Greencoat Renewables Plc — Capital/Financing Update 2017

Jun 19, 2017

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Intention to Float

Greencoat Renewables PLC:

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 OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

This announcement is an advertisement and not a prospectus or admission document. Investors should not purchase or subscribe for any transferable securities referred to in this announcement except on the basis of information in the admission document (the "Admission Document") to be published by Greencoat Renewables PLC in due course in connection with the admission of its ordinary shares of €0.01 each (the "Ordinary Shares") to trading on AIM, a market operated by the London Stock Exchange plc and ESM, a market operated by the Irish Stock Exchange plc and related placing and issue of Ordinary Shares. A copy of the Admission Document will, following publication, be available from the Company’s website at www.greencoat-renewables.com. This announcement does not constitute or form part of any offer to sell, or a solicitation of any 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.

19th June, 2017

GREENCOAT RENEWABLES PLC ANNOUNCES INTENTION TO RAISE UP TO €250 MILLION AND SEEK ADMISSION OF ITS SHARES TO TRADING ON AIM AND ESM

Launch of new euro-denominated renewables plc to be the first listed renewable energy infrastructure company on Irish Stock Exchange

Greencoat Renewables PLC ("Greencoat Renewables" or the "Company"), a recently incorporated Irish public limited company to be managed by Greencoat Capital LLP (“Greencoat Capital” or the “Investment Manager”), announces its intention to raise gross proceeds of up to €250 million and seek admission to trading of its Ordinary Shares on AIM and ESM markets of the London Stock Exchange plc (“LSE”) and Irish Stock Exchange plc (“ISE”) respectively (“Admission”).

In March 2017, the Company acquired a seed portfolio of operating Irish onshore wind farms, with an aggregate capacity of 137MW. Funding for the acquisition was provided by the National Treasury Management Agency (as controller and manager of the Ireland Strategic Investment Fund) (“ISIF”) and Allied Irish Banks, p.l.c. (“AIB”), a leading Irish financial institution.

The Company intends to list on the LSE and ISE in order to raise new funds and position the Company for future growth. Greencoat Renewables intends to acquire further operating Irish wind farms and, over time, to acquire operating wind and solar assets in certain other Eurozone countries with the objective of generating attractive risk adjusted returns for shareholders.

At Admission, the Company is expected to have a Net Asset Value per Ordinary Share of not less than €0.98, based on an issue price per Ordinary Share of €1.00 (the “Issue Price”).

Greencoat Renewables expects it will be the first renewable energy infrastructure company listed on the Irish Stock Exchange and is expected to have, on Admission, an equity market value of €250 million1.

KEY HIGHLIGHTS

• Attractive Risk Adjusted Returns Profile: Euro denominated investment opportunity with progressive dividend policy. Initial dividend target of an annualised €0.06 and target IRR of 7 to 8 per cent. (net of expenses and fees).
• Focussed Investment Policy: Initially investing in operational wind farms in Ireland and, over time, expanding into wind and solar assets in certain other Eurozone countries with a stable and robust renewable energy framework.
• Stable and Supportive Regulatory Regime: Longstanding Irish regulatory regime guarantees an index linked floor to the power price for the REFIT period (15 years).
• Quality Seed Portfolio: 137MW Irish operating portfolio acquired in March 2017, providing the Company with an established income stream on Admission.
• Compelling Growth Opportunity: The Company expects Ireland to have c.4.3GW of onshore wind in operation by 2020, with significant consolidation opportunities.
• Proven Investment Manager: Greencoat Capital is an experienced investment manager with a track record of making acquisitions and delivering strong shareholder returns in the listed renewable energy infrastructure sector.
• Independent Board: Strong Board of independent, non-executive directors with relevant and complementary backgrounds.
• Supportive Irish Stakeholders: ISIF and AIB, who funded the Company’s acquisition of the seed portfolio, have made conditional investment commitments of up to €105 million (in aggregate) in the capital raising.

Rónán Murphy, Non-Executive Chairman of Greencoat Renewables, said:

“The Company has an attractive seed portfolio of operating Irish onshore wind assets and our intention to raise new capital and list on the Irish and London Stock Exchanges is an exciting next step for Greencoat Renewables. The quality of our seed portfolio, coupled with the expertise and experience of our Investment Manager, should allow us to generate an attractive yield for shareholders coupled with capital growth.”

Bertrand Gautier, Partner of Greencoat Capital, the Investment Manager, said:

"The Irish renewable energy market, with Ireland’s abundant wind resource, offers a compelling opportunity for investors. The consolidation of a high quality portfolio of operating assets will allow us to create long term value for shareholders. From our base in Ireland, we expect that Greencoat Renewables will become a leading euro-denominated renewables investment company and we are excited about the growth prospects for the business.”

