6th Feb 2013 07:00
For Immediate Release | 6 February 2013 |
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN
This announcement is an advertisement and not a prospectus. Investors should not purchase or subscribe for any transferable securities referred to in this announcement except on the basis of information in the prospectus (the "Prospectus") to be published by Greencoat UK Wind PLC in due course in connection with the initial public offering and the admission of its ordinary shares (the "Ordinary Shares") to the premium segment of the Official List of the UK Listing Authority (the "Official List") and to trading on London Stock Exchange plc's main market for listed securities (the "London Stock Exchange"). A copy of the Prospectus will, following publication, be available from http://stage.ukwind.emperor-design.com/. This announcement is not an offer to sell, or a solicitation of an offer to acquire, securities in the United States or in any other jurisdiction. Neither this announcement nor any part of it shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever.
Greencoat UK Wind PLC: Announcement of intention to raise a minimum £205 million and list on the Main Market of the London Stock Exchange
Greencoat UK Wind PLC ("Greencoat UK Wind" or the "Company") today announces its intention to launch an initial public offering. The Company is seeking to raise £205 million by means of Deeds of Subscription, a Placing and an Offer for Subscription of Ordinary Shares, with the option to increase the size of the Issue by up to £55 million. The Company will be fully invested from launch as it has signed agreements to acquire a seed portfolio of operational UK wind farms from two major utilities: RWE and SSE.
Application will be made to the UK Listing Authority for all of the Ordinary Shares to be admitted to the Official List (premium listing) and to the London Stock Exchange for all such Ordinary Shares to be admitted to trading on the London Stock Exchange's main market for listed securities. The Company is structured as a closed-ended infrastructure investment company with an indefinite life.
Key Highlights
- Exposure to UK wind generation through a premium listed vehicle - the first of its kind: On launch, Greencoat UK Wind will be fully invested solely in operating UK wind farms which will produce income immediately
- Attractive and inflating dividend: Greencoat UK Wind will aim to provide shareholders with a sustainable income stream through an initial annual 6p1 dividend (pro-rated in 2013 for the period between Admission and 31 December 2013) on the issue price of 100p. Given the nature of the Company's income streams, the Board intends to increase the dividend in line with Retail Price Index (RPI) inflation
- Capital preservation: Greencoat UK Wind will aim to preserve capital on a real basis by reinvesting excess cashflow in additional operating UK wind farms and through prudent use of portfolio leverage
- Predictable and supportive regulation: the Company's portfolio benefits from strong UK Government regulatory support for operating renewable energy assets, including 'grandfathering' of the support regime for existing assets through the recent Electricity Market Reform process
- Downside protection: the nature of the Company's revenues, approximately half of which are derived from "green benefits", provides sufficient dividend cover to protect against key sensitivities
- Upside from power price exposure: in maintaining a controlled exposure to the power price, the Company would benefit from future power prices increases above market expectations
- Experienced management team: the Company will be managed by an experienced team of senior executives from Greencoat Capital LLP ("Greencoat Capital"), the cleantech and renewables focused investment management firm, and overseen by a strong and experienced independent board
- Cornerstone investors: The Department for Business, Innovation and Skills has committed to subscribe for 50 million Ordinary Shares. SSE is contributing part of the seed portfolio and has committed to subscribe for up to 43 million Ordinary Shares (subject to priority scale back to not less than 10 million Ordinary Shares).
Commenting on the announcement, Stephen Lilley, Partner of Greencoat Capital, said:
"Operating wind farms should make attractive investment assets, particularly for investors seeking long-term, predictable returns. Greencoat UK Wind represents the first opportunity to invest into a listed infrastructure fund, fully invested in operating UK wind farms."
Tim Ingram, Non-Executive Chairman, Greencoat UK Wind said:
"With an anticipated initial dividend yield of 6%, limited planned gearing, and investment only in proven operating wind farms, Greencoat UK Wind offers a very attractive opportunity for investors seeking a sustainable and growing return on their investment."
Summary
Greencoat UK Wind PLC, a closed-ended infrastructure investment company with an indefinite life, today announces its intention to launch an initial public offering. The Company is seeking to raise £205 million by means of Deeds of Subscription, a Placing and Offer for Subscription of Ordinary Shares, with the option to increase the size of the Issue by up to £55 million. The Company will be fully invested (taking account of working capital requirements) from launch, as it has signed agreements to acquire a seed portfolio of operational UK wind farms from two major utilities: RWE and SSE.
