REG - Greencoat UK Wind - Proposed placing to raise up to £50 million <Origin Href="QuoteRef">III.L</Origin> <Origin Href="QuoteRef">UKWG.L</Origin> - Part 2

3iAnnouncement

12/11/2015 07:02

- Part 2: For the preceding part double click  ID:nRSL4328Fa 

a resident of any Prohibited
Jurisdiction and acknowledges that the Placing Shares have not been and will
not be registered nor will a prospectus be cleared in respect of the Placing
Shares under the securities legislation of any Prohibited Jurisdiction and,
subject to certain exceptions, may not be offered, sold, taken up, renounced,
delivered or transferred, directly or indirectly, within any Prohibited
Jurisdiction; 
 
28.        represents and warrants that any person who confirms to the
Managers on behalf of a Placee an agreement to subscribe for Placing Shares
and/or who authorises the Managers to notify the Placee's name to the
Company's registrar, has authority to do so on behalf of the Placee; 
 
29.        acknowledges that the agreement to settle each Placee's acquisition
of Placing Shares (and/or the acquisition of a person for whom it is
contracting as agent) free of stamp duty and stamp duty reserve tax depends on
the settlement relating only to an acquisition by it and/or such person direct
from the Company of the Placing Shares in question. Such agreement assumes
that the Placing Shares are not being acquired in connection with arrangements
to issue depositary receipts or to issue or transfer the Placing Shares into a
clearance service. If there were any such arrangements, or the settlement
related to other dealing in the Placing Shares, stamp duty or stamp duty
reserve tax may be payable, for which neither the Company nor the Managers
will be responsible. If this is the case, the Placee should take its own
advice and notify the Bookrunner accordingly; 
 
30.        acknowledges that the Placing Shares will be issued and/or
transferred subject to the terms and conditions set out in this announcement
(including this Appendix); 
 
31.        acknowledges that when a Placee or any person acting on behalf of
the Placee is dealing with a Manager, any money held in an account with such
Manager on behalf of the Placee and/or any person acting on behalf of the
Placee will not be treated as client money within the meaning of the relevant
rules and regulations of the FCA. The Placee acknowledges that the money will
not be subject to the protections conferred by the client money rules; as a
consequence, this money will not be segregated from the Manager money in
accordance with the client money rules and will be used by the Manager in the
course of its business; and the Placee will rank only as a general creditor of
the Manager (as the case may be); 
 
32.        acknowledges and understands that the Company, the Managers, and
others will rely upon the truth and accuracy of the foregoing representations,
warranties, agreements, undertakings and acknowledgements; 
 
33.        acknowledges that the basis of allocation will be determined by the
Managers at their absolute discretion. The right is reserved to reject in
whole or in part and/or scale back any participation in the Placing; 
 
34.        irrevocably authorises the Company and the Managers to produce this
announcement pursuant to, in connection with, or as maybe required by any
applicable law or regulation, administrative or legal proceeding or official
inquiry with respect to the matters set forth herein; and 
 
35.        that its commitment to subscribe for Placing Shares on the terms
set out herein will continue notwithstanding any amendment that may in future
be made to the terms of the Placing and that Placees will have no right to be
consulted or require that their consent be obtained with respect to the
Company's conduct of the Placing. 
 
The acknowledgements, agreements, undertakings, representations and warranties
referred to above are given to each of the Company and the Managers (for their
own benefit and, where relevant, the benefit of its Affiliates and any person
acting on their behalf) and are irrevocable. 
 
No claim shall be made against the Company, the Managers, their respective
Affiliates or any other person acting on behalf of any of such persons by a
Placee to recover any damage, cost, charge or expense which it may suffer or
incur by reason of or arising from the carrying out by it of the work to be
done by it pursuant hereto or the performance of its obligations hereunder or
otherwise in connection with the Placing. 
 
No UK stamp duty or stamp duty reserve tax should be payable to the extent
that the Placing Shares are issued or transferred (as the case may be) into
CREST to, or to the nominee of, a Placee who holds those shares beneficially
(and not as agent or nominee for any other person) within the CREST system and
registered in the name of such Placee or such Placee's nominee. 
 
Any arrangements to issue or transfer the Placing Shares into a depositary
receipts system or a clearance service or to hold the Placing Shares as agent
or nominee of a person to whom a depositary receipt may be issued or who will
hold the Placing Shares in a clearance service, or any arrangements
subsequently to transfer the Placing Shares, may give rise to stamp duty
and/or stamp duty reserve tax, for which neither the Company nor the Managers
will be responsible and the Placee to whom (or on behalf of whom, or in
respect of the person for whom it is participating in the Placing as an agent
or nominee) the allocation, allotment, issue or delivery of Placing Shares has
given rise to such stamp duty or stamp duty reserve tax undertakes to pay such
stamp duty or stamp duty reserve tax forthwith and to indemnify on an
after-tax basis and to hold harmless the Company and the Managers in the event
that any of the Company and/or the Managers have incurred any such liability
to stamp duty or stamp duty reserve tax. 
 
In addition, Placees should note that they will be liable for any capital
duty, stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any interest,
fines or penalties relating thereto) payable outside the UK by them or any
other person on the acquisition by them of any Placing Shares or the agreement
by them to acquire any Placing Shares. 
 
All times and dates in this announcement may be subject to amendment. The
Managers shall notify the Placees and any person acting on behalf of the
Placees of any such changes. 
 
This announcement has been issued by the Company and is the sole
responsibility of the Company. 
 
Each Placee, and any person acting on behalf of the Placee, acknowledges that
the Managers do not owe any fiduciary or other duties to any Placee in respect
of any representations, warranties, undertakings or indemnities in the Placing
Agreement. 
 
Each Placee and any person acting on behalf of the Placee acknowledges and
agrees that the Managers or any of their Affiliates may, at their absolute
discretion, agree to become a Placee in respect of some or all of the Placing
Shares. 
 
The rights and remedies of the Managers and the Company under these terms and
conditions are in addition to any rights and remedies which would otherwise be
available to each of them and the exercise or partial exercise or partial
exercise of one will not prevent the exercise of others. 
 
Each Placee may be asked to disclose in writing or orally to the Managers: 
 
(a)     if he is an individual, his nationality; or 
 
(b)                    if he is a discretionary fund manager, the jurisdiction
in which the funds are managed or owned. 
 
This information is provided by RNS
The company news service from the London Stock Exchange