GREENCOAT UK WIND PLC Annual Results
February 2021
Power generation 3% below budget
2,952GWh
Power generation
Strong cash generation
£145.2m
Net cash generation
Dividend in line with target
£118.7m / 7.1p per share Dividends declared with respect to the period
1,173MW
£914m invested in Slieve Divena II, Walney, Humber Gateway and investment in Douglas West |
Generating capacity |
269MW |
Committed to invest £371m in South Kyle and Kype Muir Extension projects |
Committed investment |
£3,329.9m (from £2,442.8m) |
GAV increased by 36% |
Gross Asset Value |
£400m |
Successful and large equity raise at 11% premium to NAV |
Equity raised |
£2,229.9m (from £1,842.8m) |
NAV of 122.2p, an increase of 0.7p per share |
Net Asset Value |
£2,448.0m |
Market cap increased to £2.45 billion |
Market capitalisation |
33% / 2.25% |
Gearing of £1,100m (of which £700m is fixed rate term debt)
Gearing (percentage of GAV) / Average cost
The leading UK listed renewable infrastructure fund, invested in UK wind farms
Note: all numbers to or at 31 December 2020
Simple Model
Generating capacity increased from 127 to 1,173MW since IPO
Total power producedTotal cash generated
£458.5m Total dividends paid or declared
"6p dividend, increasing with RPI inflation and real NAV preservation''
Note: from IPO to 31 December 2020
Wind Resource and Generation
UK average wind speed (m/s)(1)
Annual average
10 year average
7
6 5 4 3
2
1 0
January March
May
July September November
January March
May
July September November
January March
May
July September November
January March
May
July September November
January March
May
July September November
January March
May
July September November
January March
May
July September November
January March
May
July September November
2013(2)
2014
2015
2016
2017
2018
2019
2020
Wind Speed:
+ 3%
Production: + 8%
- 2%
- 3%
+ 5%
+ 8%
- 6%
- 6%
Notes: (1) source:www.gov.uk/government/statistics; (2) 27 March to 31 December 2013;
- 1% 0%
- 4%
- 6%
- 8%
- 11%
+ 2%
- 3%
Track Record of Consistent Delivery
Period | Production | Cash Generation | Dividend(1) | Dividend Cover(2) | RPI | NAV Growth |
2013(3) | 292GWh | £21.6m | £14.2m (4.50p) | 1.8x | 1.9% | 2.5% |
2014 | 565GWh | £32.4m | £24.8m (6.16p) | 1.6x | 1.6% | 2.5% |
2015 | 799GWh | £48.3m | £29.6m (6.26p) | 1.7x | 1.2% | 0.5% |
2016 | 978GWh | £49.0m | £38.8m (6.34p) | 1.4x | 2.5% | 4.0% |
2017 | 1,457GWh | £80.1m | £57.3m (6.49p) | 1.5x | 4.1% | 2.4% |
2018 | 2,003GWh | £117.3m | £74.8m (6.76p) | 1.6x | 2.7% | 10.8% |
2019 | 2,385GWh | £127.7m | £100.4m (6.94p) | 1.4x | 2.2% | -1.4% |
2020 | 2,952MWh | £145.2m | £118.7m (7.10p) | 1.3x | 1.2% | 0.6% |
Secure and stable dividend cover as a result of low leverage, cash generative nature of operational wind farms and predictable production
Notes: (1) dividends declared with respect to the period; (2) dividend cover as reported; (3) 27 March to 31 December 2013
Operational and Financial Performance
Operational Performance
Notable issues affecting portfolio availability were:
▪ Stroupster - various unplanned grid outages
▪ Dunmaglass - delay in remediation of turbine faults due to O&M staff shortage
▪ Tom nan Clach - H&S incident causing site to be de-energised
▪ Stronelairg - planned 3 month grid outage for upgrade works at Melgrave substation
▪ Northern Ireland - high curtailment reflecting low power demand as a result of COVID-19
Portfolio generation of 2,952GWh (3% below budget)
Note: (1) The operating cash flow of the Group and wind farms SPVs
Net Asset Value
Decrease in portfolio valuation of £31.9m (2p per share):
-1p changes in macroeconomic assumptions
-5p reduction in long term power price forecasts
+4p reduction in portfolio discount rate
+1p portfolio optimisation initiatives
-1p other
Blended portfolio discount rate now 6.9% unlevered
Net Asset Value Since IPO
22.9% growth(1) since IPO vs
RPI growth of 18.8%
"6p dividend, increasing with RPI inflation and real NAV preservation''
Note: (1) per share and adjusted for accrued dividends