Application will be made to the UK Listing Authority for all of the Ordinary Shares to be admitted to the Official List (premium listing) and to the London Stock Exchange for all such Ordinary Shares to be admitted to trading on the London Stock Exchange's main market for listed securities. It is expected that such admission will become effective, and that dealings in the Ordinary Shares will commence, in March 2013 and that the Prospectus is expected to be published in the week commencing 18 February 2013.
Investment Objective and Target Returns2
Over a long-term horizon, the Company's aim is to provide investors with a 6p dividend per Ordinary Share that increases in line with 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.
The Company intends to target returns to investors equivalent to an IRR net of fees and expenses of 8% to 9%. The Company will seek to enhance these returns through active management of the wind farms. The Company will look to grow the Company's investment portfolio through the acquisition of further investments in operating UK wind farms. Excess cashflow is likely to be reinvested by paying-down any outstanding acquisition debt.
The Company intends to pay an initial 6p dividend per Ordinary Share (pro-rated in 2013 for the period between Admission and 31 December 2013) on the issue price of 100p. Given the nature of the Company's income streams, the Board intends to increase the dividend in line with Retail Prices Index inflation and expects to pay an adjusted pro rata interim dividend in August 2013 for the period commencing on Admission and ending on 30 June 2013.
Investment Opportunity
The Directors believe that an investment in the Company offers the following attractive characteristics:
Strong regulatory support and favourable wind climate
A combination of the UK Government's strong regulatory support for renewable energy and the UK's favourable wind climate should enable the Company to provide investors with an attractive financial return from a portfolio of operational wind energy generation assets in the UK.
Attractive seed portfolio
The Company has signed agreements to acquire an investment in a 126.5MW (net capacity) seed portfolio of six wind farms (with no external project debt on acquisition) located in the UK. This seed portfolio is currently owned and operated (and will continue to be operated) by experienced industry players RWE and SSE.
Controlled exposure to power prices
Approximately half of the Company's revenues are expected to be derived from "green benefits", the payments (including Renewables Obligation Certificates) to which the Company's portfolio is entitled for generating rewewable energy. The Directors consider that this provides sufficient revenue stability to allow the Company to retain long-term exposure to the expected rise in the wholesale electricity price.
Inflation linkage
The express indexation of that portion of the wind farm revenues derived from green benefits and the degree of inflation linkage of the wholesale electricity price and of operating costs provide the Company with cash flows which should be correlated with inflation, in the medium term.
Potential for future acquisitions
The UK has a legally binding obligation to ensure that 15% of primary energy use is derived from renewable sources by 2020. The Board considers that the utility owners and developers of operating UK wind farms will seek to attract new and long-term focused capital into the sector, either through outright sales of, or co-investments into, operating wind farm assets. This should allow the current owners of such assets to reinvest the capital into their existing development programmes. Such sales should provide opportunities for the Company to enlarge its portfolio by making further investments.
The Company is well-placed to benefit from this development because:
·; The Company intends to be a long term owner of operating assets;
·; The Company does not need long-term fixed price power purchase agreements (PPAs) as it wants to retain controlled exposure to power prices. This is attractive to the utility sellers who do not like the negative rating implications of long-term PPAs associated with project finance used by many other potential buyers; and
·; The Company should be an attractive financial co-investment partner for these utility owners as they generally, and similarly, do not finance wind farms using secured project finance debt.
Independent Board and Experienced Investment Manager
The Board is comprised of individuals from relevant and complementary backgrounds, offering experience in the investment management of listed funds, as well as in the energy sector both from a public policy and a commercial perspective.
The Company has appointed Greencoat Capital, which has an experienced management team in the cleantech and renewable infrastructure sectors, as its Investment Manager.
The Seed Portfolio
The Company has signed agreements to acquire a seed portfolio of interests in six wind farms comprising a net capacity of 126.5 MW. All of these assets are onshore except for Rhyl Flats.
