Greencoat UK Wind PLC Share Issuance Programme October 2017 IMPORTANT: You Must Read the Following Before Continuing
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GREENCOAT UK WIND Greencoat UK Wind PLC Share Issuance Programme October 2017 IMPORTANT: You must read the following before continuing. The following applies to the prospectus (the ‘‘Prospectus’’) which follows, and you are therefore advised to read this carefully before reading, accessing or making any other use of the Prospectus. In accessing the Prospectus, you agree to be bound by the following terms and conditions, including any modifications made to them from time to time by Greencoat UK Wind PLC (the ‘‘Company’’) as a result of such access. The Prospectus has been prepared solely in connection with the proposed share issuance programme of the securities described in the Prospectus (the ‘‘New Shares’’) in the United Kingdom and the marketing of the New Shares in certain other countries outside the United Kingdom. This document and any offer if made subsequently is subject to the Alternative Investment Fund Managers Directive (‘‘AIFMD’’) as implemented by Member States of the European Economic Area. Outside of the United Kingdom, this document and any offer if made subsequently is directed only at professional investors in the following member states: Ireland, Germany, Belgium, the Netherlands and Sweden (together with the United Kingdom, the ‘‘Eligible Member States’’). The Company’s 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 document 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. This document is only addressed to and directed at persons in Eligible Member States who are ‘‘qualified investors’’ within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/ EU, to the extent implemented in the Relevant Member State)) (‘‘Qualified Investors’’). If you are located in the EEA but outside the UK, by accepting this document, you warrant, represent, acknowledge and agree that: (i) you are a Qualified Investor; (ii) you not are a recipient in an Ineligible Member State; and (iii) you have read, agree to and will comply with the contents of this notice. PLEASE DO NOT DISTRIBUTE OR COPY THE INFORMATION CONTAINED IN THIS DOCUMENT. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE COMPANY IS NOT REGISTERED UNDER THE US INVESTMENT COMPANY ACT OF 1940, AS AMENDED. IN ADDITION, THE SECURITIES DESCRIBED IN THE PROSPECTUS HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE ‘‘SECURITIES ACT’’) OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO OR FOR THE ACCOUNT OR BENEFIT OF US PERSONS (AS SUCH TERMS ARE DEFINED IN REGULATION S UNDER THE SECURITIES ACT (‘‘REGULATION S’’)) EXCEPT (1) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S OR (2) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR JURISDICTION OF THE UNITED STATES. THIS NOTICE AND THE FOLLOWING PROSPECTUS MAY NOT BE REPRODUCED OR REDISTRIBUTED, FORWARDED OR PASSED ON IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, TO ANY OTHER PERSON. THE DISTRIBUTION OF THIS PROSPECTUS IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW AND PERSONS INTO WHOSE POSSESSION THIS DOCUMENT COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, ANY SUCH RESTRICTIONS. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF ANY SUCH JURISDICTIONS. BY ACCESSING THE PROSPECTUS, YOU AGREE TO BE BOUND BY THE LIMITATIONS SET OUT HEREIN. Confirmation of Your Representation: In order to be eligible to view the Prospectus or make an investment decision with respect to the securities, you must be a person that is outside the United States within the meaning of Regulation S. By accessing the Prospectus, you shall be deemed to have made the above representation and consented to accessing of this Prospectus on a website. This Prospectus is in electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of transmission, and consequently none of RBC Europe Limited (trading as RBC Capital Markets), Greencoat Capital LLP (each a ‘‘Party’’, together the ‘‘Parties’’) nor the Company, or any person who controls any of them, nor any director, officer, employee or agent of any Party or the Company nor any affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between this Prospectus in electronic format and the hard copy version available to you on request from the Parties. None of the Parties nor any of their respective affiliates accepts any responsibility whatsoever for the contents of this notice or the Prospectus or for any other statement made or purported to be made by them or on their behalf, in connection with the Company or the New Shares or the offering referred to herein. The Parties and each of their affiliates disclaim all and any liability whether arising in tort, contract or otherwise which they might otherwise have in respect of the electronic transmission, the Prospectus or any such statement. No representation or warranty, express or implied, is made by any of the Parties or any of their respective affiliates as to the accuracy, completeness or sufficiency of the information set out in this electronic transmission or the Prospectus. You are responsible for protecting against viruses and other destructive items. Your receipt of this electronic transmission is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature. 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 Element Disclosure Disclosure requirement A.1 Warning This summary should be read as an introduction to the Securities Note and Registration Document (together with this summary, the Prospectus). Any decision to invest in the securities should be based on consideration of the Prospectus as a whole by the investor. Where a claim relating to the information contained in a prospectus is brought before a court, the plaintiff investor might, under the national legislation of the Member States, have to bear the costs of translating such prospectus before the legal proceedings are initiated. Civil liability attaches only to those persons who have tabled the summary including any translation thereof, but only if the summary is misleading, inaccurate or inconsistent when read together with the other parts of the prospectus or it does not provide, when read together with the other parts of the prospectus, key information in order to aid investors when considering whether to invest in such securities. A.2 Subsequent resale Not applicable. The Company is not engaging any financial of securities or final intermediaries for any resale of securities or final placement of placement of securities requiring a prospectus after publication of this document. securities through financial intermediaries Section B – Issuer Element Disclosure Disclosure requirement B.1 Legal and commercial The issuer’s legal and commercial name is Greencoat UK Wind name PLC. B.2 Domicile and legal The Company was incorporated in England and Wales on form 4 December 2012 with registered number 08318092 as a public company with an unlimited life under the Companies Act 2006. B.5 Group description The Company makes its investments via Holdco, a wholly-owned subsidiary. Holdco invests either directly or indirectly in the SPVs which own the wind farms. 1 B.6 Major shareholders As at the close of business on 11 October 2017 (the latest practicable date prior to publication of the Prospectus), the interests of the Directors and PDMRs and their connected persons in the share capital of the Company are as follows: * Tim Ingram and his spouse hold 328,214 Ordinary Shares. * Shonaid Jemmett-Page and her spouse hold 55,842 Ordinary Shares. * William Rickett and members of his family hold 37,500 Ordinary Shares. * Martin McAdam holds 70,270 Ordinary Shares. * Dan Badger and his spouse hold 25,425 Ordinary Shares. * Stephen Lilley and his spouse hold 84,843 Ordinary Shares. * Laurence Fumagalli and his spouse hold 75,000 Ordinary Shares. * Bertrand Gautier holds 288,181 Ordinary Shares. Insofar as is known to the Company, as at the close of business on 11 October 2017 (the latest practicable date prior to publication of the Prospectus) the following registered