Investment Performance
Strong, consistent return with correlation to inflation
Note: (1) from IPO to 31 December 2020
Portfolio and Asset Management
Generating sufficient electricity to power 1.2 million homes
Well-diversified generating portfolio of 1,173MW - 5% market share
Note: breakdown by value as at 31 December 2020
Asset Management and Performance Enhancement
▪ Extended cut-out and power performance optimisation
▪ Installation of blade serrations and blade cleaning
▪ Performance analysis
▪ Whole wind farm control to maximise wind farm return over individual turbine return
▪ PPA renegotiation
▪ Ancillary services revenue stream development
▪ Frequency response, voltage response and reactive power
▪ Active grid balancing participation including bilateral agreement with National Grid
▪ DS3 revenue
▪ Contract refresh at lower cost and extended scope
▪ Insurance pooling
▪ Condition monitoring
▪ Breeze portfolio monitoring system
▪ Standardised high voltage maintenance strategy
▪ Lease prepayments
▪ Digital twin to optimise over life cycle
Experienced in-house asset management team focussed entirely on UKW's wind farms
Acquisitions
Acquisitions Overview
Acquisition strategy delivers only high quality assets for investors When these are not available or are over-priced, we don't buy assets
▪ UKW not linked to a specific developer so can buy from the whole market
▪ Transacted with 18(1) sellers to date
▪ UKW is not an exit vehicle; we only buy when right for shareholders
▪ UKW has been out-bid in many competitive processes
▪ Repeat business without competition in a number of cases
▪ Team's skill, experience and reputation has meant that assets have either been bought outside of formal processes or not as the highest priced bidder
▪ Senior acquisition debt facility enhances deliverability further
Continued investment in high-quality assets
Notes: (1) includes Douglas West, Windy Rig and Twentyshilling, South Kyle, Kype Muir Extension and Braes of Doune
Selecting the Best Value Investments
Asset Identification and Target Selection
Detailed Due Diligence
Age, capacity, load factor, seller price expectation
Initial Diligence and Pricing(1)
UKW structural advantages, negotiation
2013 | 2014 | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 |
47 | 37 | 48 | 40 | 41 | 63 | 40 | 20 |
10 | 6 | 1 | 2 | 11(2) | 6(2,3) | 5(4) | 5(5) |
Independence, expertise and structured acquisition process lead to attractive investments
Notes: (1) number of wind farms; (2) includes further investment in Clyde; (3) includes Tom nan Clach and Douglas West; (4) includes Glen Kyllachy, Windy Rig and Twentyshilling; 19
(5) includes South Kyle and Kype Muir Extension
Acquisitions and Commitments Made in 2020
Humber GatewayDecember 2020
RWE
82.8 £500m
5th co-investment with RWEDouglas WestSouth Kyle
April 2020
Kype Muir Extension
December 2020
Blue Energy £14m
Commitments
Vattenfall
Banks Renewables
235 £320m
33.5 £51mconstruction investment during 2020
Large UK subsidy free project once built - target completion in Q1 2023
Fixed power price agreement with utility - target completion in Q4 2022
£914m invested and £371m committed in 2020
Slieve Divena II
Previous Ownership |
|
Capacity |
|
Turbines |
|
Commercial Operations Date |
|
PPA |
|
Turbine O&M |
|
O&M Management |
|
▪ Bilateral transaction - non-strategic asset sale
▪ "Extension" of the Slieve Divena wind farm that UKW has owned since 2017
▪ Majority of Northern Irish sites managed by SSE
UKW the natural buyer
Walney
Seller |
|
Capacity |
|
Turbines |
|
Commercial Operations Date |
|
PPA |
|
Turbine O&M |
|
O&M Management |
|
▪ Bilateral transaction for SSE's 25.1% stake - non-strategic asset sale
▪ Co-ownership with Orsted (50.1%) and PGGM (24.8%)
▪ Increased offshore exposure to 17% (cf 23% at IPO)
▪ 9 miles off the Cumbrian coast
Utility scale 2 ROC offshore wind farm investment
Humber Gateway
Seller |
|
Capacity |
|
Turbines |
|
Commercial Operations Date |
|
PPA |
|
Turbine O&M |
|
O&M Management |