This is structured as agreements to acquire interests in four wind farms, totalling a net capacity of 102 MW, should the Company raise £205 million: 50% of Braes of Doune, 25% of Little Cheyne Court, 100% of Tappaghan and 24.95% of Rhyl Flats. The UK Green Investment Bank is also acquiring a 24.95% interest in Rhyl Flats. These agreements are subject to Admission and certain other conditions.
As part of these agreements, the Company has also agreed separately exercisable call options (exercisable within 60 days) to acquire further interests in wind farms comprising an additional net capacity of 24.5 MW: an additional 16% interest in Little Cheyne Court and 100% interests in Bin Mountain and Carcant wind farms. These options will be exercised at Admission if the Company raises £260 million under the Issue. If the Issue is less than £260 million, it is intended that the Company will document and sign a debt facility to allow it to exercise the options within the time limit.
The day-to-day operations of the wind farm assets in the seed portfolio will continue to be performed by RWE and SSE respectively.
Investment Manager
The Company has appointed Greencoat Capital LLP (an experienced investment firm in the renewable energy sector and which is regulated in the UK by the FSA) as Investment Manager. In such capacity it will act as Investment Manager to the Company within the strategic guidelines set out in the investment policy and subject to the overall supervision (including approving acquisitions) of the Board.
Stephen Lilley and Laurence Fumagalli will lead the Investment Manager's team managing the Company's investments, including the provision of investment advisory and management services relating to acquisitions and the ongoing management of the assets. The asset management role encompasses the placing and managing of operational contracts, management of operational risks, advising the Board on the management of power price exposure and preparation of reports for the Board. In addition, the Investment Manager will identify asset and portfolio efficiencies.
The Board
The Company has a strong Board of independent non-executive directors from relevant and complementary backgrounds, offering experience in the investment management of listed funds, as well as in the energy sector both from a public policy and a commercial perspective. The Board will be chaired by Tim Ingram, former chief executive of Caledonia Investments from 2002 until 2010 and will also comprise Shonaid Jemmett-Page, former KPMG partner Financial Services, and William Rickett, former Director General for the Department of Energy & Climate Change. The Company intends to appoint a fourth director to the Board post-Admission.
Cornerstone Investors
The Department for Business, Innovation and Skills has committed to subscribe for 50 million Ordinary Shares pursuant to a deed of subscription with the Company, conditional on Admission.
SSE has committed to subscribe for up to 43 million Ordinary Shares (subject to priority scale back to not less than 10 million Ordinary Shares) pursuant to a deed of subscription with the Company, conditional on Admission.
In addition, Directors and individuals connected with the Investment Manager have confirmed that they intend to apply for over 0.5 million of Ordinary Shares in the Issue.
Each of the cornerstone investors, Directors and individuals connected with the Investment Manager will be subject to a lock-up restriction of one year. A summary of these arrangements will be provided in the Prospectus.
Investment Policy
The Company's investment policy includes, inter alia, the following:
The Company will invest in a portfolio of wind farm projects predominantly with a capacity of over 10 MW. 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% of the Gross Asset Value at acquisition. The Directors will ensure that the Company will only invest in an offshore wind farm where a utility company retains an equity interest for a lock-up period.
The Company will seek to acquire 100 per cent., majority or minority interests in individual wind farms. These will usually be held through Special Purpose Vehicles (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.
It is the Company's intention that when any new acquisition is made, no wind farm project acquired will have an acquisition price greater than 25 per cent. of the Gross Asset Value of the Group immediately post-acquisition (and in no circumstances will a new acquisition exceed a maximum limit of 30 per cent. of the Gross Asset Value of the Group immediately post-acquisition).
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.
The Company will retain exposure to UK power prices by entering into PPAs that avoid fixing price of power sold over the long term. The Company may enter into PPAs or hedging contracts that fix the price of electricity sold for short periods of time.
The Company intends to make prudent use of portfolio level leverage to finance the acquisition of investments and to preserve capital on a real basis. The Company expects that the total of short-term acquisition financing and long-term debt will be between zero and 40 per cent. of Gross Asset Value of the Group at any time, with average total debt being approximately 30 per cent. in the longer term. There will be a third party borrowing limit of 40 per cent. of Gross Asset Value calculated immediately after the borrowing has been drawn down.
The Company will not employ staff, and will engage experienced third parties to operate the wind farms in which it owns interests.
