27th Jan 2010 14:36
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN OR ANY JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION IS UNLAWFUL.
Greenko Group PLC
("Greenko" or the "Company")
Conditional Placing to raise £72 million at 140p (the "Placing")
Greenko (AIM: GKO), the Indian owner and operator of clean energy projects, announces that the Company has today raised approximately £72 million (before expenses) by way of a placing by Arden Partners plc ("Arden Partners") and Mirabaud Securities LLP ("Mirabaud") of 51,429,000 new ordinary shares of €0.005 each ("Ordinary Shares") in the capital of the Company (the "Placing Shares") with institutional and other investors at a price of 140 pence per share (the "Placing Price"). The Placing is being underwritten by Arden Partners (other than in respect of the Placing Shares totalling £21 million placed with TPG Growth as a lead investor as described below and certain unrelated offshore funds). The Placing Price is at a discount of approximately 1.4 per cent. to the closing middle market price of 142 pence of an Ordinary Share (as derived from the daily Official List of the London Stock Exchange) on 26 January 2010, the latest date prior to this announcement.
The Placing is conditional, amongst other things, on shareholder consent and the admission of the Placing Shares to trading on AIM ("Admission"). A circular will be sent to shareholders convening an Extraordinary General Meeting of the Company (the" Extraordinary General Meeting") for Monday 22 February 2010 at which resolutions will be proposed to:
(a) increase the authorised share capital of the Company; and (b) provide the authority to the directors of the Company (the "Directors") to allot the Placing Shares and to disapply pre-emption rights in connection with the allotment of the Placing Shares.
It is expected that Admission will occur, and dealings in the Placing Shares will begin, at 8.00 a.m. on 23 February 2010.
As part of the Placing arrangements an affiliate of TPG Growth will be subscribing for Placing Shares representing the first significant investment in clean energy in India by TPG. TPG Growth is the growth equity investment platform of TPG, the global private investment firm. TPG has approximately $45 billion of assets under management and has extensive experience and investments in the energy, power and commodities sectors including Energy Future Holdings (formerly TXU), Valerus Compression Services, Texas Genco, Kraton Polymers and the Vita Group.
The Placing Shares represent approximately 43.1 per cent. of the enlarged issued ordinary share capital of the Company. The Placing Shares will, when issued, rank pari passu in all respects with the existing issued Ordinary Shares, including the right to receive any dividends and other distributions declared after Admission.
Aloe Environment Fund and Aloe Environment Fund II, the original investors in Greenko have indicated that they intend to vote in favour of the resolutions to be proposed at the Extraordinary General Meeting in respect of their shareholding of 21,314,980 Ordinary Shares, representing 31.35 per cent. of the current ordinary share capital. In addition, the Directors have indicated that they intend to vote in favour of the resolutions to be proposed at the Extraordinary General Meeting in respect of their shareholdings which total 8,422,000 Ordinary Shares, representing 12.39 per cent. of the current ordinary share capital.
Commenting on the Placing, Anil Chalamalasetty, Chief Executive, said:
"We are delighted with the support from many of our existing major investors and in particular from new institutional investors. The support of an investor of TPG's calibre is a significant affirmation of Greenko`s position as a leading clean energy company within India. The proceeds from the Placing will help fund Greenko to reach its near term strategic objectives."
Commenting on the growth of the company, Vivek Tandon, Non-Executive Director and Co-Founder of Aloe Private Equity said:
"Greenko has gone from strength to strength over the years. The management continue to meet their commitments to investors and we believe that this additional capital raising will enable Greenko to deliver accelerated growth and enhance shareholder value."
For further information please contact:
Greenko Group PLC
Anil Chalamalasetty +91 (0)98 4964 3333
Mahesh Kolli +91 (0)99 4958 6332
Arden Partners plc (Nomad and broker)
Chris Hardie +44 (0)20 7614 5900
Adrian Trimmings
John Goold(sales) +44 (0)20 7614 5960
Mirabaud Securities LLP
Peter Krens +44 (0)20 7321 2508
Kam Bansil +44 (0)7779 229 508
Cardew Group
Rupert Pittman +44 (0)20 7930 0777
Jamie Milton
Catherine Maitland
This Announcement has been issued by, and is the sole responsibility of, Greenko Group plc.
This announcement is for information purposes only and does not constitute an offer to sell or an invitation to subscribe for or a solicitation of an offer to buy or subscribe for any securities in any jurisdiction including in which such an offer or solicitation is unlawful and is not for distribution in or into, without limitation, the United Kingdom, the United States, Canada, Australia or Japan (the "Excluded Territories"), or to US persons (within the meaning of Regulation S of the United States Securities Act 1933 (as amended) (the "Securities Act").
The Placing Shares have not been and will not be registered under the Securities Act or under the applicable securities laws of any state in the United States or any Excluded Territory and, unless an exemption under such act or laws is available may not be offered for sale or subscription or sold or subscribed directly or indirectly within the Excluded Territories or for the account or benefit of any national, resident or citizen of the Excluded Territories. No public offering of securities will be made in the United States. The distribution of this announcement in other jurisdictions may be restricted by law and therefore persons into whose possession this announcement 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 such jurisdictions.
Arden Partners, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Greenko and for no one else in connection with the Placing and will not be responsible to anyone other than Greenko for providing the protections afforded to clients of Arden Partners nor for providing advice in relation to the Placing or any other matters referred to in this announcement.
Mirabaud Securities, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Greenko and for no one else in connection with this announcement and will not be responsible to anyone other than Greenko for providing the protections afforded to clients of Mirabaud Securities nor for providing advice in relation to this announcement or any other matters referred to in this announcement.
The contents of this announcement are not to be construed as legal, financial or tax advice. If necessary, each recipient of this announcement should consult his, her or its own legal adviser, financial adviser or tax adviser for legal, financial or tax advice.
This announcement contains certain statements that are or may be "forward-looking statements". These statements typically contain words such as "intends", "expects", "anticipates", "estimates" and words of similar import. All the statements other than statements of historical facts included in this announcement, including, without limitation, those regarding Greenko's financial position, business strategy, plans and objectives of management for future operations (including development plans and objectives relating to Greenko's products and services) are forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future and therefore undue reliance should not be placed on such forward-looking statements. There are a number of factors that could cause the actual results, performance or achievements of Greenko or those markets and economies to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding Greenko's present and future business strategies and the environment in which Greenko will operate in the future and such assumptions may or may not prove to be correct. Forward-looking statements speak only as at the date they are made. Neither Greenko, Arden Partners, Mirabaud Securities nor any other person undertakes any obligation (other than, in the case of Greenko, pursuant to the AIM Rules) to update publicly any of the information contained in this announcement, including any forward-looking statements, in the light of new information, change in circumstances or future events.
Any indication in this Announcement of the price at which ordinary shares have been bought or sold in the past cannot be relied upon as a guide to future performance. 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.
This Announcement does not constitute a recommendation regarding the Placing. The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the shares.
The Placing Shares will not be admitted to trading on any stock exchange other than the AIM Market of the London Stock Exchange plc.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS DIRECTED ONLY AT: (A) PERSONS WHO ARE QUALIFIED INVESTORS AS DEFINED IN SECTION 86(7) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED, BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE EU PROSPECTUS DIRECTIVE (WHICH MEANS DIRECTIVE 2003/71/EC AND INCLUDES ANY RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE) (THE "PROSPECTUS DIRECTIVE"); AND (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR THE SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
Related Shares:
GKO.L