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GREENCOAT RENEWABLES PLC - Pre-listing announcement: Fast-track secondary listing of GRP on the Alternative Exchange of the JSE Limited

Release Date: 21/05/2025 08:00
Code(s): GCETE     PDF:  
Wrap Text
Pre-listing announcement: Fast-track secondary listing of GRP on the Alternative Exchange of the JSE Limited

GREENCOAT RENEWABLES PLC
(Incorporated in the Republic of Ireland)
Registration Number: 598470
LSE Share Code: GRP
Euronext Dublin Share Code: GRP
JSE Share Code: GCT
ISIN Code: IE00BF2NR112
LEI: 635400TVSIFFQOB8RB67
("GRP" or the "Company")


PRE-LISTING ANNOUNCEMENT ("ANNOUNCEMENT"): FAST-TRACK SECONDARY LISTING OF GRP
ON THE ALTERNATIVE EXCHANGE ("ALTX") OF THE JSE LIMITED ("JSE")


1.     INTRODUCTION

1.1.      Greencoat Renewables plc is an Irish-incorporated renewable energy infrastructure company
          investing in European renewable electricity generation and storage assets.

1.2.      The Company has a market capitalisation of circa €844 million and has primary listings on the
          Alternative Investment Market ("AIM"), a market operated by the London Stock Exchange plc
          ("LSE"), and the Euronext Growth Market, a market operated by the Irish Stock Exchange plc
          trading as Euronext Dublin ("Euronet Dublin"). GRP's ordinary shares were admitted to trading on
          AIM and the Euronext Growth Market on 25 July 2017. Both the LSE and the Euronext Dublin are
          "accredited exchanges" as contemplated in the Listings Requirements of the JSE ("JSE Listings
           Requirements").

1.3.      The JSE has granted approval to GRP for a secondary listing of all its issued ordinary shares, being
          1,113,535,009 ordinary shares with a par value of €0.01 each, on the AltX of the JSE by way of
          an introduction and utilising the JSE's fast-track listing process, in the "Alternative Electricity"
          subsector, under the abbreviated name "GRP", share code "GCT" and ISIN code "IE00BF2NR112"
          ("Listing"), with effect from the commencement of trading on Monday, 9 June 2025 ("Listing
           Date").

2.     OVERVIEW OF THE COMPANY

2.1.      The Company was incorporated in 2017 with a vision to become a leading pan-European owner
          and operator of renewable energy assets. The Company is a closed end alternative investment
          fund regulated by the Central Bank of Ireland.

2.2.      The Company has a simple business model, to-

2.2.1.        convert wind and solar irradiance to energy;

2.2.2.        sell clean energy to the grid or off-takers; and

2.2.3.        generate cash to distribute to investors and reinvest.

2.3.       The Company acquired its initial seed portfolio in March 2017, which comprised of two onshore
           operating wind farms in the Republic of Ireland ("Ireland") with an aggregate capacity of 137
           megawatts. Since the initial public offering ("IPO") in 2017, the Company has grown its portfolio to
           40 renewable energy assets across five European jurisdictions, including Ireland, France,
           Germany, Spain and Sweden ("Portfolio"), which generate circa 1.5 gigawatts ("GW") of power.

2.4.       The Company aims to provide investors with an annual Euro dividend, paid quarterly, that
           increases progressively whilst growing the capital value of its Portfolio in the long-term through
           active asset management, reinvestment of excess cash flow and the prudent use of leverage.

2.5.       The Company is managed on a day-to-day basis by Schroders Greencoat LLP ("Investment
           Manager"), a best-in-class manager of renewable infrastructure assets that is regulated as an
           Alternative Investment Fund Manager by the Financial Conduct Authority ("FCA"). The Investment
           Manager is experienced in the renewable energy infrastructure and resource efficiency sectors,
           with circa €11 billion of assets under management as at 31 December 2024.

2.6.       The Investment Manager provides investment management services to the Company in
           accordance with an Investment Management Agreement ("IMA"). The external and independent
           board of directors of the Company ("Board") are responsible for reserved matters as set out within
           the IMA and monitoring of the Investment Manager's performance.