For further details contact:
Greencoat Capital LLP | 020 7832 9425 |
Stephen Lilley | |
Laurence Fumagalli | |
Richard Nourse | |
Tom Rayner | |
RBC Capital Markets (Sole Global Coordinator, Sponsor and Joint Bookrunner) | 020 7653 4000 |
Dai Clement | |
Lorna Shearin | |
Matthew Coakes | |
Barclays Bank PLC (Joint Bookrunner) | 020 7623 2323 |
Iain Smedley | |
Adam Welham | |
Winterflood Securities Ltd (Co-Lead Manager) | 020 3100 0000 |
Darren Willis | |
Tulchan Communications | 020 7353 4200 |
Stephen Malthouse | |
David Shriver |
Definitions
SSE Scottish & Southern Energy PLC or any subsidiary as the context requires
RWE RWE AG or any subsidiary as the context requires
Group the Company, Greencoat UK Wind 1 LLP and their subsidiaries from time to time or any one or more of them as the context requires.
Appendix: Biographies
Directors
The Directors are all non-executive and are all independent of the Investment Manager.
Tim Ingram(Chairman), aged 65, is an experienced Chairman and Chief Executive, with a long executive career in financial services and a non-executive portfolio spanning a variety of sectors including business management software and services, real estate, manufacturing, investment trusts and commercial and investment banking.
Tim's early executive career was in international banking with Grindlays and ANZ Banking Group. He was an executive director of Abbey National plc (now part of Santander) from 1996 to 2002. After leaving Abbey National, he became Chief Executive of Caledonia Investments plc from 2002 until his retirement in July 2010.
He was chairman of Collins Stewart Hawkpoint plc from 2010 until it was acquired by Canaccord Financial Inc. in March 2012. Since October 2012 he has been chairman of APCIMS (the Association of Private Client Investment Managers and Stockbrokers). He became chairman of RSM Tenon plc in May 2012. He was a non-executive director, and later Senior Independent Director, of Sage plc from 2002 to 2011, a non-executive director, and later Senior Independent Director, of Savills plc from 2002 to 2012, and a non-executive director of Alliance Trust plc from 2010 to 2012. He has been a non-executive director of Alok Industries Ltd, an Indian quoted company, since 2005.
Shonaid Jemmett-Page, FCA (Director), aged 52, is an experienced non-executive director in the energy and financial sectors. She is currently a non-executive director of GKN plc, APR Energy plc, Close Brothers Group plc, Amlin plc and Origo Partners plc. She serves on the Audit Committees of all of these companies and chairs those of APR Energy plc and Origo Partners plc. She also sits on the Risk Committees of Close Brothers Group plc and Amlin plc. Shonaid is also the Sustainability Committee Chair of the Institute of Chartered Accountants in England and Wales (ICAEW).
Shonaid spent twenty years at KPMG, the global audit and advisory firm, in London and Tokyo, leaving the company in 2001 as Partner, Financial Services. She was a Senior Vice President, Finance and Information at Unilever plc from 2001 to 2008. In 2009 Shonaid left Unilever plc and became Chief Operating Officer of CDC Group plc, a private equity fund of funds with net assets of £2.8 billion investing in developing countries. She left this role in May 2012 to focus on her non-executive appointments.
William Rickett, C.B. (Director), aged 59, is a former Director General, Department of Energy & Climate Change, UK Government (2006-2009) with considerable experience as non-executive director of private sector companies. His current non-executive directorships include: Eggborough Power Ltd, an electricity generating company; Helius Energy plc, an AIM listed developer of new dedicated biomass power stations; Impax Environmental Markets plc, a listed investment trust specialising in the alternative energy, waste and water sectors; Cambridge Economic Policy Associates Ltd, an economic, financial and public policy consultancy with a strong energy practice; and the National Renewable Energy Centre Limited, which helps to develop renewable energy technologies.
William's Whitehall career included fifteen years of Board level experience in five government departments focusing on energy and transport. In the late 1980s he led the privatisation of the electricity industry creating the first competitive electricity market in the world. Later as Director General, Energy he drove the transformation of UK energy policy to re-establish a nuclear power programme as well as developing strategies for the deployment of renewable energy.
