Greencoat Renewables Launches 12 month 250 million Share Issuance Programme

Launch of Initial Placing of approximately 100 million New Shares to finance attractive acquisition pipeline in Ireland

Greencoat Renewables PLC ("Greencoat Renewables" or "the Company"), the renewable infrastructure company, invested in euro-denominated assets, is pleased to announce a 12 month Share Issuance Programme of up to 250 million New Shares in a number of tranches, to provide the Company with greater financial capacity to take advantage of an increasingly active secondary market for wind assets in Ireland.

The Company intends to issue approximately 100 million Placing Shares at a price of €1.01 per Placing Share pursuant to the first tranche of the Share Issuance Programme, being the

Initial Placing, which is being launched today.

In line with the Company's strategy, the net proceeds of the Initial Placing will be used to refinance the Company's Revolving Credit Facility, allowing the Company to make acquisitions whilst maintaining total gearing (currently 43%) within the target range. The Share Issuance Programme will, the Board believes, provide the Company with the financial flexibility to raise further equity as value-accretive investment opportunities continue to arise and enable the Company to deliver effectively on its stated strategy.

Implementation of the Share Issuance Programme requires the approval of the Company's shareholders at the EGM to be held on 1 August 2018. The Board believes that the Share Issuance Programme is in the best interests of shareholders as a whole and unanimously recommends that Shareholders vote in favour of the resolutions in respect of the Share Issuance Programme at the EGM. The Directors intend to vote in favour of the resolutions in respect of their own beneficial  holdings  of  Ordinary Shares which amount in aggregate to 150,000 Ordinary Shares, constituting 0.06 % of the issued Ordinary Share capital.

Ronan Murphy, who is a Director, intends to participate in the Initial Placing by subscribing for approximately €25,000 worth of New Shares, so that following completion of the Initial Placing, he will hold c. 124,752 Ordinary Shares, representing c. 0.03% of the enlarged issued Ordinary Share capital of the Company (assuming 100 million New Shares are issued pursuant to the Initial Placing).

Emer Gilvarry, who is also a Director, intends to participate in the Initial Placing, subscribing for approximately €50,000 worth of New Shares, so that following completion of the Initial Placing, she will hold c. 49,505 Ordinary Shares, representing c. 0.01% of the enlarged issued Ordinary Share capital of the Company (assuming 100 million New Shares are issued pursuant to the Initial Placing).

Rónán Murphy, Chairman of Greencoat Renewables, commented:

We are very pleased with the progress made over the past twelve months, achieving the operational and strategic targets we laid out at IPO. The secondary market for operating wind assets in Ireland continues to grow apace, with an increasing number of opportunities large and small. We believe Greencoat Renewables is uniquely well positioned to take advantage of this market opportunity.

While the Company expects to continue to expand its portfolio, shareholder returns remain paramount and we have a disciplined approach to acquisitions to ensure we continue to deliver a progressive dividend policy and an attractive overall return.

Background to, and Reasons for, the Share Issuance Programme

Delivery of Strategy

Greencoat Renewables listed in July of 2017 in an oversubscribed IPO, raising gross proceeds of €270 million. Since listing, the Company has delivered on its stated strategy at IPO:

·    Paid a pro rata 6 cent annual dividend for period since listing in 2017, and announced a 6 cent target dividend for the 2018 full year;

·    Three additional wind generation asset investments completed, acquiring Lisdowney, Tullynamoyle 2, and Dromadda More wind farms, increasing installed capacity from 137MW to 194MW, representing overall portfolio growth of >40%;

·    Put in place a Revolving Credit Facility to refinance project finance debt and fund acquisitions; and

·    Maintained operational performance of the portfolio in line with management expectations.

Irish Market Background

Ireland remains an attractive location for investment in wind assets, with a reliable wind resource and robust regulatory regime underpinned by REFIT 2. The introduction of the new I-SEM market structure in October 2018 is expected to allow the Irish electricity market to be integrated within a pan European market and to allow increasing volumes of renewable electricity to be generated while ensuring all renewable generators are balanced or focused on being balanced.