3.      MARKET AND EUROPEAN INVESTMENT OPPORTUNITY

3.1.       Long-term capital is essential for the development and sustainability of renewable energy projects,
           providing necessary financial stability and growth potential. GRP is strategically positioned to
           capitalise on the escalating demand for renewable energy infrastructure assets in Europe. As the
           sector undergoes rapid transformation, it presents significant investment opportunities driven by
           both regulatory support and market dynamics.

3.2.       The European renewable energy infrastructure market is characterised by a diverse range of
           players including utility companies, developers, independent power producers, institutional
           investors, private equity firms and sovereign wealth funds who are all focused on long-term capital
           investments. A growing trend towards the democratisation of ownership in renewable energy
           assets, has been evidenced over recent years, with listed companies in particular allowing a
           broader base of investors to participate and play a meaningful role in financing clean energy
           initiatives.

3.3.       The European transition to net zero is widely characterised as the new 'industrial 'revolution' with
           projections estimating a market expansion to €1.4 trillion by 2030 and further increasing to €2.5
           trillion by 2050 1. Whilst environmental goals and the need for energy security remain key, the
           sector is experiencing significant demand growth as the electrification of industry and society gains
           further momentum. In particular, the rise of artificial intelligence and rapid expansion in data
           processing has highlighted the importance of clean energy to the continued growth of Big Tech
           and other energy users. The combination of regulatory drivers, societal adoption and
           technological advancements suggests a substantial and sustained opportunity for investment in
           this space.

3.4.       GRP is of the view that it stands out among its peers through its active asset management led
           strategy, portfolio diversification and cash generative qualities that supports a progressive dividend
           policy and net asset value ("NAV") underpin. GRP is well positioned to benefit from the European
           renewable energy infrastructure growth trajectory as it continues to align investments with strategic
           market demand. With over €2.5 billion in assets and an experienced Investment Manager with a
           demonstrable track record, the Company is well positioned to increase its impact on the European
           energy transition.

3.5.       The future for renewable energy infrastructure investment in Europe remains attractive, supported
           by unprecedented levels of investment needed to reach ambitious energy targets. Whilst a more
           pragmatic approach to the energy transition in Europe is anticipated in 2025 in response to a
           changing global political and macroeconomic landscape, robust political support for renewable
           sources continues unabated. As the European Union aims for a minimum of 42.5% energy from
           renewable sources by 2030, up from 24.5% in 2023 2, GRP is well-positioned to play a leading role
           in this transition, benefiting from a growing ecosystem supporting a wide range of attractive
           medium to long-term investment opportunities.

4.      GRP PORTFOLIO

4.1.       As at 31 March 2025, GRP's Portfolio had a reported Gross Asset Value ("GAV") of circa €2.5
           billion consisting of 76% onshore wind, 21% offshore wind, 2% solar and 1% battery storage
           assets, generating circa 1.5 GW of power.

            1 Aurora Energy Research (January 2024).
            2 https://energy.ec.europa.eu/topics/renewable-energy/renewable-energy-directive-targets-and-rules/renewable-energy-
              targets_en