GREENCOAT RENEWABLES PLC

INVESTMENT OBJECTIVE AND TARGET RETURNS

The Company’s aim is to provide attractive risk adjusted returns to shareholders through an annual dividend per Ordinary Share that increases progressively while growing the capital value of its investment portfolio. The Company is targeting an annualised dividend of €0.06 per Ordinary Share from Admission2.

The Company is targeting an IRR of 7 to 8 per cent. (net of expenses and fees) on the Issue Price of the Ordinary Shares to be achieved over the longer term via active management of the investment portfolio, reinvestment of excess cash flows and the prudent use of leverage. The Company intends to hold assets in its investment portfolio for the long term.

INVESTMENT POLICY OVERVIEW

The Company will initially focus on investing in operating wind assets in Ireland, where it has acquired the seed portfolio and where the Board and the Investment Manager believe there is an attractive opportunity to consolidate onshore wind assets. Over time, the Company will also target certain other Eurozone countries, where the Board and the Investment Manager believe there is a stable and robust renewable energy framework, being Belgium, Finland, France, Germany and the Netherlands.

Over time, the Company aims to achieve further growth, principally through investing in a growing portfolio of assets across a number of different markets and a mix of renewable energy technologies.

INVESTMENT OPPORTUNITY

The Directors believe that an investment in the Company offers the following attractive characteristics:

Attractive Risk Adjusted Returns Profile

The Company is targeting an IRR of 7 to 8 per cent. (net of expenses and fees) on the Issue Price of its Ordinary Shares to be achieved over the longer term reflecting an attractive initial dividend of an annualised €0.06 per Ordinary Share, growing progressively, and capital growth.

Stable and Supportive Regulatory Regime

Ireland has an EU obligation to ensure that 16 per cent. of primary energy use is derived from renewable sources, expected to be largely from onshore wind, by 2020. Since 1995, Ireland has provided owners of operating wind farms with a supportive regulatory framework. Irish wind farms benefit from a 15 year inflation linked floor price under the REFIT regime, while allowing wind farms to capture prices above the floor. The REFIT regime is transparently funded through a public service obligation levy charged to all electricity customers.

Quality Seed Portfolio

The Company has acquired in a single transaction a quality seed portfolio from Brookfield, a leading global renewable energy developer, comprising 100 per cent. interests in two onshore wind farms, Knockacummer, located in Co. Cork, and Killhills, located in Co. Tipperary. The seed portfolio has an aggregate capacity of 137MW and a proven operating history. The turbine technology utilised in Knockacummer and Killhills is supplied by top tier manufacturers, respectively Nordex and Enercon, and benefits from long term operating and maintenance contracts from these providers together with availability guarantees.

Compelling Growth Opportunity

Currently there is c.2.8GW of operating Irish wind farms with, the Company expects, a further 1.5GW expected to be built under REFIT2 by 2020, with significant consolidation opportunities. Over time, the Company aims to achieve diversification principally through investing in a growing portfolio of assets in certain other Eurozone countries in wind and/or solar PV.

Proven Investment Manager

The Investment Manager, Greencoat Capital, has a proven track record in the UK of making acquisitions and delivering strong shareholder returns in the listed renewable infrastructure sector. Greencoat Capital manages renewable assets of c.€2 billion and started the UK renewables infrastructure sector in 2013 with the listing of Greencoat UK Wind PLC (“UKW”) on the LSE. Since its listing in 2013, UKW has delivered a total shareholder return of over 55 per cent. to its shareholders3.

Supportive Irish Stakeholders

Initial funding for the acquisition of the seed portfolio was provided by AIB and ISIF, who have (in aggregate) conditionally committed to subscribe for an equity shareholding in the Company of up to €105 million. Each will be subject to a 12 month lock-in and a further 12 month orderly market arrangement.

THE SEED PORTFOLIO

The Company acquired the seed portfolio from Brookfield in March 2017 which consists of 100 per cent. ownership interests in two operating wind farms located in Ireland. The two onshore wind farms have an aggregate capacity of 137MW and comprise 56 turbines across the two locations.

Electricity generated by the wind farms in the seed portfolio is sold under two long term “route to market” power purchase agreements which enable each wind farm to benefit from the relevant REFIT floor price for electricity generated from onshore wind for the duration of the relevant REFIT support period and to benefit from any upside should market prices exceed the annual REFIT reference price in any trading period.

The day-to-day operations of the wind farms are currently performed by Brookfield.

