Greencoat UK Wind PLC Launch of Initial Placing & Offer for Subscription (8766X)

TIDMUKW

RNS Number : 8766X

Greencoat UK Wind PLC

03 September 2020

3 September 2020

THIS ANNOUNCEMENT (INCLUDING THE APPIX) IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, BY ANY MEANS OR MEDIA, IN OR INTO OR FROM THE UNITED STATES (OR TO ANY US PERSONS), CANADA, NEW ZEALAND, JAPAN, THE REPUBLIC OF SOUTH AFRICA, ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (OTHER THAN BELGIUM, THE REPUBLIC OF IRELAND, THE NETHERLANDS, GERMANY, DENMARK, FINLAND OR SWEDEN) OR ANY OTHER JURISDICTION IN WHICH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL, AND IN RESPECT OF RETAIL INVESTORS, ONLY TO RETAIL INVESTORS IN THE UK.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY

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 shortly. A copy of the Prospectus will, following publication, be available from www.greencoat-ukwind.com. 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. Without prejudice to the generality of the foregoing, this Announcement does not constitute a recommendation regarding any securities.

The contents of this announcement, which have been prepared by and are the sole responsibility of Greencoat UK Wind plc, have been approved by Greencoat Capital LLP (the "AIFM"), as a financial promotion solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000 ("FSMA").

Greencoat UK Wind plc

Launch of an Initial Placing, Initial Offer for Subscription and Share Issuance Programme

Greencoat UK Wind plc (the "Company" or "UKW"), the leading listed renewable infrastructure fund, invested in UK wind farms, today announces a new share issuance programme to be conducted over the next 12 months through a number of tranches (the "Share Issuance Programme"), with the initial placing ("Initial Placing") and the initial offer for subscription ("Initial Offer for Subscription") launching today (together the "Initial Tranche"). The prospectus ("Prospectus") relating to the Share Issuance Programme is expected to be published shortly.

Under the Share Issuance Programme, the Company may issue up to a maximum of 750 million new ordinary shares over the next 12 months. The net proceeds from the Initial Tranche are expected to be used to repay amounts drawn under the Company's Facility Agreement (as defined in the Prospectus). The net proceeds from each subsequent tranche under the Share Issuance Programme will be used to (i) repay amounts drawn under the Facility Agreement and/or (ii) apply proceeds to make further investments.

Shonaid Jemmett-Page, Chairman of the Company, said:

"Following our investment in the Walney offshore wind farm, and anticipating our commitment to make wind farm investments over the next 18 months, the Share Issuance Programme will enable the Company to pay down debt and continue to capitalise on our strong pipeline of acquisition opportunities in the UK wind farm market.

Given the size and scale the Company has attained over recent years, UKW is well placed to make value- accretive acquisitions and further enhance returns for our shareholders."

Background to, and Reasons for, the Share Issuance Programme

Following its initial public offering in March 2013, the Company has continued to deliver on its objectives and strategy, achieving the following key milestones:

-- Acquired an additional 31 wind generation asset investments increasing the Company's total net generating capacity from 127MW to 1,090MW and Gross Asset Value ("GAV") to GBP2.8 billion across 37 operating wind farms

   --      Paid or declared dividends of GBP393.8 million (47.0 pence per share) 
   --      Dividend inflated in line with RPI each year (7.1 pence per share target for 2020) [1] 

-- Grown Net Asset Value ("NAV") to 120.1 pence per ordinary share since listing to 30 June 2020

-- Delivered a total shareholder return of 110% for the period since listing to 2 September 2020

-- Generated 9.9TWh of power for period since listing to 30 June 2020, with the portfolio now producing enough renewable electricity to power nearly 1 million homes per annum

Following the completion of the GBP350 million investment in the Walney offshore wind farm announced on 1 September 2020, gearing is GBP980 million, equivalent to approximately 35 per cent of GAV.