4.2.    GRP's Portfolio as at 31 March 2025 is summarised in the table below.


        Investment/         Country   Technology      Power             Ownership %   Net
        Asset                         type            Purchase                        Megawatt
                                                      Agreement                       Capacity
                                                      ("PPA")                         ("MW")
                                                      Counterparty
        Ballincollig Hill   Ireland   Onshore Wind    Energia           100            13.3
        Ballybane           Ireland   Onshore Wind    Energia/Erova     100            48.3
                                                      /Keppel
        Beam ¹              Ireland   Onshore Wind    Prepay Power/     100            20.9
                                                      Flogas
        Carrickallen        Ireland   Onshore Wind    SSE               50             10.3
        Cloosh Valley       Ireland   Onshore Wind    SSE               75             81.0
        Cloghan             Ireland   Onshore Wind    Statkraft         100            37.8
        Cnoc                Ireland   Onshore Wind    Electroroute      100            11.5
                                                      (via Supplier
                                                      Lite Structure)
        Cordal              Ireland   Onshore Wind    Electroroute      100            89.6
                                                      (via Supplier
                                                      Lite Structure)
        Garranereagh        Ireland   Onshore Wind    Bord Gais         100            9.2
        Glanaruddery        Ireland   Onshore Wind    Supplier Lite     100            36.3
        Glencarbry          Ireland   Onshore Wind    Electroroute      100            35.6
                                                      (via Supplier
                                                      Lite Structure)
        Gortahile           Ireland   Onshore Wind    Energia           100            20
        Killala             Ireland   Onshore Wind    Electroroute      100            20.4
        Killala Battery     Ireland   Battery Storage Grid Beyond/      100            10.8
                                                      Statkraft
        Killhills           Ireland   Onshore Wind    Orsted            100            36.8
        Knockacummer        Ireland   Onshore Wind    Orsted            100            100.0
        Knocknalour         Ireland   Onshore Wind    Flogas/           100            9.2
                                                      Energia
        Letteragh           Ireland   Onshore Wind    SSE               100            14.1
        Lisdowney           Ireland   Onshore Wind    Flogas            100            9.2
        Monaincha           Ireland   Onshore Wind    Bord Gais         100            36
        Raheenleagh         Ireland   Onshore Wind    ESB               50             17.6
        Sliabh Bawn         Ireland   Onshore Wind    Supplier Lite     25             16.0
        South Meath         Ireland   Solar           Microsoft         50             40.3
        Taghart             Ireland   Onshore Wind    Statkraft         100            25.2
        Tullahennel         Ireland   Onshore Wind    Microsoft         100            37.1
        Tullynamoyle II     Ireland   Onshore Wind    Bord Gais         100            11.5
        Borkum              Germany   Offshore Wind   Orsted            50             156.0
        Riffgrund 1
        Butendiek           Germany   Offshore Wind   Danske Energy     38.2           110.1
        Arcy Precy          France    Onshore Wind    Axpo              100            16.0
                                                      Solutions AG
        Genonville          France    Onshore Wind    Axpo              100            21.6
                                                      Solutions AG
        Grande Piece        France    Onshore Wind    Axpo              100            20.7
                                                      Solutions AG
        Menonville          France    Onshore Wind    Axpo              100            9.4
                                                      Solutions AG
        Saint Martin        France    Onshore Wind    Sorégies          100            10.3
        Sommette            France    Onshore Wind    EDF               100            21.6
        Pasilly             France    Onshore Wind    EDF               100            20.0
        Soliedra            Spain     Onshore Wind    Engie             100            24.0
        Torrubia            Spain     Solar           Merchant          100            50.0
        Andella             Spain     Onshore Wind    Merchant          100            50.0
        Erstrask North      Sweden    Onshore Wind    Skelleftea        100            134.4
                                                      Kraft
        Erstrask South      Sweden    Onshore Wind    Skelleftea        100            101.1
                                                      Kraft
        Total operating portfolio                                                      1,543.2

         Notes:
         1. Includes Beam Hill (14MW, Vestas turbines) wind farm and Beam Hill Extension wind farm (6.9MW,
             Enercon turbines).

4.3.     The Company benefits from a modern fleet of assets with 83% of assets being less than 10 years
         old. Details of the asset age of the Portfolio as at 31 March 2025 are as follows:

4.3.1.       16% less than 3 years;

4.3.2.       9% between 3 to 5 years;

4.3.3.       58% between 5 to 10 years; and

4.3.4.       17% more than 10 years.


4.4.      Details regarding the Company's Portfolio are also available on the Company's website at
          https://www.greencoat-renewables.com/portfolio.

5.     INVESTMENT OBJECTIVE AND POLICY

5.1.       As set out in the Company's investment policy ("Investment Policy"), the Company invests in
           Euro denominated operational renewable electricity generation assets. While initially focused
           solely on the acquisition and management of operating wind farms in Ireland, the Company has
           expanded into four other European countries where the Board and the Investment Manager
           believe there is a robust renewable energy policy framework supporting a conviction to meet return
           requirements. The Company aims to achieve diversification through investing in a growing portfolio
           of assets across a number of geographies and a mix of technologies.

5.2.       The Investment Policy is available on the Company's website at Investment Policy – Greencoat
           Renewables.

6.     KEY FEATURES OF AN INVESTMENT IN THE COMPANY

       An investment in the Company offers the following attractive features:

6.1.       Leading listed pan-European operator of scale

6.1.1.         In addition to receiving attractive Euro denominated returns, an investment in GRP provides
               investors with an opportunity to participate in the European energy transition through a
               Sustainable Finance Disclosure Regulation ("SFDR") Article 9 vehicle. In making an
               investment in GRP, investors are actively enabling the acceleration of the energy transition
               whilst enabling the Company to deliver on its environmental, social and governance goals in
               a sustainable manner.