INVESTMENT MANAGER

The Company has appointed Greencoat Capital, an experienced renewable infrastructure investment manager (which is regulated in the UK by the Financial Conduct Authority) as the Investment Manager.

The Investment Manager will provide investment management services to the Company within the strategic guidelines set out in the Company’s investment policy, subject to the overall supervision and direction of the Board. The Board will monitor the Investment Manager’s performance and retain the ability to make decisions with respect to certain matters, including significant acquisitions and the Company’s funding requirements.

Bertrand Gautier and Paul O’Donnell 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 on-going management of the assets.

THE BOARD

The Company has a strong Board of independent non-executive directors from relevant and complementary backgrounds, offering many years of professional and energy sector experience, including experience on significant listed company boards. The Board is chaired by Rónán Murphy, former Senior Partner of PwC Ireland and will also comprise Emer Gilvarry, Chair of Mason Hayes & Curran (Solicitors) and Kevin McNamara, former senior executive at ESB International and Amarenco Solar. The Board intends to appoint an additional independent non-executive director in due course.

CORNERSTONE AND OTHER INVESTORS

Initial funding for the acquisition of the seed portfolio was provided by AIB and ISIF, who have, in aggregate, conditionally committed to subscribe for up to 105 million Ordinary Shares on Admission.

ISIF has entered into a cornerstone investor agreement with the Company for between 76 million and 80 million Ordinary Shares and AIB has entered into a subscription agreement with the Company for between 10 million to 25 million Ordinary Shares.

The Investment Manager, Bertrand Gautier and Paul O’Donnell have entered into subscription agreements with the Company for an aggregate of 600,000 Ordinary Shares, conditional on Admission.

All of the above investors will be subject to a lock-up restriction of one year and a further 12 month orderly market arrangement. A summary of these arrangements will be described in the Admission Document.

For further details contact:

Greencoat Capital LLP (Investment Manager)		+44 20 7832 9400
Bertrand Gautier
Paul O’Donnell
Tom Rayner
Davy (Financial Adviser, Nominated Adviser, ESM Adviser and Joint Bookrunner)		+353 1 679 6363
Fergal Meegan
Ronan Veale
Barry Murphy
RBC Capital Markets (Joint Bookrunner)		+44 20 7653 4000
Matthew Coakes
Duncan Smith
Ema Betts
FTI Consulting (Investor Relations & Media)		+353 1 765 0886
Jonathan Neilan
Melanie Farrell
Sam Moore

Appendix 1: Investment Policy Summary

The Company is an Investing Company for the purposes of Rule 8 of the AIM Rules and the ESM Rules, and accordingly will operate in accordance with its stated investing policy (the “Investment Policy”).

The Investment Policy includes, inter alia, the following:

The Company will invest in euro denominated operational renewable electricity generation assets in Ireland and certain other Eurozone countries, being Belgium, Finland, France, Germany and the Netherlands.

The Company will focus initially on investing in wind assets in Ireland, where it has acquired the seed portfolio and where the Board and the Investment Manager believe there is an attractive opportunity to consolidate onshore wind assets. After two years, the Company may invest in certain other Eurozone countries where the Board and the Investment Manager believe there is a stable and robust renewable energy framework, with investments outside of Ireland capped at 40 per cent. of the Gross Asset Value.

Over time, the Company aims to achieve diversification principally through investing in a growing portfolio of assets across a number of distinct geographies and a mix of renewable energy technologies.

Over time, the Company will invest in both onshore and offshore wind farms with the amount invested in offshore wind farms being capped, in aggregate, at 40 per cent. of the Gross Asset Value.

It is the Company’s intention that once the Gross Asset Value of the Company exceeds €500 million, when any new acquisition is made, no interest in a single asset then acquired will have an acquisition price greater than 25 per cent. of the Gross Asset Value and in no circumstances will it exceed 30 per cent. of the Gross Asset Value.

The aggregate Group total of short-term acquisition financing and long-term debt will be limited to 60 per cent. of Gross Asset Value. Average total debt is expected to be approximately 40 per cent. of Gross Asset Value over the medium to long term.

The Company does not intend to employ staff but will instead engage experienced third parties to operate its assets.

The Company will seek to acquire 100 per cent.; majority; or minority interests in individual assets. These will usually be held through Special Purpose Vehicles (SPVs) which hold underlying wind or solar farm assets.

Appendix 2: Director Biographies

The Directors are all non-executives and are all independent of the Investment Manager.