The Board believes that the Share Issuance Programme will offer significant benefits for all Shareholders and the Company:

   --      Proceeds will be used to reduce borrowings under the Company's Facility Agreement 
   --      Enable the Company to pursue further attractive investment opportunities 
   --      Further diversify the Company's portfolio and associated counterparties 

-- Expanding the Company's equity capital will further increase the trading liquidity of UKW's shares

   --      Reduce the Company's ongoing expense ratio due to the economy of scale 

-- As both the Initial Tranche and any subsequent issues will be priced above the prevailing NAV per Ordinary Share, the issuance of New Shares under the Share Issuance Programme is expected to be NAV accretive to existing shareholders

The Initial Tranche

-- Under the Share Issuance Programme, subject to approval by the Company's shareholders ("Shareholders") at the General Meeting, UKW will issue new ordinary shares by way of the Initial Placing and Initial Offer for Subscription at an issue price of 131p per share

o The issue price of 131p represents a discount of 7.4% to the closing share price on 2 September 2020 of 141.4p and a premium of 10.7% to the last reported NAV of 118.3p (as at 30 June 2020) (adjusted for the 1.775p dividend which was paid on 28 August 2020). Shares issued under the Initial Tranche will be entitled to future dividends, including the quarterly dividend with respect to the quarter ended 30 September 2020

o The Initial Tranche, and all subsequent tranches, are expected to be accretive to the prevailing net asset value per share of the Company, after costs

o The Initial Tranche is expected to close on 28 September 2020

-- The net issue proceeds from the Initial Tranche will be used to repay amounts owed under the Company's Facility Agreement.

Expected Timetable

 
 Initial Tranche 
 Initial Offer for Subscription opens               3 September 2020 
 Initial Placing opens                              3 September 2020 
 Initial Offer for Subscription closes    11.00 a.m. on 28 September 
                                                                2020 
 Initial Placing closes                   11.00 a.m. on 28 September 
                                                                2020 
 Announcement of the conditional         7.00am on 29 September 2020 
  results of the Initial Tranche 
 Initial Admission and crediting            8.00 a.m. 1 October 2020 
  of CREST accounts in respect of 
  the Initial Tranche 
 Despatch of share certi cates to          Week commencing 5 October 
  certi cated applicants under the                              2020 
  Initial Offer for Subscription if 
  applicable 
 Other key dates 
 General Meeting                           2.30 p.m. on 29 September 
                                                                2020 
 Announcement of the results of the                29 September 2020 
  General Meeting and unconditional 
  results of the Initial Tranche 
 

The dates and times specified above are subject to change. In particular, the Directors may bring forward or postpone the closing time and date for the Initial Placing and the Initial Offer for Subscription. In the event that a date or time is changed, the Company will notify persons who have applied for New Ordinary Shares of changes to the timetable either by electronic mail or by the publication of a notice through a Regulatory Information Service. References to times are to London times unless otherwise stated.

Share Issuance Programme

-- The Company's Board of Directors intends to implement the Share Issuance Programme, which includes the Initial Tranche

   --      The issue of shares under the Share Issuance Programme is not being underwritten 

-- Under the Share Issuance Programme, subject to approval by Shareholders at the General Meeting, UKW has the option to issue up to 750 million new ordinary shares over the next 12 months, including any New Shares issued under the Initial Tranche

-- The Share Issuance Programme is being implemented to raise additional capital in the 12 months following publication of the Prospectus in order to repay borrowings and take advantage of the strong pipeline of opportunities available to the Company

Conditions

The issuance of each tranche of shares pursuant to the Share Issuance Programme is conditional upon, inter alia:

   --      admission occurring in respect of the relevant tranche; 

-- the placing agreement in respect of the Initial Tranche, or the relevant placing agreement in connection with any subsequent placing, becoming otherwise unconditional in respect of the relevant tranche, and not being terminated in accordance with its terms or such tranche not having been suspended in accordance with the placing agreement in question, in each case before admission of the relevant tranche becomes effective;

-- if a supplementary prospectus is required to be published in accordance with FSMA, such supplementary prospectus being approved by the FCA and published by the Company in accordance with the prospectus regulation rules made by the FCA under section 73A of FSMA; and

   --      the passing of the required Shareholder resolutions at the General Meeting. 

If any of these conditions is not met, the relevant tranche of shares pursuant to the Share Issuance Programme will not proceed.

Notice of General Meeting

The Company is today publishing a circular to Shareholders and notice of general meeting in connection with the proposals for the issue of new ordinary shares pursuant to the Share Issuance Programme (the "Circular").

RBC Europe Limited (trading as RBC Capital Markets) is acting as sponsor and joint bookrunner to the Company, Jefferies International Limited is acting as joint bookrunner and Kepler Partners LLP is acting as placing agent with regards to the Initial Tranche and the Share Issuance Programme.

Admission to trading

Application will be made to the Financial Conduct Authority and the London Stock Exchange for all of the New Ordinary Shares issued to be admitted to the premium segment of the Official List and to trading on the Main Market. It is expected that the results of the Initial Tranche will be announced through a Regulatory Information Service on or around 29 September and it is expected that Initial Admission will become effective and that dealings for normal settlement in the Ordinary Shares will commence at 8.00 a.m. on or around 1 October 2020.