Greencoat Capital LLP
Greencoat Capital LLP is an investment management and advisory firm, founded in 2009, specialising in the provision of investment services to investors seeking opportunities arising from the global transition to a low carbon economy. It currently advises ESB Novusmodus LP, a €200 million fund established by ESB, the leading Irish utility company to provide capital, support and knowledge to technology companies and project developers in the renewable and cleantech sectors. Greencoat Capital LLP will manage Greencoat UK Wind.
Investment Advisory Team
Stephen Lilley has sixteen years of investment management and financing experience in addition to six years in industry. Stephen has invested over £450 million on behalf of clients into the utilities and renewable sectors including stakes in UK onshore and offshore wind assets.
Prior to joining the Investment Manager, from May 2010 Stephen led the Renewable Energy Infrastructure Asset Management team at Climate Change Capital (CCC). Prior to that, he was with M&G Investment Management where he was a senior director of Infracapital Partners LP, the European Infrastructure fund of the Prudential Group. During this time, Stephen led over £400 million of investments, including the acquisition of stakes in Kelda Group (Yorkshire Water), Zephyr (wind farms investment) and Meter Fit (gas/electricity metering investment). He also sat on the boards of these companies after acquisition.
Prior to this he was a director at the Financial Security Assurance where he led a number of underwritings in the infrastructure and utility finance sectors including: major transport and health PPPs; the securitisation of Kielder Water for Northumbrian Water; and the repackaging of National Grid, Northumbrian, Wessex Water and Seeboard bonds. He has also worked for the investment companies of the Serco and Kvaerner Groups.
Stephen has a BSc in Physics from Durham University, an MBA from Strathclyde Graduate Business School and holds an Investment Management Certificate.
Laurence Fumagallihas five years' investment management experience in addition to ten years project finance experience in the European power sector, with a focus on UK wind.
Prior to joining the Investment Manager, Laurence held a number of senior roles within CCC from 2006 to 2011. Initially he co-headed CCC's Advisory team, a provider of project finance, M&A, strategic and policy advice in the European renewables and clean-tech sectors. In 2007, Laurence transferred to CCC's Carbon Finance team as Managing Director responsible for origination and execution for all regions outside of China. CCC was both the investment adviser to CCC's €650 million Carbon Fund and to CCC's €100 million Carbon Managed Account. Laurence joined Stephen in the Renewable Energy Infrastructure Asset Management team in early 2011.
Prior to joining CCC, Laurence spent approximately ten years in the European power sector in project and structured finance. From 2003-2006, Laurence headed the Bank of Tokyo-Mitsubishi's London-based renewables team. Laurence has financed and advised on over one GW of installed UK wind capacity, including the Zephyr portfolio, the RES Astraeus portfolio and the UK wind portfolios of Fred Olsen and Falck Renewables. Prior to the Bank of Tokyo-Mitsubishi, Laurence worked in the power project finance team at Greenwich NatWest (formally NatWest Markets).
Laurence holds an MA in Mathematics and Philosophy from University College, Oxford and a MSc in Economics and Political Science from the California Institute of Technology (Caltech).
Disclaimer
The contents of this announcement, which have been prepared by and are the sole responsibility of Greencoat UK Wind PLC ("Greencoat UK Wind" or the "Company"), have been approved by Greencoat Capital LLP ("Greencoat Capital" or the "Investment Manager"), solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000 ("FSMA").
The information in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. The material set forth herein is for information purposes only and is not intended, and should not be construed, as an offer of securities for sale in the United States or any other jurisdiction.
This announcement is an advertisement and not a prospectus and investors should not purchase any Ordinary Shares referred to in this announcement except on the basis of information in the prospectus (the "Prospectus") to be published by the Company in due course in connection with the admission (the "Admission") of the Ordinary Shares to the premium listing segment of the Official List and to trading on London Stock Exchange plc's main market for listed securities.
This announcement is not for publication or distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, South Africa or Japan. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement does not contain or constitute an offer for sale of, or the solicitation of an offer or an invitation to buy or subscribe for, Ordinary Shares to any person in the United States, Australia, Canada, South Africa or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful.