Rónán Murphy (non-executive Chairman), aged 59, was previously Senior Partner of PwC Ireland, a position he was elected to in 2007 and was re-elected to for a further four year term in July 2011. Rónán joined PwC in 1980, qualifying in 1982, and was admitted to the partnership in 1992. Rónán was a member of the PwC EMEA Leadership Board from 2010 to 2015. Rónán is also a non-executive director of Icon Plc, Davy and Liberty Insurance.

Rónán holds a Bachelor of Commerce degree and Masters in Business Studies from University College Dublin and is a Fellow of the Institute of Chartered Accountants.

Emer Gilvarry (non-executive Director), aged 59, is Chair of Mason Hayes & Curran (Solicitors). Prior to taking up the position of Chair, Emer was the Managing Partner for two consecutive terms from 2008 to 2014. She was also a former Head of the firm’s Litigation Group (2001 to 2008). Emer is a former Board member of Aer Lingus plc. She is currently a board member of The Economic and Social Research Institute and the Ireland Funds.

Emer holds a Bachelor in Law degree from University College Dublin (BCL).

Kevin McNamara (non-executive Director), aged 62, has more than 25 years’ experience in the energy sector. Kevin enjoyed a long career with ESB International, including leading the investment division of ESB International Investments. More recently Kevin was CFO of Amarenco Solar, a solar business focussed on the Irish and French markets and prior to this CEO of Airvolution Energy, a UK wind development business.

Kevin holds a Bachelor of Commerce degree from University College Dublin and is a Fellow of the Institute of Chartered Accountants.

Appendix 3: The Investment Manger

Greencoat Capital

Greencoat Capital is a highly experienced manager in the renewable energy infrastructure and resource efficiency sectors, with c.€2 billion of assets under management across a number of funds. It was founded in 2009 and has grown to an experienced team of over 20 employees based in London and Dublin, covering several, separate mandates. Greencoat Capital advises ESB Novusmodus LP (“ESBNM”), the €200 million renewable and resource efficiency fund of the ESB. Greencoat Capital commenced its infrastructure investment management activities in March 2013 with the establishment of UKW, a sector-focused infrastructure fund invested in UK wind generation assets whose shares are listed on the main market of the LSE. UKW has a market capitalisation approaching £1 billion and is a constituent of the FTSE 250. Greencoat Capital also manages two non-listed funds, with over £0.4 billion of commitments, which invest in operating UK solar farms.

Investment Advisory Team

Bertrand Gautier

Bertrand has over 25 years of operational, financial and investment experience, of which the last 7 years focussed solely on renewables. Bertrand has been a Partner of the Investment Manager since joining in 2010. Bertrand specialises in investments across the renewable energy space. Bertrand joined from Terra Firma Capital Partners where he managed a variety of LBO and re-financing transactions and oversaw the management of portfolio businesses, focusing on asset-backed companies. Before joining Terra Firma in 2007, Bertrand spent five years at Merrill Lynch as part of the M&A Advisory Group in the Infrastructure and Industrials team. Prior to that, he gained extensive operational experience over eight years at Procter & Gamble in supply chain and purchasing management, as well as in several French engineering SMEs.

Bertrand chairs the Greencoat Renewables Investment Committee. Bertrand also sits on the Investment Committee of UKW and on the boards of: Nualight, Cylon Controls, and tenKsolar, portfolio companies of ESBNM.

Bertrand holds an MSc in General Engineering from ICAM (France) and an MBA from Harvard Business School (USA).

Paul O’Donnell

Paul has over 15 years of renewables and investment experience, of which the last 10 have been focussed solely on renewables. Paul joined the Investment Manager in 2009 and has specialised in managing investments in the wind and solar generation sectors, working across development, operations, technology, and financing. In that time, Paul oversaw Airvolution Energy, a UK based wind developer which has developed and constructed over 60MW of wind assets as well as Lumicity, a UK solar developer which developed over 60MW of solar assets. Paul has been a Partner of the Investment Manager since 2016, and has been based in Dublin since 2013. Prior to joining Greencoat Capital, Paul worked with Libertas Capital, the specialist renewable energy investment bank. At Libertas, Paul advised renewable companies on raising equity and focussed on the AIM market. Paul started his career with PwC Ireland in Dublin.

Paul sits on the Investment Committee of Greencoat Renewables. Paul also sits on the board Endeco Technologies (Ireland), a portfolio company of ESBNM.

Paul holds a BBS (Hons) in Finance from Trinity College Dublin

Laurence Fumagalli and Stephen Lilley also sit on the Investment Committee of Greencoat Renewables.