Further details

The ticker for the New Ordinary Shares is UKW. The ISIN for the New Ordinary Shares is GB00B8SC6K54 and the SEDOL is B8SC6K5.

A copy of the Prospectus, when published, will be submitted to the National Storage Mechanism and will shortly thereafter be available for inspection at: www.morningstar.co.uk/uk/nsm as well as on the Company's website at https://www.greencoat-ukwind.com/investors/report-and-publications/2020

The Initial Offer for Subscription is only being made in the UK, but subject to applicable law, the Company may allot and issue New Ordinary Shares on a private placement basis to applicants in other jurisdictions.

Full details of the Terms and Conditions of the Initial Placing and the Initial Offer for Subscription will be made available in the Company's Prospectus.

LEI: 213800ZPBBK8H51RX165

For further information, please contact:

 
                                   020 7832 
Greencoat UK Wind plc               9425 
Stephen Lilley 
Laurence Fumagalli 
Tom Rayner 
 
RBC Capital Markets (Sponsor and   020 7653 
 Joint Bookrunner)                  4000 
Darrell Uden 
 Matthew Coakes 
 Duncan Smith 
Jack Wood 
Jefferies International Limited    020 7029 
 (Joint Bookrunner)                 8000 
Stuart Klein 
Neil Winward 
Gaudi Le Roux 
Tom Yeadon 
 
Kepler Partners (Placing Agent)    020 3384 
 Hugh van Cutsem                    8796 
Media enquiries: 
Headland                           020 3805 
 Stephen Malthouse                  4822 
Rob Walker 
 

Notes to Editors:

Greencoat UK Wind PLC ("UKW") is the leading listed renewable infrastructure fund, which has invested in 37 operating UK wind farms with net generating capacity of 1,090 MW. The Company's aim is to provide investors with an annual dividend that increases in line with RPI inflation (7.1p for 2020) [2] while preserving the capital value of its investment portfolio in the long term on a real basis through reinvestment of excess cash flow and the prudent use of gearing.

UKW is managed by an experienced team at Greencoat Capital LLP, a leading European renewable investment manager with over GBP5 billion of assets under management. UKW is governed by a strong and experienced independent board.

UKW is incorporated in England and Wales and is a UK Investment Trust.

For more information about UKW, please visit http://www.greencoat-ukwind.com.

For more information about Greencoat Capital LLP, please visit http://www.greencoat-capital.com.

Disclaimer:

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 any jurisdiction.

This announcement may not be published, distributed or transmitted by any means or media, directly or indirectly, in whole or in part, in or into the United States directly or indirectly in or into the United States. The new ordinary shares offered by the Prospectus may not be offered or sold directly or indirectly in or into the United States or to, or for the account or benefit of, any US persons (within the meaning of Regulation S under the US Securities Act ("Regulation S")) (a "US Person"), except pursuant to an exemption from the registration requirements of the US Securities Act of 1933, as amended (the "US Securities Act") for offers and sales of securities that do not involve any public offering contained in Section 4(a)(2) of the US Securities Act and analogous exemptions under state securities laws. In particular investors should note that the new ordinary shares have not been and will not be registered under the US Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and the Company has not registered, and does not intend to register, as an investment company under the US Investment Company Act of 1940, as amended (the "US Investment Company Act"). The New Shares are being offered only to (i) US Persons who are qualified institutional buyers, as defined in Rule 144A under the US Securities Act, and qualified purchasers, as defined in Section 2(a)(51) of the US Investment Company Act and (ii) investors who are not US Persons outside of the United States in "offshore transactions" as defined in and pursuant to Regulation S under the US Securities Act.

This announcement does not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for new ordinary shares in any jurisdiction including, without limitation, the United States, Canada, Australia, New Zealand, the Republic of South Africa, Japan, any member state of the European Economic Area (other than to professional investors in Belgium, the Republic of Ireland, the Netherlands, Germany, Denmark, Finland and Sweden) or any other jurisdiction in which such offer or solicitation is or may be unlawful (a "Prohibited Jurisdiction"). This announcement and the information contained herein are not for publication or distribution, directly or indirectly, to persons in a Prohibited Jurisdiction unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction. No action has been taken by the Company, RBC Capital Markets ("RBC"), Jefferies International Limited ("Jefferies") or any of their respective affiliates that would permit an offer of the new ordinary shares or possession or distribution of this announcement or any other publicity material relating to such new ordinary shares in any jurisdiction where action for that purpose is required. Persons receiving this announcement are required to inform themselves about and to observe any such restrictions.

