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invitation document
ReBonds the Renewable Energy Bonds
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Important Information If you are in any doubt about the action you should take or the contents of this document, you should contact your stockbroker, solicitor, accountant, bank manager or other professional adviser authorised by the Financial Services Authority to conduct investment business and who specialises in advising on investment in bonds, shares and other securities, including unlisted securities.
This document (the “Invitation Document” or “Invitation”) constitutes an invitation to subscribe for bonds (“ReBonds”) issued by Wind Prospect Bonds plc (“WPB” or
the “Company”) on the terms and conditions set out in this Invitation. Investors should not subscribe for any ReBonds referred to in this Invitation Document, except
on the basis of the information published in this Invitation and the instrument dated 24th May 2011 constituting ReBonds of the Company (the “Instrument”), the terms
of which are set out on pages 24 to 34 of this Invitation. Your attention is particularly drawn to the “Risk Factors” which are set out on pages 20 to 21 of this Invitation.
Prospective investors should consider carefully whether an investment in ReBonds is suitable for them in the light of their personal circumstances. ReBonds are an
unsecured debt of the Company and they may not be a suitable investment for all recipients of this Invitation. ReBonds are not transferable or negotiable on the capital
markets and no application is to be made for ReBonds to be admitted to listing or trading on any market. Investment in an unquoted security of this nature, being an
illiquid investment, is speculative, involving a degree of risk. It will not be possible to sell or realise ReBonds or to obtain information about the risks to which they are
exposed. Wind Direct is a trading name of Renewables Direct Limited and any reference in this document should be taken to refer to Renewables Direct Limited. Wind
Prospect Enterprises Limited (“Wind Prospect Enterprises” or “WPE”) is a wholly owned subsidiary of Wind Prospect Group Limited (“Wind Prospect Group” or “WPG”).
The ReBonds are an unsecured debt of the Company and there is no certainty or guarantee that the Company (or Wind Prospect Enterprises Limited, as guarantor),
will be able to repay them. This Invitation, which is a financial promotion for the purposes of Section 21 of the Financial Services and Markets Act 2000 (“FSMA”),
is issued by the Company which accepts responsibility for the information contained herein. This document has been approved as a financial promotion for UK
publication by Porta Verde Financial Services Limited, 25 Watling Street, London EC4M 9BR which is authorised and regulated by the Financial Services Authority
to conduct investment business (FRN: 519508). Fidelitas Capital Limited, which is an appointed representative of Porta Verde Financial Services Limited, is acting
exclusively for the Company in connection with the issue of ReBonds and no one else, and will not regard any other person as its customer or be responsible to any
other person for providing the protections afforded to customers of Fidelitas or for advising any such person in relation to the issue of ReBonds. Applications should
only be made on the basis of the Invitation and the Instrument. This Invitation does not constitute an offer of transferable securities to the public and, accordingly,
this Invitation does not constitute a prospectus to which the Prospectus Rules of the Financial Services Authority apply. Therefore, this Invitation and the Instrument
have not been approved by the Financial Services Authority or any other regulatory body. You should ensure that you have read and understood all of this Invitation
Document before applying for ReBonds. If you are in any doubt as to the contents of this Invitation, or whether subscribing for ReBonds is a suitable investment
for you, you should seek your own independent advice from an appropriately qualified adviser authorised under the Financial Services and Markets Act 2000 and
who specialises in advising on the acquisition of unlisted securities. This Invitation Document does not constitute an offer to sell, or the solicitation of an offer to buy,
ReBonds in any jurisdiction in which such offer or solicitation is unlawful and, in particular, is not for distribution into the United States or Canada. ReBonds have not
been and will not be registered under the applicable securities laws of the United States or Canada and may not be offered or sold within the United States or Canada
or to any national, resident or citizen of the United States or Canada. The distribution of this Invitation Document in other jurisdictions may be restricted by law and
therefore persons into whose possession this document 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 jurisdictions.
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1 Letter from Group CEO, Wind Prospect Group 5
2 Introducing “ReBonds” 6-7
3 Introduction to Wind Prospect Group 8-11
4 Where Your Money Will Be Used 12-14
5 Our First ReBonds Wind Project - South Staffordshire College 15-16
6 Financial Information 17-19
7 The Legal Features
a. Risk Factors 20-21
b. Terms and Conditions 22-23
c. Bond Instrument 24-34
d. Bondholder Certificate 35
8 Application Process and Timetable 36-37
9 Definitions 38
Contents
4
Parties and Advisers
Issuer Wind Prospect Bonds plc
7 Berkeley Square, Bristol BS8 1HG
Guarantor Wind Prospect Enterprises Limited
7 Berkeley Square, Bristol BS8 1HG
Financial Advisers & Registrar Fidelitas Capital Limited 17 Bentinck Street, London W1U 2ES
Legal Adviser Field Fisher Waterhouse LLP
35 Vine Street, London EC3N 2AA
Tax Adviser BDO LLP
Arcadia House, Southampton SO14 3TL
Receiving Agent Equiniti Limited
Aspect House, Lancing, West Sussex BN99 6DA
Auditors Elliott Bunker Limited, Chartered Accountants
3-8 Redcliffe Parade, Bristol BS1 6SP
5
Thank you for your interest in our ReBonds.