|
▪ 49% of Humber Gateway acquired (UKW 38% and private funds managed by Greencoat Capital 11%)
▪ RWE will maintain 51% shareholding
▪ Increased offshore exposure to 30% (cf 23% at IPO)
▪ 5 miles off the Yorkshire coast and serviced from Grimsby
▪ 5th windfarm co-investment with RWE and 6th windfarm managed by RWE for UKW
Second utility scale 2 ROC offshore wind farm investment
South Kyle
Seller |
|
Capacity |
|
Turbines |
|
Commercial Operations Date |
|
PPA |
|
Turbine O&M |
|
O&M Management |
|
▪ Bilateral acquisition from 16th seller
▪ South Kyle will be one of the UK's largest subsidy free projects once built
▪ Economies of scale and lower transmission costs (relative to northern Scotland)
▪ £320m will be invested on the Commercial Operations Date targeted for Q1 2023
Higher risk and higher return investment alongside ROC and CFD projects
Kype Muir Extension
Seller |
|
Capacity |
|
Turbines |
|
Commercial Operations Date |
|
PPA |
|
Turbine O&M |
|
O&M Management |
|
▪ Bilateral transaction for 49.9% of the wind farm from 17th seller
▪ £51m will be invested on the Commercial Operations Date targeted for Q4 2022
▪ UKW will be providing a construction loan
▪ Fixed power price agreement with utility
Transaction is a culmination of over 2 years of conversation
Acquisitions and Commitments for 2021
Douglas West
Windy Rig
Twentyshilling
Glen Kyllachy
Commitments
Blue Energy 45
Statkraft 43.2
Statkraft 37.5
RWE 48.5
£22m from cashflow £53m £51m £58mTarget completion in July 2021
Q2 2021
Q3 2021
Q4 2021
£200m of investments and commitments in 2021 matched by recent equity raising
Braes of Doune
Seller |
|
Capacity |
|
Turbines |
|
Commercial Operations Date |
|
PPA |
|
Turbine O&M |
|
O&M Management |
|
▪ Part of IPO seed portfolio
▪ Restricted from purchasing Centrica's 50% due to single investment limits at the time
▪ Hermes selling at end of fund life in bilateral transaction - 18th seller
▪ 8 years of operating track record under UKW ownership
Increasing from 50% to 100% of wind farm owned since IPO
Strategy and Ongoing Market Development
ROC projects
UKW cashflows
Subsidy free and CFD projects
Wholesale power price cashflow
ROC cashflow
Wholesale power price cashflow
Wholesale
power
price
cashflow
Fixed and indexed cashflow
Wholesale
power price cashflow
CFD cashflowCFD cashflow
▪ As with 2020, given market size, UKW expects to continue to make a significant number of ROC investments
▪ There may be further opportunities to invest in complementary CFD and subsidy free projects alongside
▪ In appropriate proportions, CFD and subsidy free investments should deliver a similar cashflow to a ROC project
Balance between fixed and variable cashflows across the portfolio
Secondary Market - Continued Opportunities to Grow
1200 1,173MW UKW net generating capacity (MW) 1000 800 600 400 200 127MW 0 |
30000 25000 20000 15000 10000 5000 0 £70bn market UK offshore capacity (MW) £20bn market UK onshore capacity (MW) |
Mar-21
Mar-13
Mar-14
Mar-15
Mar-16
Mar-17
Mar-18
Mar-19
Mar-20
UKW owns a small portion of the operating UK wind market
ESG
Environmental, Social and Governance
▪ Portfolio produces enough renewable electricity to power 1.2 million homes
▪ Recycling of capital enabling more renewable generation capacity to be built out
▪ Over 1.5m tonnes of CO2 per annum will be avoided compared to thermal generation
▪ Co-existence of energy generation alongside livestock and arable farming
▪ Designed to minimise impact on local terrestrial, aquatic and aerial wildlife
▪ £3.8m of local community funding in 2020
▪ Significant number of jobs in rural communities
▪ Local school and other educational visits
▪ Board reviews health and safety at each scheduled board meeting
▪ Independent health and safety consultant engaged
▪ Serious health and safety incident at end of June 2020 - recommendations enacted
▪ Independent board approves all acquisitions
▪ UKW's domicile enables UKW to appoint directors with expertise and experience covering all key UKW activities from unrestricted pool