Disclaimers

The contents of this announcement, which have been prepared by and are the sole responsibility of the Company, have been approved by Greencoat Capital, solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000 for the purpose of being directed in the United Kingdom at persons (i) who have professional experience in matters relating to investments and who are "investment professionals" and investment personnel of the same each within the meaning of the Article 19 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the “Order”); (ii) who are high net worth bodies corporate, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) of the Order; or (iii) to whom “non-mainstream pooled investments” (as defined in the UK Financial Conduct Authority’s (the “FCA”) Handbook (the “FCA Handbook”)) may be promoted in the UK.

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.

This announcement does not constitute an offering circular or prospectus in connection with an offering of securities of the Company. Investors must neither accept any offer for, nor acquire, nor subscribe for any securities to which this document refers, unless they do so on the basis of the information contained in the applicable admission document published or offering circular distributed by the Company. This announcement does not constitute an offer to sell, or the solicitation of an offer to buy or subscribe for, any securities and cannot be relied on for any investment contract or decision.

This announcement is an advertisement and not a prospectus or admission document and investors should not purchase or subscribe for any securities referred to in this announcement except on the basis of information in the Admission Document to be published by the Company in due course in connection with the Admission of its Ordinary Shares to trading on AIM, a market operated by the London Stock Exchange plc and ESM, a market operated by the Irish Stock Exchange plc and related placing and issue of its Ordinary Shares (the “Placing”). A copy of the Admission Document will, following publication, be available from the Company’s website at www.greencoat-renewables.com. This announcement is not an offer to sell, or a solicitation of an offer to acquire or subscribe for 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.

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) (the “US”), 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 constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the US, Australia, Canada, Japan or South Africa.

Within the EEA, this announcement is directed at and is only being distributed in (A) Ireland, the United Kingdom, Belgium, France, Germany, the Netherlands, Spain and Sweden other EEA member states to ‘professional investors’ (as that term is used in the Alternative Investment Fund Managers Directive (Directive 2011/61/EU) (“AIFMD”)) domiciled or incorporated in those jurisdictions and (B) additionally in the United Kingdom to persons (i) who have professional experience in matters relating to investments and who are "investment professionals" and investment personnel of the same each within the meaning of the Article 19 of the Order or (ii) who are high net worth bodies corporate, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) of the Order; or (iii) to whom “non-mainstream pooled investments” (as defined in the FCA Handbook) may be promoted in the UK.

Greencoat Capital has notified the FCA of its intention to, having received approval from the FCA, market the Ordinary Shares in Belgium, France, Germany, Ireland, the Netherlands, Spain, Sweden and the United Kingdom in accordance with the regime laid down in the AIFMD but does not intend to seek regulatory clearance to market the shares in any other Member State of the European Union.

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 US 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 applicable securities laws of any state, province or territory of Australia, Canada, South Africa or Japan. 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 any country, including the UK, Ireland, the United States, Australia, Canada, South Africa or Japan.

Each of the Company, Greencoat Capital, J&E Davy (“Davy”), RBC Europe Limited (trading as RBC Capital Markets) (“RBC”) 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 Placing should be made solely on the basis of the information contained in the final Admission Document to be issued by the Company in connection with the Placing 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 Admission Document is published. In particular, the proposals referred to herein are tentative and are subject to verification, material updating, revision and amendment.

The date of Placing and Admission, may be influenced by a range of circumstances such as market conditions. There is no guarantee that the Placing and Admission will occur and you should not base your financial decisions on the Company's intentions in relation to the Placing 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 Placing. The value of Ordinary Shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the Placing for the person concerned. Past performance or information in this announcement or any of the documents relating to the Placing and/or Admission cannot be relied upon as a guide to future performance.

Each of Greencoat Capital and RBC is authorised and regulated in the United Kingdom by the FCA, and Davy is authorised and regulated in Ireland by the Central Bank of Ireland , and each is acting exclusively for the Company and no-one else in connection with the Placing and Admission. They will not regard any other person as their respective clients in relation to the Placing 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 Placing, Admission, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

In connection with the Placing and the Admission, each of Davy and RBC 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 Placing or Admission or otherwise. Accordingly, references in the Admission Document, 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 Davy and RBC and any of their affiliates acting as investors for their own accounts. Davy and RBC 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, Davy and RBC 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, Davy and RBC 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 Based on an issue of 250 million Ordinary Shares at the Issue Price.

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 or returns. Accordingly, investors should not place any reliance on these targets or assume that the Company will make any distributions at all in deciding whether to invest in Ordinary Shares.

3 Based on UKW's 2013 issue price including both share price appreciation to 15 June 2017, being the latest practicable date before the publication of this announcement, and all dividend payments to date, assuming such dividends were reinvested into UKW.

Greencoat Renewables PLC

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