The Company will not be registered under the US Investment Company Act of 1940, as amended. In addition, the Ordinary Shares referred to herein have not been and will not be registered under the US Securities Act of 1933 (the "Securities Act") or under the securities laws of any state of the United States and may not be offered or sold in the United States or to or for the account or benefit of US persons absent registration or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable State securities laws. The offer and sale of Ordinary Shares referred to herein has not been and will not be registered under the Securities Act or under the applicable securities laws of any state, province or territory of Australia, Canada, South Africa or Japan. Subject to certain exceptions, the Ordinary Shares referred to herein may not be offered or sold in Australia, Canada, South Africa or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, South Africa or Japan. There will be no public offer of the Ordinary Shares in the United States, Australia, Canada, South Africa or Japan.
Each of the Company, Greencoat Capital, RBC Europe Limited (trading as RBC Capital Markets) ("RBC"), Barclays Bank PLC ("Barclays"), Winterflood Securities Limited ("Winterflood") and their respective affiliates expressly disclaim any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise.
Any purchase of Ordinary Shares in the proposed initial public offering should be made solely on the basis of the information contained in the final Prospectus to be issued by the Company in connection with the initial public offering and Admission. No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information contained in this announcement is given at the date of its publication (unless otherwise marked) and is subject to updating, revision and amendment when the definitive Prospectus is published. In particular, the proposals referred to herein are tentative and are subject to verification, material updating, revision and amendment.
The initial public offering timetable, including the date of Admission, may be influenced by a range of circumstances such as market conditions. There is no guarantee that the initial public offering and the Admission will occur and you should not base your financial decisions on the Company's intentions in relation to the initial public offering and Admission at this stage. Acquiring Ordinary Shares to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering making such an investment should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the initial public offering. The value of Ordinary Shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the initial public offering for the person concerned. Past performance or information in this announcement or any of the documents relating to the initial public offering cannot be relied upon as a guide to future performance.
Each of Greencoat Capital, RBC, Barclays and Winterflood is authorised and regulated in the United Kingdom by the Financial Services Authority, and is acting exclusively for the Company and no-one else in connection with the initial public offering and Admission. They will not regard any other person as their respective clients in relation to the initial public offering and Admission and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the initial public offering an Admission, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
In connection with the initial public offering and the Admission, each of RBC, Barclays and Winterflood and any of their respective affiliates, acting as investors for their own accounts, may purchase Ordinary Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Ordinary Shares and other securities of the Company or related investments in connection with the initial public offering and the Admission or otherwise. Accordingly, references in the Prospectus, once published, to the Ordinary Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by any of RBC, Barclays and Winterflood and any of their affiliates acting as investors for their own accounts. RBC, Barclays and Winterflood do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
None of the Company, Greencoat Capital, RBC, Barclays and Winterflood and any of their respective affiliates accepts any responsibility or liability whatsoever for/or makes any representation or warranty, express or implied, as to this announcement, including the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith. The Company, Greencoat Capital, RBC, Barclays and Winterflood and their respective affiliates accordingly disclaim all and any liability whether arising in tort, contract or otherwise which they might otherwise have in respect of this announcement or its contents or otherwise arising in connection therewith.
This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements involve known and unknown risks and uncertainties, many of which are beyond the Company's control and all of which are based on the Company's board of directors' current beliefs and expectations about future events. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the Company's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's business, the results of operations, financial condition prospects, growth and dividend policy of the Company and the industry in which it operates. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance.
These forward-looking statements and other statements contained in this announcement regarding matters that are not historical facts involve predictions. No assurance can be given that such future results will be achieved; actual events or results may differ materially as a result of risks and uncertainties facing the Company. Such risks and uncertainties could cause actual results to vary materially from the future results indicated, expressed or implied in such forward-looking statements. Forward looking statements speak only as of the date of this announcement.
Certain figures contained in this announcement, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this document may not conform exactly with the total figure given.
1 These are only targets and not profit forecasts. There can be no assurance that these targets can or will be met and it should not be seen as an indication of the Company's expected or actual results or returns. Accordingly investors should not place any reliance on these targets in deciding whether to invest in Ordinary Shares nor should they assume that the Company will make any distributions at all.
2 These are only targets and not profit forecasts. There can be no assurance that these targets can or will be met and it should not be seen as an indication of the Company's expected or actual results or returns. Accordingly investors should not place any reliance on these targets in deciding whether to invest in Ordinary Shares nor should they assume that the Company will make any distributions at all.
Related Shares:
SSE