▪ Gender diversity: 60% female representation on board (including chairman) and ~30% in investment manager
100% renewable generator
Summary
Power generation 3% below budget
2,952GWh
Power generation
Strong cash generation
£145.2m
Net cash generation
Dividend in line with target
£118.7m / 7.1p per share Dividends declared with respect to the period
1,173MW
£914m invested in Slieve Divena II, Walney, Humber Gateway and investment in Douglas West |
Generating capacity |
269MW |
Committed to invest £371m in South Kyle and Kype Muir Extension projects |
Committed investment |
£3,329.9m (from £2,442.8m) |
GAV increased by 36% |
Gross Asset Value |
£400m |
Successful and large equity raise at 11% premium to NAV |
Equity raised |
£2,229.9m (from £1,842.8m) |
NAV of 122.2p, an increase of 0.7p per share |
Net Asset Value |
£2,448.0m |
Market cap increased to £2.45 billion |
Market capitalisation |
33% / 2.25% |
Gearing of £1,100m (of which £700m is fixed rate term debt)
Gearing (percentage of GAV) / Average cost
The leading UK listed renewable infrastructure fund, invested in UK wind farms
Note: all numbers to or at 31 December 2020
Appendix
Greencoat UK Wind
▪ Greencoat UK Wind acquires and operates UK wind farms. The cash generated by these assets is used primarily to pay a robust, premium dividend to shareholders. Theremainder is reinvested to ensure capital is preserved in real terms.
▪ Simple structure, UK domiciled with a strong independent board, wind only (the most mature renewable technology), sterling only.
▪ UKW was designed to be structurally low risk: operating assets and low gearing for cash flow stability and tolerance to sensitivities including power price.
▪ Wind and generation variability is low, and within one standard deviation in each year since IPO.
▪ Greencoat UK Wind is eight years old, and over this period has delivered on its investment proposition: 6p dividend increasing with RPI inflation (7.18p target for 2021) and real NAV preservation.
▪ Ability to acquire assets at value accretive prices, and then to operate with the knowledge and expertise of the most experienced team in the UK listed renewables sector.
Designed for investors from first principles
Wind Farm | Country | Turbines | PPA | Total MW | Group Ownership Stake | Net MW(1) | Commercial Operations Date | Acquisition Date | ROCs / MWh | Forecast Net Load Factor(2) |
Bicker Fen | England | Senvion | EDF | 26.7 | 80% | 21.3 | Sep-08 | Oct-17 | 1.0 | 23.8% |
Bin Mountain | N Ireland | GE | SSE | 9.0 | 100% | 9.0 | Jul-07 | Mar-13 | 1.0 | 31.3% |
Bishopthorpe | England | Senvion | Axpo | 16.4 | 100% | 16.4 | May-17 | Jun-17 | 0.9 | 35.4% |
Braes of Doune | Scotland | Vestas | Centrica | 72.0 | 50% | 36.0 | Jun-07 | Mar-13 | 1.0 | 26.9% |
Brockaghboy | N Ireland | Nordex | SSE | 47.5 | 100% | 47.5 | Feb-18 | Mar-18 | 0.9 | 39.8% |
Carcant | Scotland | Siemens | SSE | 6.0 | 100% | 6.0 | Jun-10 | Mar-13 | 1.0 | 32.9% |
Church Hill | N Ireland | Enercon | Energia | 18.4 | 100% | 18.4 | Jul-12 | Dec-18 | 1.0 | 24.5% |
Clyde | Scotland | Siemens | SSE | 522.4 | 28.2% | 147.3 | Oct-12(3) | Mar-16(3) | 1.0(3) | 35.7% |
Corriegarth | Scotland | Enercon | Centrica | 69.5 | 100% | 69.5 | Apr-17 | Aug-17 | 0.9 | 35.9% |
Cotton Farm | England | Senvion | Sainsbury's | 16.4 | 100% | 16.4 | Mar-13 | Oct-13 | 1.0 | 35.9% |
Notes: (1) Net MW represents the Group ownership stake in the total MW capacity of the underlying wind farm; (2) Forecast net load factor is the expected output of the wind farm divided by the theoretical maximum output over a calendar year (as a %). Forecast net load factors are net of each wind farm's availability assumption. Forecast net load factors are P50 estimates (50% probability of output exceeding estimate) based on operational data (>1 year of operations) or modelled assumptions (<1 year of operations); (3) Clyde
Extension (172.8MW) was commissioned in August 2017, acquired in September 2017, and receives 0.9 ROCs/MWh.
