Greencoat UK Wind plc (UKW), the leading listed renewable infrastructure fund, invested in UK wind farms, is announcing that it is seeking to raise up to £198 million through a placing (the "Placing") of new ordinary shares in the capital of the Company (the "Placing Shares") by way of a non-pre-emptive issuance to institutional investors at 131p per share.
Proceeds from the Placing will be used to repay or reduce borrowings under the Company's revolving credit facility to allow the Company to fund its strong pipeline of acquisition opportunities, including an acquisition in the near term and £162 million of previously announced committed acquisitions over the next 12 months.
Following the completion of the near term acquisition, and assuming that the maximum amount has been raised under the Placing, the Company expects to have outstanding gearing of 28% of Gross Asset Value, of which £700m is fixed rate term debt.
The Placing will be non-pre-emptive and launched immediately following this Announcement. RBC Europe Limited (trading as RBC Capital Markets) and Jefferies International Limited (together, the "Joint Bookrunners") are acting as joint global coordinators and joint bookrunners and Kepler Partners LLP (the "Placing Agent") is acting as placing agent in respect of the Placing pursuant to an agreement entered into between the Company, RBC Europe Limited, Jefferies International Limited and Kepler Partners LLP dated 12 February 2021 (the "Placing Agreement").
Under the terms of the Placing and conditional upon, inter alia, Admission (as defined below) (together the "Conditions"), UKW intends to place up to 150,853,600 new Ordinary Shares in the capital of the Company (up to 8.3% of the existing issued share capital) at a Placing Price of 131p per Placing Share (the "Placing Price"):
- The Placing Price of 131p represents a discount of 2.1% to the closing share price on 11 February 2021 and a discount of 5.1% to the 30 day volume weighted average price of 138.1p and a premium of 8.8% to the last reported NAV of 120.4p (as at 31 December 2020) (adjusted for the 1.775p dividend which will be paid on 26 February 2021).
- The Placing Shares will be issued fully paid and will rank pari passu with the Existing Shares. The Placing Shares will not qualify for the Q4 2020 dividend.
- The Placing is expected to be accretive to the net asset value per share of the Company, after costs.
- The Placing is not underwritten.
The Placing, which is being conducted by way of an accelerated bookbuilding process (the "Bookbuild") to qualifying new and existing investors, will be launched immediately following this announcement (being together with the appendix the "Announcement"), in accordance with the terms and conditions set out in the appendix to this Announcement.
The number of the Placing Shares will be determined at the close of the bookbuild for the Placing, expected at 5:00 p.m. on Tuesday 16 February 2021, but may close earlier or later at the absolute discretion of the Company and the Joint Bookrunners. The results of the Placing will be announced shortly thereafter.
The Placing Shares will, when issued, be subject to the Company's memorandum and articles of association. They will be credited as fully paid and will rank pari passu in all respects with the existing issued ordinary shares in the capital of the Company, including the right to receive all dividends and other distributions declared, made or paid on or in respect of such ordinary shares by reference to a record date falling after the date of issue of the Placing Shares.
The Joint Bookrunners will determine the level of demand from potential investors for participation in the Placing. The decision to proceed with the Placing after the Bookbuild shall be at the absolute discretion of the Company and the Joint Bookrunners.
To bid for shares in the Placing, investors should communicate their bid by telephone to the Joint Bookrunners or the Placing Agent. The Joint Bookrunners may choose to accept bids, either in whole or in part, on the basis of allocations determined in agreement with the Company, and may scale down any bids for this purpose on such basis as the Company and the Joint Bookrunners decide.
Application will be made for the Placing Shares to be admitted to the premium listing segment of the Official List (the "Official List") of the Financial Conduct Authority (the "FCA") and to be admitted to trading on the premium segment of the Main Market of London Stock Exchange plc (the "London Stock Exchange") (together, "Admission"). Subject to the Conditions, admission and settlement of the Placing Shares is currently expected to take place on or around 8.00 a.m. on 19 February 2021. The Placing is also conditional upon the Placing Agreement not being terminated in accordance with its terms.