’. Section A – Introduction and warnings A.1 Warning This summary should be read as an introduction to this Prospectus. Any decision to invest in the securities should be based on consideration of this Prospectus as a whole by the investor. Where a claim relating to the information contained in this Prospectus is brought before a court, the plaintiff investor might, under the national legislation of an EU Member State, have to bear the costs of translating this Prospectus before the legal proceedings are initiated. Civil liability attaches only to those persons who have tabled this summary including any translation thereof, but only if the summary is misleading, inaccurate or inconsistent when read together with the other parts of this Prospectus or it does not provide, when read together with the other parts of this Prospectus, key information in order to aid investors when considering whether to invest in such securities. A.2 Subsequent resale of Not applicable. No consent has been given by the issuer or any person securities or final responsible for drawing up this Prospectus for the subsequent resale or placement of securities final placement of securities by or through financial intermediaries. through financial intermediaries Section B – Issuer B.1 Legal and commercial Greensphere Capital PLC name B.2 Domicile and legal form The Company was incorporated in England and Wales under the Companies Act 2006 as a public company limited by shares on 16 October 2017 with company number 11015451 and is a closed- ended investment company. B.5 Group description Greensphere Advisors is the Company’s wholly-owned operating subsidiary. The Company will invest directly in the assets comprising the Listed Portfolio but may (but is not obliged to) make its investments in the Private Portfolio indirectly via a holding structure. B.6 Notifiable interests As at the date of this Prospectus, insofar as is known to the Company, there are no parties with a notifiable interest under English law in the Company’s capital or voting rights. The Directors are not aware of any person or persons who could, directly or indirectly, jointly or severally, exercise control over the Company. 1 Pending the allotment of Ordinary Shares pursuant to the Issue, Greensphere Capital Partners has been issued with 1 Ordinary Share.
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