Wind Farm | Country | Turbines | PPA | Total MW | Group Ownership Stake | Net MW(1) | Commercial Operations Date | Acquisition Date | ROCs / MWh | Forecast Net Load Factor(2) |
Crighshane | N Ireland | Enercon | Energia | 32.2 | 100% | 32.2 | Jul-12 | Dec-18 | 1.0 | 22.6% |
Deeping St Nicholas
EnglandSenvionEDF
16.4
80%
13.1
Jun-06
Oct-17
1.0
26.0%Drone Hill
Scotland
NordexStatkraft
28.6
51.6%
14.8
Aug-12
Aug-14
1.0 23.7%Dunmaglass
Scotland
GE
SSE
94.0
35.5%
33.4
Dec-17
Mar-19
0.9 44.9%
Earl's Hall Farm
England
Senvion
Sainsbury's
10.3
100%
10.3
Mar-13
Oct-13
1.0 35.9%Glass Moor
England
Senvion
EDF
16.4
80%
13.1
Jun-06
Oct-17
1.0 25.3%Humber Gateway
England
Vestas
EoN
219
38%
82.8
Jun-15
Dec-20
2.0 44.6%Kildrummy
Scotland
Enercon
Sainsbury's
18.4
100%
18.4
May-13
Jun-14
1.0 34.8%Langhope Rig
Scotland
GE
Centrica
16.0
100%
16.0
Dec-15
Mar-17
0.9 33.6%Lindhurst
England
Vestas
RWE
9.0
49%
4.4
Oct-10
Nov-13
1.0 30.1%
Notes: (1) Net MW represents the Group ownership stake in the total MW capacity of the underlying wind farm; (2) Forecast net load factor is the expected output of the wind farm divided by the theoretical maximum output over a calendar year (as a %). Forecast net load factors are net of each wind farm's availability assumption. Forecast net load factors are P50 estimates (50% probability of output exceeding estimate) based on operational data (>1 year of operations) or modelled assumptions (<1 year of operations).
Wind Farm | Country | Turbines | PPA | Total MW | Group Ownership Stake | Net MW(1) | Commercial Operations Date | Acquisition Date | ROCs / MWh | Forecast Net Load Factor(2) |
Little Cheyne Court | England | Nordex | RWE | 59.8 | 41% | 24.5 | Mar-09 | Mar-13 | 1.0 | 28.7% |
Maerdy | Wales | Siemens | Statkraft | 24.0 | 100% | 24.0 | Aug-13 | Jun-14 | 1.0 | 30.3% |
Middlemoor | England | Vestas | RWE | 54.0 | 49% | 26.5 | Sep-13 | Nov-13 | 1.0 | 29.8% |
North Hoyle | Wales | Vestas | RWE | 60.0 | 100% | 60.0 | Jun-04 | Sep-17 | 1.0 | 35.3% |
North Rhins | Scotland | Vestas | EoN | 22.0 | 51.6% | 11.4 | Dec-09 | Aug-14 | 1.0 | 38.4% |
Red House | England | Senvion | EDF | 12.3 | 80% | 9.8 | Jun-06 | Oct-17 | 1.0 | 25.5% |
Red Tile | England | Senvion | EDF | 24.6 | 80% | 19.7 | Apr-07 | Oct-17 | 1.0 | 24.6% |
Rhyl Flats | Wales | Siemens | RWE | 90.0 | 24.95% | 22.5 | Jul-09 | Mar-13 | 1.5 | 35.7% |
Screggagh | N Ireland | Nordex | Energia | 20.0 | 100% | 20.0 | May-11 | Jun-16 | 1.0 | 27.0% |
Sixpenny Wood | England | Senvion | Statkraft | 20.5 | 51.6% | 10.6 | Jul-13 | Aug-14 | 1.0 | 31.0% |
Notes: (1) Net MW represents the Group ownership stake in the total MW capacity of the underlying wind farm; (2) Forecast net load factor is the expected output of the wind farm divided by the theoretical maximum output over a calendar year (as a %). Forecast net load factors are net of each wind farm's availability assumption. Forecast net load factors are P50 estimates (50% probability of output exceeding estimate) based on operational data (>1 year of operations) or modelled assumptions (<1 year of operations)
