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Greencoat UK Wind PLC Prospectus April 2016

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Greencoat UK Wind PLC Prospectus April 2016 GREENCOAT UKWIND Greencoat UK Wind PLC Prospectus April 2016 c111997CCL_COVER.pdf 1 15/04/2016 23:52:04 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 transaction 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 The issuer’s legal and commercial name is Greencoat UK Wind commercial 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 15 April 2016 (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 257,464 Ordinary Shares. * Shonaid Jemmett-Page and her spouse hold 23,376 Ordinary Shares. * William Rickett and members of his family hold 37,500 Ordinary Shares. * Martin McAdam holds 53,604 Ordinary Shares. * Dan Badger and his spouse hold 23,700 Ordinary Shares. * Stephen Lilley and his spouse hold 82,522 Ordinary Shares. * Laurence Fumagalli and his spouse hold 75,000 Ordinary Shares. * Bertrand Gautier holds 230,000 Ordinary Shares. Insofar as is known to the Company, as at the close of business on 15 April 2016 (the last practicable date prior to publication of the Prospectus), the following registered holdings representing a direct or indirect interest of three per cent. or more of the Company’s issued share capital: Ordinary Ordinary Shares held Shareholder Shares held (%) Newton Investment Management 45,425,689 8.96 Sarasin & Partners LLP 32,447,596 6.40 Baillie Gifford & Co Limited 29,134,477 5.75 Investec Wealth & Investment 25,791,514 5.09 Fidelity Worldwide Investment 22,805,522 4.50 Aviva Investors 17,900,089 3.53 Aberdeen Asset Management Limited 16,487,721 3.25 TD Direct Investing 15,473,722 3.05 B.7 Historical financial Selected historical financial information of the Group for the information financial periods from 4 December 2012 to 31 December 2013, 1 January 2014 to 31 December 2014 and 1 January 2015 to 31 December 2015 and for the periods from 4 December 2012 to 30 June 2013, from 1 January 2014 to 30 June 2014 and from 1 January 2015 to 30 June 2015 is set out below. The information set out in the table below has been extracted directly without material adjustment from the audited accounts of the Group for the periods from 4 December 2012 to 31 December 2013, 1 January 2014 to 31 December 2014 and 1 January 2015 to 31 December 2015 and for the periods from 4 December 2012 to 30 June 2013, from 1 January 2014 to 30 June 2014 and from 1 January 2015 to 30 June 2015. As at As at As at As at As at As at 30 June 31December 30 June 31December 30 June 31December 2013 2013 2014 2014 2015 2015 From From From From From From 4 December 4 December 1 January 1 January 1 January 1 January 2012 to 2012 to 2014 to 2014 to 2015 to 2015 to 30 June 31December 30 June 31December 30 June 31December 2013 2013 2014 2014 2015 2015 2 There has been no significant change in the financial or trading position of the Group during the period covered by the historical financial information other than: (i) First Admission; (ii) the acquisition of investments in the Portfolio and associated draw down of £130 million under an acquisition facility agreement in October and November 2013; (iii) the issue of 80,975,610 Ordinary Shares under the Company’s fundraising in December 2013 and associated prepayment of £80 million of acquisition debt; (iv) the issue of 2,000,000 Ordinary Shares to investors pursuant to a tap issue in February 2014 (v) the prepayment of £8 million of acquisition debt in March 2014; (vi) the acquisition of further investments in the Portfolio and associated draw down of £93 million under an acquisition facility agreement in June 2014; (vii) the acquisition of further investments in the Portfolio and associated draw down of £90 million under an acquisition facility agreement in August 2014; (viii) the issue of 116,822,430 Ordinary Shares under the Company’s fundraising in October 2014; (ix) the issue of 44,936,286 Ordinary Shares under the Company’s fundraising in November 2015 and associated repayment of £50 million under the Revolving Facility Agreement; and (x) the acquisition of a further investment in the Portfolio and associated draw down of £85 million under the Revolving Facility Agreement in December 2015. There has been no significant change in the financial or trading position of the Group subsequent to the period covered by the historical financial information, other than the acquisition of a 28.2 per cent. interest in Clyde SPV and associated increase in borrowings under the Long Term Facility Agreement to £100 million and Revolving Credit Facility to £225 million. B.8 Key pro forma Not applicable. No pro forma financial information has been financial information included in the Prospectus. B.9 Profit forecast Not applicable. There are no profit forecasts included within the Prospectus. B.10 Description of the Not applicable. The audit reports on the historical financial nature of any information contained within the Prospectus are not qualified. qualifications in the audit report on the historical financial information B.11 Working capital Not applicable. The Company is of the opinion, taking into account insufficiency the existing facilities available to the Group, that the working capital available to the Group is sufficient for its present requirements, which is for at least the next 12 months from the date of the Prospectus. B.34 Investment policy Investment objective The Company will invest mostly in operating UK wind farms. Over a long term horizon the Company’s aim is to provide investors with an annual dividend per Ordinary Share that increases in line with RPI inflation while preserving the capital value of its investment portfolio on a real basis through reinvestment of excess cashflow and the prudent use of portfolio leverage. 3 Investment Policy The Company will invest in a portfolio of wind farm projects predominantly with a capacity over 10MW. The substantial majority of the portfolio will be operating UK wind farm projects. The Company will invest in both onshore and offshore wind farms with the amount invested in offshore wind farms being capped at 40 per cent. of Gross Asset Value calculated immediately after each investment. The Company will seek to acquire 100 per cent, majority or minority interests in individual wind farms. These will usually be held through SPVs which hold underlying wind farms. When investing in less than 100 per cent. of the equity share capital of a wind farm SPV, the Company will secure its shareholder rights through shareholders’ agreements and other transaction documents. The Company will invest in equity and associated debt instruments when making acquisitions in wind farms. The Company will maintain or modify existing PPAs or seek to sign new PPAs between the individual wind farm SPVs in its portfolio and creditworthy UK offtakers. The Company will retain exposure to UK power prices by entering into PPAs that avoid fixing the price of power sold over the long term. The Company may enter into PPAs or hedging contracts that fix the price of electricity sold over the short to medium term. The Company intends to make investments in a wide geographical spread of projects that are situated throughout the UK and its offshore renewable energy zone.
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