6.1.2.         Active operational and financial asset management plays a leading role in protecting and
               creating shareholder value. A dedicated team of experienced professionals ("Asset
               Management Team") are responsible for all aspects of financial and commercial management
               of the Company's investments. The Asset Management Team includes highly qualified
               engineers, mergers and acquisitions ("M&A") and financial professionals who are located in
               jurisdictions where the Company is invested. The M&A team has developed deep
               relationships with a range of market participants including developers and utilities, which has
               made a material contribution to the Company's acquisitive growth.

6.2.       Financing


6.2.1.         The Company is financed through a combination of equity and debt. Since the IPO, the
               Company has issued equity on seven occasions with all raises priced at a premium to NAV.

6.2.2.         The Company's Investment Policy limits debt to represent a maximum of 60% of GAV. The
               Company manages leverage proactively and targets leverage materially below the Investment
               Policy limit taking into account revenue mix.

6.2.3.         As at 31 March 2025, the Company's gearing was 53.6%.

6.2.4.         As at 31 March 2025, the Company's debt comprised:

                • €1,075 million term debt held at holding company level;
                • €201 million revolving credit facility debt held at holding company level; and
                • €78.1 million project level debt held at special purpose vehicle level.

6.2.5.         The Company benefits from a supportive pool of 10 lenders. The Company maintains material
               headroom over and above its lending covenants and regularly applies sensitivities to its
               forecasts as part of wider risk management activities.

6.2.6.         As at 31 March 2025, the Company's weighted average cost of debt was 3%, with 98% of the
               Company's term debt fixed rate or effectively hedged via swaps.

6.3.       High cash generation and dividend cover

6.3.1.         The Company is structurally set up to consistently generate high volumes of cashflow and
               dividend cover.

6.3.2.         As a result of its cash generative qualities, the Company benefits from operational flexibility
               and has the ability to consider a wide range of capital allocation options, which include
               dividend distributions, acquisitions, accretive disposals, share buybacks and debt
               repayments. Since the IPO through to 31 March 2025, the Company has generated cash
               amounting to €828.5 million of which €368.5 million has been paid out in the form of dividends
               with €381.7 million reinvested back into the business.

6.4.       The Company considers itself well positioned for growth for the following reasons
           including inter alia:

6.4.1.         Being an established owner and operator of scale with deep sector experience;

6.4.2.         Having deep relationships and track record with leading developers of European renewable
               energy infrastructure assets;

6.4.3.         Having proven ability to capitalise on alternative routes to market PPAs with large industrial
               and technology businesses;

6.4.4.         Having proven ability to consistently generate deal flow and unlock off-market bilateral
               opportunities;

6.4.5.         Having proven ability to co-invest using funds managed by the Investment Manager;

6.4.6.         Having demonstrable delivery of a progressive Euro denominated dividend; and

6.4.7.         Having a strong NAV underpin and conservatively valued real assets.

7.       THE BOARD

7.1.       The Company does not have any executive directors and is externally managed by the Investment
           Manager, the details of which are contained in paragraph 8 below.

7.2.       The Company's Board consists of five independent non-executive Directors, including Emer Mary
           Gilvarry, Marco Graziano, Bernard Byrne, Niamh Marshall and Rónán Martin Murphy, the
           chairman of the Board.

7.3.       For further information in relation to the experience of the Board, please refer to the Company's
           website at https://www.greencoat-renewables.com/team/board.

8.       THE INVESTMENT MANAGER

8.1.       The Company has entered into an investment management agreement with the Investment
           Manager pursuant to which the Investment Manager is responsible for the day-to-day
           management of the Company for a fixed period of five years expiring on 24 July 2027, whereafter
           the management agreement is terminable on 12 months written notice.

8.2.       The Investment Manager, as set out in the IMA, receives an annual management fee in respect
           of services it provides to the Company, which fee is calculated quarterly in arrears. From 1 April
           2025, 50% of the Investment Manager's management fee is calculated at 1 percent of the NAV of
           the Company if the NAV is €1 billion or less, 0.8 percent of NAV if the NAV is between €1 billion
           and €1.75 billion and 0.75% of NAV if the NAV is in excess of €1.75 billion. The remaining 50% of
           the fee is based on the same tiered structure but is calculated against the lower of NAV and
           average daily market capitalisation over the quarter.