Wind Farm | Country | Turbines | PPA | Total MW | Group Ownership Stake | Net MW(1) | Commercial Operations Date | Acquisition Date | ROCs / MWh | Forecast Net Load Factor(2) |
Slieve Divena | N Ireland | Nordex | SSE | 30 | 100% | 30 | Mar-09 | Aug-17 | 1.0 | 22.1% |
Slieve Divena II
N IrelandEnerconSSE
18.8
100%
18.8
Jun-17
Feb-20
0.9 31.0%
Stronelairg
Scotland
Vestas
SSE
227.7
35.5%
80.9
Dec-18
Mar-19
0.9 43.1%
Stroupster
Scotland
Enercon
BT
29.9
100.0%
29.9
Oct-15
Nov-15
0.9 36.6%
Tappaghan
N Ireland
GE
SSE
28.5
Tom nan Clach
Scotland
Vestas
CFD with Statkraft
39.1
Walney
England
SiemensSSE
367.2
100% 75% plus debt 25.1%
28.5
Jan-05(3)
Mar-13
1.0 29.0%
29.3
May-19
Jun-19
CFD 47.2%
92.2
Jul-11/Jun-12
Sep-20
2.0 44.0%
Yelvertoft
England
SenvionStatkraft
16.4
51.6%
8.5
Jul-13
Aug-14
1.0 29.4%
Total
1,173
Notes: (1) Net MW represents the Group ownership stake in the total MW capacity of the underlying wind farm; (2) Forecast net load factor is the expected output of the wind farm divided by the theoretical maximum output over a calendar year (as a %). Forecast net load factors are net of each wind farm's availability assumption. Forecast net load factors are P50 estimates (50% probability of output exceeding estimate) based on operational data (>1 year of operations) or modelled assumptions (<1 year of operations); (3)
Tappaghan extension (9MW) commissioned in June 2009
Power Price
Demand
Energy efficiency Electric vehicles Electrification of heat
Absolute level of demand not important in the long term
Generation mix will be the same Economics and policy driven
Generation mix | 2021 | 2050 |
Wind | 26% | 59% |
Solar | 4% | 10% |
Nuclear | 19% | 10% |
Gas | 36% | 11% |
Other | 15% | 10% |
Gas sets price | 90% of time | 40% of time |
Price (real) | £53/MWh | £45/MWh |
Supply
Demand in China and India Cost of extraction
Focus on climate change
Network charges Ramping, opportunity cost
GB power price profile (before any PPA or other discounts)
45p/th = £30/MWh
£40/t = £15/MWh
£5/MWh
£50/MWh
Power price is the largest driver of risk and reward
NAV Sensitivities
Simple Capital Structure
2.51% average cost of long term debt
£400m RCF fully drawn as at 31 December 2020
- to be reduced to £240m following February 2021 equity raise and acquisition of Braes of Doune
Important Information
This presentation and its contents are confidential.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES (OR TO ANY US PERSON), AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, CANADA, JAPAN, ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA AND THE UK (OTHER THAN TO PROFESSIONAL INVESTORS IN THE UK, AND TO PROFESSIONAL INVESTORS IN THE REPUBLIC OF IRELAND AND THE NETHERLANDS) OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
This presentation does not constitute an offer of securities in the United States or any other jurisdiction. Securities 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 ordinary 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. Neither Greencoat Capital nor UKW intend to register any portion of the offering in the United States or conduct a public offering of securities in the United States.