This announcement 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. This announcement and any offer if made subsequently is directed only at professional and retail investors in the UK and professional investors in the following member states: Belgium, the Republic of Ireland, Germany, the Netherlands, Denmark, Finland and Sweden (together the "Eligible Member States"). The 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 announcement 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. The attention of all prospective investors is drawn to disclosures required to be made under the AIFMD which are set out on the Company's website (including as set out in its most recent prospectus and annual report and accounts), which will also set out (if applicable) any periodic updates required under the rules in the FCA's Handbook (FUND 3.2.5R and 3.2.6R).

This announcement is directed at and is only being distributed to persons in member states of the European Economic Area who are "qualified investors", as defined in article 2 (e) of the European Union Regulation (EU) 2017/1129, as amended.

This announcement and the Prospectus have not been approved or authorised by the Guernsey Financial Services Commission (the "Commission") or the States of Guernsey.

This announcement and the Prospectus may only be distributed or circulated directly or indirectly in or from within the Bailiwick of Guernsey, and is being distributed or circulated in or from within the Bailiwick of Guernsey only (i) by persons licensed to do so by the Commission under the Protection of Investors (Bailiwick of Guernsey) Law, 1987 (as amended) ("POI Law"); or (ii) by non-Guernsey bodies who (A) carry on such promotion in a manner in which they are permitted to carry on promotion in or from within, and under the law of certain designated countries or territories which, in the opinion of GFSC, afford adequate protection to investors and (B) meet the criteria specified in section 29(c) of the POI Law; or (iii) to persons licensed under the POI Law, the Banking Supervision (Bailiwick of Guernsey) Law, 1994, the Insurance Business (Bailiwick of Guernsey) Law, 2002 or the Regulation of Fiduciaries, Administration Business and Company Directors etc. (Bailiwick of Guernsey) Law, 2000 by non-Guernsey

bodies who (A) carry on such promotion in a manner in which they are permitted to carry on promotion in or from within, and under the law of certain designated countries or territories which, in the opinion of GFSC, afford adequate protection to investors and (B) meet the criteria specified in section 29(cc) of the POI Law; or, (iv) as otherwise permitted by the GFSC. This announcement and the Prospectus is not available in or from within the Bailiwick of Guernsey other than in accordance with this paragraph and must not be relied upon by any person unless received in accordance with this paragraph.

The offer that is the subject of the Prospectus may only be made in Jersey where the offer is valid in the United Kingdom or Guernsey and is circulated in Jersey only to persons similar to those to whom, and in a manner similar to that in which, it is for the time being circulated in the United Kingdom or Guernsey as the case may be. Consent under the Control of Borrowing (Jersey) Order 1958 has not been obtained for the circulation of this announcement or the offer under the Prospectus and it must be distinctly understood that the Jersey Financial Services Commission does not accept any responsibility for the financial soundness of or any representations made in connection with the Company. By accepting any subsequent offer (if made) each prospective investor in Jersey represents and warrants that he or she is in possession of sufficient information to be able to make a reasonable evaluation of the offer.

The offer and marketing of the ordinary shares of the Company in Switzerland will be exclusively made to, and directed at, qualified investors (the "Qualified Investors"), as defined in Article 10(3) of the Swiss Collective Investment Schemes Act ("CISA") in conjunction with Article 4(4) of the Swiss Financial Services Act ("FinSA"), i.e. institutional clients, at the exclusion of professional clients with opting-out pursuant to Article 5(3) FinSA ("Excluded Qualified Investors"). Accordingly, the Company has not been and will not be registered with the Swiss Financial Market Supervisory Authority ("FINMA) and no representative or paying agent have been or will be appointed in Switzerland. The Prospectus and/or any other offering or marketing materials relating to the Ordinary Shares of the Company may be made available in Switzerland solely to Qualified Investors, at the exclusion of Excluded Qualified Investors.

The Ordinary Shares may not be publicly offered, directly or indirectly, in Switzerland within the meaning of the FinSA and no application has or will be made to admit the Ordinary Shares to trading on any trading venue (exchange or multilateral trading facility) in Switzerland. Neither this Securities Note nor any other offering or marketing material relating to the Ordinary Shares constitutes a prospectus pursuant to the FinSa, and neither this Securities Note nor any other offering or marketing material relating to the Ordinary Shares may be publicly distributed or otherwise made publicly available in Switzerland.