8.3.       The Investment Manager was founded in 2009 and has grown to an experienced team of over 100
           employees with a head office located in London and satellite offices in several other locations in
           Europe and across the globe, covering multiple mandates including GRP.

8.4.       The services provided by the Investment Manager include deal sourcing, evaluation and
           execution, as well as asset management and ongoing monitoring of investments in accordance
           with the Investment Policy. The Investment Manager reports to the Board and keeps the Board
           appraised of material developments on a regular basis and through scheduled Board meetings.
           The Investment Manager is responsible for directing, managing, supervising and co-ordinating a
           range of third-party service providers to undertake certain other services on behalf of the Company
           on an ongoing basis, including depositary and administration services, registrar services,
           accounting and operational services. The Investment Manager is responsible for all matters
           relating to portfolio and risk management.

8.5.       Bertrand Gautier and Paul O'Donnell, who joined the Investment Manager in 2010 and 2009
           respectively, act as the co-portfolio managers of GRP with responsibility for overall management
           of the Company. Bertrand Gautier and Paul O'Donnell are responsible for all aspects of portfolio
           management and lead, through an established and experienced team of specialists, all
           investment, asset management and financing activities of GRP.
  
8.6.       The experience of Bertrand Gautier and Paul O'Donnell is summarised below:


8.6.1.          Bertrand has over 32 years of operational, financial and investment experience, of which the
                last eight years focused 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 the Investment Manager from Terra Firma Capital Partners
                ("Terra Firma"), where he managed a variety of leveraged buy-out 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 and small medium
                enterprises. At the Investment Manager, Bertrand chairs the Investment Committee for the
                Company and also serves on the investment committee of Greencoat UK Wind PLC.
 
                Bertrand holds an MSc degree in General Engineering from ICAM (France) and an MBA from
                Harvard Business School (USA).

8.6.2.          Paul has over 20 years of renewables and investment experience, of which the last ten have
                been focused 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.         Paul has been a partner of the
                Investment Manager since 2016 and has been based in Dublin since 2013. Prior to joining the
                Investment Manager, Paul worked with Libertas Capital ("Libertas"), the specialist renewable
                energy investment bank. At Libertas, Paul advised renewable companies on raising equity
                and focused on the AIM market. Paul started his career with PwC Ireland in Dublin.

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

9.       PROSPECTS OF GRP

9.1.       Secure, inflation protected cashflows supporting quarterly distributions

9.1.1.          As mentioned, the Company is highly cash generative and provides investors with consistent
                and progressive dividend distributions.

9.1.2.          The Company benefits from government tariffs relating to the generation of renewable energy
                in a number of jurisdictions providing it with high security and visibility on future cashflows.
                High contracted revenues provide stability, with merchant revenues providing opportunity to
                take advantage of favourable pricing movements.

9.1.3.          The Group's high percentage of contracted cashflows provide insulation from movement in
                power prices with dividends expected to be covered throughout the 5-year period based on
                merchant pricing as low as €20/MWh.

9.1.4.          Proactive management of power price risk, through a combination of asset management and
                investment actions, represents a core strategic focus of the Company. The Company
                manages its revenue mix through a range of asset management initiatives, including entering
                into PPAs with large consumers of green energy, including multinational industrials and 'Big
                Tech'.

9.1.5.          As at 31 December 2024, fixed cashflows represented 71% of total cashflows through to 31
                December 2029. Further, 53% of revenues were contracted and index linked over the same
                period.

9.1.6.         The Company maintains a progressive approach to dividend distribution growth which is
               typically between 0% and Irish Consumer Price Index, which was 1.4% as at 31 December
               2024. The dividend for 2024 (6.74 cents) represented a 5% year on year increase with the
               target dividend for 2025 set at 6.81 cents. A total of €368.5 million has been distributed to
               shareholders in the form of dividends since IPO to 31 March 2025, representing 7 years of
               consecutive growth and a compound annual growth rate ("CAGR") of 2%, equating to a South
               African Rand (ZAR) CAGR of circa 5.5%.