Strength of Acquisition Pipeline in Ireland

The Company has a significant pipeline of opportunities to acquire wind farms in Ireland, and the Company wishes to ensure that it is in a position to capitalise on these opportunities as and when they become available. The Company is therefore proposing the Share Issuance Programme under which it will be able to issue New Shares to take advantage of such investment opportunities as they arise, by way of drawing on the Revolving Credit Facility (having repaid some or all of its existing borrowings from the proceeds of the Initial Placing) and, then, subsequent placings.

The Irish secondary market for wind assets remains very active, with over 4GW of assets on schedule to be operational by 2020. The past 18 months has seen over 500MW of operating assets being acquired from a wide range of sellers from large scale utilities to smaller local developers. Through its expertise and relationships, Greencoat Renewables is very well placed to transact across the market and it has in excess of 200MW of an acquisition pipeline under consideration.

Benefits of the Share Issuance Programme

The Directors believe that the Share Issuance Programme will confer the following benefits for Shareholders and the Company:

(i)         allows the Company to repay part or all of its borrowings under its existing loan facilities, enabling it to take advantage of the significant pipeline of opportunities presently under consideration;

(ii)        the phased issuance of equity allows the Company to manage its leverage and ensure that it is appropriate, based on the portfolio at the time; and

(iii)       receiving the approval of Shareholders for the full issuance of New Shares under the Share Issuance Programme allows the Company to raise further tranches of equity more quickly and cost-efficiently within the 12 month authorisation period.

NAV per Share Accretive

The Placing Price represents a discount of 2.4% to the closing price per Ordinary Share of €1.05 on Euronext Dublin and 3.6% to the closing price per Ordinary Share of €1.063 on the London Stock Exchange on 6 July 2018 (each closing price adjusted for the 1.5 cent per Ordinary Share dividend payable with respect to the quarter ended 30 June 2018). The Placing Price represents a premium of 4.3% to the last reported NAV of 96.8 cent per Ordinary Share as at 30 June 2018.

Proposed Share Issuance Programme

Under the Share Issuance Programme, Greencoat Renewables intends to, subject to shareholder approval, issue up to 250 million New Shares.

·    The Share Issuance Programme is being implemented to raise additional capital over a 12 month period to provide the Company with greater financial capacity to take advantage of the strong pipeline of opportunities available to the Company.

·    As part of the Share Issuance Programme, subject to shareholder approval, the Company will issue approximately 100 million Placing Shares pursuant to the Initial Placing at a Placing Price of €1.01 per Placing Share (ex-dividend). The final size of the Initial Placing is expected to be announced on, or around, 24 July 2018 and may vary from the number detailed in this Announcement.

·    The net proceeds from the Initial Placing will be used towards repaying borrowings under the Company's Revolving Credit Facility, allowing the Company to make acquisitions whilst maintaining leverage (currently 43%) within the target range.

·    New Shares may be allotted and issued under the Share Issuance Programme for a period of 12 months commencing on the date of passing of the resolutions at the EGM (or any earlier date on which the Share Issuance Programme is fully subscribed or that the Board, in its sole discretion, determines).

·    The Company may, at its discretion, agree to or stipulate additional conditions to any Subsequent Placings. If any of these conditions are not met, the issue of the relevant tranche of New Shares pursuant to the Share Issuance Programme will not proceed.

Notice of EGM

·    The Initial Placing and Share Issuance Programme are not underwritten, and are conditional on, inter alia, shareholder approval at the EGM to be held on 1 August 2018.

·    A Circular setting out full details of the proposals to be considered at the EGM in respect of the Share Issuance Programme, and which includes a notice of the EGM, has been dispatched to Company shareholders today.

·    The EGM will be held at Davy House, 49 Dawson Street, Dublin 2, Ireland on 1 August 2018 at 9 a.m. Further details are set out below.

·    An electronic copy of the Circular will shortly be available on the Company's website http://www.greencoat-renewables.com/.