Each of the Company, the AIFM, RBC, Jefferies 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 shares in the Issue should be made solely on the basis of the information contained in the Prospectus issued by the Company in connection with the Share Issuance Programme. 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 Prospectus is published. In particular, the proposals referred to herein are tentative and are subject to verification, material updating, revision and amendment.

There is no guarantee that the Share Issuance Programme will occur and you should not base your financial decisions on the Company's intentions in relation to the Share Issuance Programme at this stage. Acquiring 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 Share Issuance Programme. The value of shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the Issue for the person concerned. Past performance or information in this announcement or any of the documents relating to the Issue cannot be relied upon as a guide to future performance.

Each of the AIFM, RBC and Jefferies are authorised and regulated in the United Kingdom by the Financial Conduct Authority, and are acting exclusively for the Company and no-one else in connection with the Share Issuance Programme. They will not regard any other person as their respective clients in relation to the Share Issuance Programme 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 Share Issuance Programme, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

In connection with the Share Issuance Programme, RBC, Jefferies and any of their respective affiliates, acting as investors for their own accounts, may purchase shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such shares and other securities of the Company or related investments in connection with the Share Issuance Programme or otherwise. Accordingly, references in the Prospectus, once published, to the 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 RBC, Jefferies or any of their respective affiliates acting as investors for their own accounts. RBC and Jefferies 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, the AIFM, RBC or Jefferies 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, the AIFM, RBC, Jefferies 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 announcement may not conform exactly with the total figure given.

Information to distributors :

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the new shares have been subject to a product approval process, which has determined that the new shares are: (i) compatible with an end target market of (a) retail investors, (b) investors who meet the criteria of professional clients and (c) eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment").

Notwithstanding the Target Market Assessment, distributors should note that: the price of the new shares may decline and investors could lose all or part of their investment; the new shares offer no guaranteed income and no capital protection; and an investment in the new shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Manager will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the new shares and determining appropriate distribution channels.

The Company is registered as an investment company pursuant to section 833 CA 2006 and is an investment trust under section 1158 of the CTA 2010. Accordingly (since they are shares in an investment trust), the Shares are excluded securities for the purposes of the FCA's restrictions applying to "non-mainstream investment products".

PRIIPS (as defined below):

ln accordance with the PRIIPs Regulation, the AIFM has prepared a key information document (the "KID") in respect of an investment in the Company. The KID is made available by the AIFM to "retail investors" prior to them making an investment decision in respect of Shares . Accordingly, the attention of prospective investors is drawn to the KID that is available on the Company's website at https://www.greencoat-ukwind.com/investors/disclosures/disclosures . If you are distributing Shares, it is your responsibility to ensure the KID is provided to any clients that are "retail clients".

Neither RBC nor Jefferies is a manufacturer, and make no representations, express or implied, or accepts any responsibility whatsoever for the contents of the KID nor accepts any responsibility to update the contents of the KID in accordance with the PRIIPs Regulation, to undertake any review processes in relation thereto or to provide such KID to future distributors of Shares.

Each of the Company, the Investment Manager (including in its capacity as AIFM), RBC, Jefferies and their respective affiliates accordingly disclaim all and any liability whether arising in tort or contract or otherwise which it or they might have in respect of the KID or any other key information documents. Prospective investors should note that the procedure for calculating the risks, costs and potential returns in the KID are prescribed by laws. The figures in the KID may not reflect actual returns for the Company and anticipated performance returns cannot be guaranteed. However, nothing in this paragraph shall serve to limit or exclude any of the responsibilities and liabilities, if any, which may be imposed on the Company, the Investment Manager (including in its capacity as AIFM), RBC, Jefferies and any of their respective affiliates (as applicable) by FSMA or the regulatory regime established thereunder.

[1] These are targets only and not profit forecasts. There can be no assurance that these targets can or will be met and they should not be seen as an indication of the Company's expected or actual results of returns. Accordingly investors should not place any reliance on these targets in deciding whether to invest in new ordinary shares or assume that the Company will make any distributions at all.

[2] These are targets only and not profit forecasts. There can be no assurance that these targets can or will be met and they should not be seen as an indication of the Company's expected or actual results of returns. Accordingly investors should not place any reliance on these targets in deciding whether to invest in new ordinary shares or assume that the Company will make any distributions at all.

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September 03, 2020 02:00 ET (06:00 GMT)