9.2.       Attractive risk-adjusted returns underpinned by conservative implied levered portfolio
           discount rate

9.2.1.         Central to the Company's vision of accelerating the net zero transition through the
               democratisation of renewable energy asset ownership is the delivery of attractive risk-adjusted
               returns.

9.2.2.         The Company reported net cash generation for the year ended 31 December 2024 of €140.8
               million equating to a yield of 11% on NAV as at 31 December 2023. The Company's cash
               generation underpins its ability to consistently deliver double digit operational cash yields.

9.2.3.         Asset valuations are performed internally on a quarterly basis by an independent function,
               subject to external review and annual external audit. Valuations are based on a cashflow
               forecast with power prices and other economic data sourced from data providers and
               independent market consultants.

9.2.4.         As at 31 March 2025, the implied Portfolio discount rate was 9.4% based on a long term
               gearing assumption of 40% and cost of debt assumption of 4.7%. Adjusting for the Company's
               ongoing all-in expense ratio of circa 1.2%, the net implied Euro return, based on an investment
               at NAV, to shareholders is circa 8.2%, implying a greater than 500 basis points spread against
               10-year European sovereign debt.

9.2.5.         Adjusted for the share price as at 31 March 2025, the net implied Euro return to shareholders
               is circa 13%, implying a circa 10% spread over 10-year European sovereign debt and forward
               dividend yield of circa 9%.

9.2.6.         The Company's equity premium over and above the 10-year European sovereign debt has
               increased to its widest point since the IPO despite an increase in discount rates of circa 180
               basis points.

9.2.7.         GRP is well positioned to provide South African investors with an attractive risk adjusted total
               return via a Euro denominated quarterly dividend and steady NAV growth through an
               established Company with a strong track record in a market requiring material investment over
               the short to medium term.

9.3.       Accretive disposal of a portfolio of Irish assets

9.3.1.         In May 2025, the Company entered an agreement to sell a portfolio of 6 Irish onshore wind
               assets, totaling 115.7MW in net capacity, for proceeds amounting to €156m, including €17m
               in non-contingent deferred consideration over 2026 and 2027 ("Irish Disposal"). The disposal
               is expected to complete in June 2025.

9.3.2.         In line with the Company's active portfolio management strategy, the Company has raised
               greater than €200m of proceeds over the past 6 months through accretive disposals, whilst
               strengthening the Portfolio's contracted income profile.

9.3.3.         The proceeds of the Irish Disposal will be allocated to the revolving credit facility to
               substantially reduce drawn levels and will bring down proforma gearing to c.51%.

10.      RATIONALE FOR THE SECONDARY LISTING ON THE ALTX OF THE JSE

10.1.       The Company's rationale for the secondary listing on the AltX is to -

10.1.1.         broaden the Company's shareholder base with new South African based investors;

10.1.2.         give South African based investors a local platform to more easily invest in and trade GRP
                shares;

10.1.3.         diversify the Company's shareholder base and position it for future growth;

10.1.4.         increase liquidity for shareholders on AIM and Euronext Dublin;

10.1.5.         raise future capital in a new market to fund growth when market conditions allow for same (no
                capital is being raised as part of the Listing);

10.1.6.         introduce a first-of-its-kind pan-European renewable energy infrastructure company to the JSE
                investor community; and

10.1.7.         provide investors on the JSE with an opportunity to participate in the Company's income and
                capital growth potential.

11.      SHARE CAPITAL

11.1.       As at the date of this Announcement, the share capital of GRP is as set out in the table below:

                                                                                                   €'000
             Authorised share capital
             2 000 000 000 ordinary shares with a par value of €0.01 each                          20,000

             Issued share capital
             1 113 535 009 ordinary shares with a par value of €0.01 each                          11,135

11.2.      GRP will acquire 200 000 shares prior to listing on the JSE, which shares will be held in treasury
           to facilitate the JSE's initial scrip lending requirements for inward listed companies. None of its
           shares carry any special rights with regard to the control of the Company.

11.3.      As at the date of this Announcement, GRP has a market capitalisation of circa €844m, which, given
           no material movements in the share price, is also the anticipated market capitalisation of GRP on
           the Listing Date.
 