This document 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 presentation and any offer if made subsequently is directed only at professional investors in the Republic of Ireland and to qualified investors in the Netherlands (as defined in article 1:1 of the Dutch Act of Financial Supervision) (the "Eligible Member States"). The Investment Manager has not been authorised or has notified of the intention to market under the national private placement regime (or equivalent) in any other member state (each an "Ineligible Member State"). This presentation 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 document is intended for distribution only in the United Kingdom and only to (i) persons who 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 (as amended) (the "Order"); (ii) high net worth companies, unincorporated associations etc. falling within Article 49(2) of the Order; or (iii) persons to whom it can otherwise lawfully be distributed (persons meeting such criteria are referred to herein as "Relevant Persons"). It is not directed at and may not be acted or relied on by anyone other than a Relevant Person and such persons should return this document to Greencoat Capital. By accepting this document and not immediately returning it, you represent that: (i) you are a Relevant Person; and (ii) you have read, agreed to and will comply with the contents of this notice. The distribution of this document in certain jurisdictions may be restricted and accordingly it is the responsibility of any person into whose possession this document comes to inform themselves about and observe such restrictions.
This document has not been approved or authorised by the Guernsey Financial Services Commission (the "Commission") or the States of Guernsey. This document 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 document 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.
Any subsequent offer 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 document or any subsequent offer made under the presentation 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.
No action has been or will be taken in Israel that would permit an offering of this investment opportunity or a distribution of this document to the public in Israel and this document shall not be seen as a public offering as defined under the Israeli Securities Law, 1968 or the Joint Investment Trust Law, 1994. In particular, this document has not been reviewed or approved by the Israel Securities Authority. Accordingly, the investment opportunity shall only be sold in Israel to investors of the type listed in the First Schedule to the Israel's Securities Law, 1968 (a "Sophisticated Investor").
Each investor shall be required to warrant, as a condition precedent to purchasing the investment opportunity, that it is a Sophisticated Investor, that it is aware of the implications of being treated as a Sophisticated Investor, and consents to such treatment. Further, each investor shall be required to warrant, as a condition precedent to purchasing the investment opportunity, that it is acquiring the investment for its own account and without intent to market, re-sell, or otherwise distribute the investment to any other person.
The Company is not licensed under the Israeli Regulation of Investment Advice, Investment Marketing and Portfolio Management Law, 1995, and this document shall not constitute Investment Advice or Investment Marketing as defined therein. In making an investment decision, investors must only rely on their own examination of the investment opportunity, including the merits and risks involved, and should seek advice from appropriate advisors with respect to the legal, accounting, tax and financial ramifications of purchasing the investment.
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. This document 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 document nor any other offering or marketing material relating to the Ordinary Shares constitutes a prospectus pursuant to the FinSA, and neither this document nor any other offering or marketing material relating to the Ordinary Shares may be publicly distributed or otherwise made publicly available in Switzerland.
This presentation and any information made available subsequent hereto is strictly confidential to the addressee(s) and it may not be copied, reproduced, disclosed, distributed or passed on, in whole or in part, to any other person. This document is supplied for information purposes of the addressee(s) only. This document does not constitute and may not be construed as, an offer to sell or an invitation to purchase, investments of any description nor the provision of investment advice by any party and no reliance may be placed for any purposes whatsoever on the information (including, without limitation, illustrative modelling information) contained in this document.
This presentation has been prepared by Greencoat Capital LLP ("Greencoat Capital"). Greencoat Capital is the exclusive investment manager to Greencoat UK Wind PLC ("UKW"). Neither Greencoat Capital nor UKW or any of their officers, partners, employees, agents, advisers or affiliates makes any express or implied representation, warranty or undertaking with respect to the information nor opinions contained in this presentation. No liability whatsoever (whether in negligence or otherwise) arising directly or indirectly from the use of this presentation is accepted and no representation, warranty or undertaking, express or implied, is or will be made by Greencoat Capital or UKW or any of their respective directors, officers, employees, advisers, representatives or other agents for any information or any of the opinions contained herein or for any errors, omissions or misstatements.
Greencoat Capital, which is authorised and regulated by the UK Financial Conduct Authority, is not acting as adviser to any recipient of this document and will not be responsible to any recipient of this document for providing the protections afforded to clients of Greencoat Capital nor for providing advice in connection with this presentation or matters referred to herein. All investments are subject to risk, including the loss of the principal amount invested. Past performance is no guarantee of future returns. The value of shares and the income from them is not guaranteed and can fall as well as rise due to stock market and currency movements. When you sell your investment you may get back less than you originally invested. You should always seek expert legal, financial, tax and other professional advice before
making any investment decision.
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Greencoat UK Wind plc published this content on 25 February 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 22 March 2021 09:20:06 UTC.