11.4.      There are no restrictions on the transfer of GRP ordinary shares on AIM or the Euronext Dublin
           and there will not be any restrictions when listed on the AltX.

11.5.      On the Listing Date, all shares in issue will rank pari passu in all respects, including in respect of
           voting rights, dividends and other distributions.

12.     FINANCIAL INFORMATION

12.1.      All relevant historical financial information of the Company is available on the Company's website
           at https://www.greencoat-renewables.com/investors/reports-and-publications/2025.

12.2.      Set out below are the basic, diluted, adjusted and headline earnings per share of GRP for the years
           ended 31 December 2024 and 31 December 2023:


                                                                        For the year           For the year
            Headline earning reconciliation                                 ended 31               ended 31
                                                                       December 2024          December 2023
            Profit attributable to equity holders of the
            Company (€'000)                                                   50 972                 69 487

            Adjustments for headline earnings                                      -                      -

            Headline earnings                                                 50 972                 69 487
            Weighted average number of ordinary shares in
            issue                                                      1 128 405 562          1 141 238 938
            Earnings per share - basic and diluted from
            continuing operations in the year (cents)                            4.5                    6.1
            Headline earnings per share - basic and diluted
            from continuing operations in the year (cents)                       4.5                    6.1

12.3.      The Company's financial year-end is 31 December.

12.4.      There have been no material changes in the financial or trading position of the Company since 31
           December 2024, being the last financial period for which the audited annual financial statements
           of the Company have been published, and the date of this Announcement.

           The Company's NAV per share at 31 March 2025 was 105.1c (31 December 2024: 110.5c), with
           the decrease attributable to less than expected generation and weakness in continental European
           power prices. See Report and Publications – Greencoat Renewables for further details.

13.     MAJOR SHAREHOLDERS

        As at 31 March 2025, the following shareholders were, directly or indirectly, beneficially interested in 5%
        or more of the Company's issued ordinary shares:

          Shareholder                           Number of ordinary shares           % of issued share capital
          BlackRock Inc                         106 348 674                         9.55
          KBI Global Investors                  78 483 235                          7.05
          Newton Investment Management          57 700 991                          5.18
          Royal Bank of Canada                  56 089 749                          5.04
          Total                                 298 622 649                         26.82

14.     DIRECTORS' STATEMENTS

14.1.       As at the date of this Announcement, the Directors of GRP have no reason to believe that the
            working capital available to the Company and its subsidiaries will be insufficient for at least 12
            months from the Listing Date.

14.2.       As at the date of this Announcement, the Directors confirm that, to the best of their knowledge and
            belief, GRP has adhered to all legal and regulatory requirements of the LSE and Euronext Dublin.

15.     SALIENT DATES AND TIMES IN RELATION TO THE LISTING

        The salient dates and times in relation to the Listing are as set out in the table below:
                                                                                                               2025
          Publish pre-listing announcement on the Stock Exchange News Service                     Wednesday, 21 May
          of the JSE
          Listing and commencement of trading of GRP shares on the AltX of                           Monday, 9 June
          the JSE from the commencement of trade at 09:00 on

16.     AVAILABILITY OF DOCUMENTS

        Documents, such as annual reports, financial statements, public announcements and investor
        presentations, which GRP has made public over the last two years, as well as the constitutional
        documents of GRP, are available on the Company's website at https://www.greencoat-
        renewables.com/investors.

17.     DIFFERENCES BETWEEN THE REGULATORY AND LEGISLATIVE FRAMEWORKS

        A comparative table including the differences between the provisions contained in paragraph 18.20 of
        the JSE Listings Requirements and the regulatory and legislative framework in the UK and Ireland is
        available on the Company's website at Report and Publications – Greencoat Renewables.

18.     GOVERNANCE & CONTINUATION VOTE

        In terms of the articles of association of GRP's, and in order to ensure the highest standards of
        corporate governance, the Company offers shareholders a continuation vote under certain
        circumstances. A continuation vote is held at the Annual General Meeting ("AGM") if in any financial
        year the ordinary shares have traded, on average, at a discount in excess of 10% to NAV. Under these
        circumstances there is a special resolution put to shareholders at the subsequent AGM that asks
        shareholders if they want the Company to continue in its present form. If more than 75% of
        shareholders vote against the continuation of the Company, the Board will be required to formulate
        proposals to be put to shareholders within four months to wind up or otherwise reconstruct the
        Company, bearing in mind the illiquid nature of the Company's underlying assets.

        In 2024, GRP's shares traded at an average discount of 20% to NAV and therefore the Company held
        a continuation vote as part of its AGM on 15 May 2025, which was duly passed.

19.     FURTHER INFORMATION

19.1.      The Company was incorporated as a designated activity company and was re-registered as a
           public limited company on 1 June 2017. The Company is domiciled in Ireland with its registered
           address situated at Riverside One, Sir John Rogerson's Quay, Dublin 2, D02 X576, Ireland.

19.2.      The Company is not registered as an external company in South Africa.

19.3.      The Company has appointed Computershare Investor Services Proprietary Limited as its transfer
           secretaries in South Africa, with its primary place of business at Rosebank Towers, 15 Biermann
           Avenue, Rosebank, 2196.

19.4.      The Company's registrar in Ireland is Computershare Investor Services (Ireland) Limited, with its
           registered office address and primary place of business at 3100 Lake Drive, Citywest Business
           Campus, Dublin 24, D24 AK82, Ireland.

19.5.      This Announcement is not an invitation to the public to subscribe for or purchase shares but is
           issued in compliance with the JSE Listings Requirements relating to the secondary listing of the
           Company on the AltX of the JSE.

19.6.      For further information, please contact:

            Valeo Capital                        Valeo Capital
            David Tosi                           Johannes Human
            +27 (21) 851 0091                    +27 (21) 851 0091
            david@valeocapital.co.za             johannes@valeocapital.co.za


Ireland
21 May 2025


South African Corporate Advisor and Sponsor
Valeo Capital Proprietary Limited


South African Stockbroker
Prescient Securities


South African Legal Advisor
Cliffe Dekker Hofmeyer

DISCLAIMER

This pre-listing announcement does not constitute an offer to the public for the sale of or subscription for, or the
solicitation of an offer to buy and/or subscribe for, shares as defined in the South African Companies Act, 2008
("SA Companies Act"), or otherwise and will not be distributed to any person in South Africa in any manner
which could be construed as an offer to the public in terms of the SA Companies Act. This pre-listing
announcement does not constitute a prospectus registered and/or issued in terms of the SA Companies Act.

Nothing in this pre-listing announcement should be viewed, or construed, as "advice" as that term is used in the
South African Financial Markets Act, 2012 and/or the South African Financial Advisory and Intermediary
Services Act, 2001.

This pre-listing announcement includes statements about GRP that are, or may be deemed to be, forward-
looking statements. All statements other than statements of historical fact are, or may be deemed to be, forward-
looking statements. These forward-looking statements are not based on historical facts, but rather reflect current
expectations concerning future results and events and generally may be identified by the use of forward- looking
words such as "targets", "believe", "aim", "expect", "project", "anticipate", "intend", "foresee", "forecast", "likely",
"should", "planned", "may", "will", "estimated", "considers", "potential" or similar words and phrases. By their
nature, forward-looking statements involve known and unknown uncertainties, assumptions and other important
factors, as they relate to events and depend on circumstances that may or may not occur in the future, whether
or not outside of the control of GRP. Such factors may cause GRP's actual results, financial and operating
conditions, liquidity and the developments within the industry in which GRP operates to differ materially from
those made in, or suggested by, the forward-looking statements contained in this pre-listing announcement.
GRP cautions that forward-looking statements are not guarantees of future performance. All these forward-
looking statements are based on estimates and assumptions made by GRP, all of which estimates and
assumptions, although GRP believes them to be reasonable, are inherently uncertain. Accordingly, no
assurance can be given that any such forward-looking statements will prove to have been correct. Any forward-
looking statement made in this pre-listing announcement or elsewhere is applicable only at the date on which
such forward-looking statement is made. New factors that could cause the business of GRP not to develop as
expected may emerge from time to time and it is not possible to predict all of them. Further, the extent to which
any factor or combination of factors may cause actual results to differ materially from those contained in any
forward-looking statement is not known. GRP has no duty to, and does not intend to, update or revise the
forward-looking statements contained in this pre-listing announcement after the date of this pre-listing
announcement, except as may be required by law or regulation.

Date: 21-05-2025 08:00:00
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