ReBonds give you an opportunity to invest in a UK owned renewable energy business. You will get an attractive rate of return. We will use the funds to develop and build our UK wind projects.
Wind Prospect Group is a global renewable energy business with over 200 people in 10 countries, entirely owned by its staff. This gives us a long-term outlook and approach to our business. We focus on quality and delivery and plough back most of our surplus cash into our development programmes worldwide.
Our track record dates back over 15 years. Currently, we have interests in a number of wind projects under development or consented in the UK and Australia and a portfolio of UK projects held by our innovative Wind Direct business, which supplies wind energy directly to major energy users. You will find the details in this Invitation.
We intend to use the first £6m of ReBonds funds to build our fully consented, 2 wind turbine Wind Direct project at South Staffordshire College, starting in summer this year. We will use the remaining funds to bring the leading wind projects in our UK development portfolios through to consent and then to build more of them out.
Renewable energy is supported by governments throughout the world. In the UK we have to meet an EU target of 15% of our energy from renewable sources by 2020 (as part of an EU wide target of 20% by 2020). In the UK, currently less than 7% comes from renewables, which makes for a strong and growing market for green energy generation. First and foremost we are a business. But underlying everything we do lies the knowledge that we are a part of the solution to global climate change.
There is much talk about the threat of climate change; we do something about it every day.
I hope that you will join us.
Dr Euan Cameron - Chief Executive Officer, Wind Prospect Group 24th May 2011
Letter from Group CEO, Wind Prospect Group 1
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2What are ReBonds?ReBonds are corporate bonds, essentially an “IOU”, issued by Wind Prospect Bonds plc (“WPB”), a wholly owned subsidiary of Wind Prospect Enterprises Limited (“WPE”), which has guaranteed to satisfy the payment obligations of WPB.
Corporate bonds are essentially a loan to the Company, under which the sum invested by the Bondholders will be repaid at maturity. ReBonds pay a fixed rate of interest during their life and repay the original sum at maturity.
Bondholders will receive semi-annual, interest payments on their original subscription.
WPB will distribute funds raised by the offer of ReBonds to Wind Direct, or other UK subsidiaries within the Wind Prospect Group, which will use the funds to advance their projects as described in this document.
Why invest in ReBonds?• ReBonds offer a highly competitive rate of cash interest, paid semi-annually.
• Investors in ReBonds will be supporting the growth of UK green energy generation.
• ReBonds allow investors to directly invest in an asset class that is often hard to access.
• ReBonds provide an ethical and sustainable investment component to your portfolio as they are a socially responsible investment, directly supporting the development of cleaner, green and sustainable energy for UK industry.
• ReBonds may be held within a Self Invested Pension Plan (“SIPP”) or Small Self Administered Scheme (“SSAS”), making the return even more attractive, as the interest received will be gross (i.e. more tax efficient) in the SIPP or the SSAS.
• ReBonds will be allocated on a “first come, first served” basis, as the amount of the bonds is limited to £10 million.
Introducing ReBonds
Back in 1992 I put money into the first project from the team that created Wind Prospect. It performed well and when the turbines were replaced with larger ones in 2000, I increased my investment substantially. The returns are better than ever and I can say that based on my experience wind projects are a sound, responsible and sustainable investment
Dr. Martin Stopford, Executive Director, Clarksons Plc
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Issuer of the Bond Wind Prospect Bonds plc (or the “Company”)
Guarantor Wind Prospect Enterprises Limited
Instrument Unsecured Bond
Amount of Bond Up to £10 million
Minimum Subscription £500 or multiples thereof. No maximum subscription.
Use of Proceeds To develop and invest into UK wind projects and to pay costs and expenses incurred issuing the Bond.
Repayment Date 4 years after the Issuance Date, at the bondholders option, or each anniversary thereafter. Each bondholder must give at least 6 months written notice before the Repayment Date, if they wish to be repaid.
Allocation of Bonds The bonds will be allocated on a “first come, first served basis”. Online subscriptions will be processed within 24 hours whereas cheque applications may take up to 7 days.
Allowable Bondholders UK residents aged 18 years old or over, companies, trusts or charities.
Interest 7.5% per annum, with additional 0.5% interest payable to bondholders that subscribe for £10,000 or more. Interest is payable semi-annually until redeemed.
Subscriptions Subscriptions up to £10,000 may be made via online payment. Subscriptions above £10,000 must be paper applications with a cheque, in order to comply with Money Laundering Regulations.
Below is a summary of the ReBonds terms and conditions. For the full terms and conditions of the Bond Instrument, please refer to pages 24-34
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Wind Prospect Group Limited (“WPG“) is a global renewable energy business with 24 offices around the world including the UK, Ireland, US, France,
Poland, Australia, Canada, South Africa and China.
We focus on developing wind generation projects on a global basis, as well as providing services and advice to other renewable energy
businesses. Our wholly owned subsidiary, Renewables Direct Limited, which trades as “Wind Direct”, supplies low-cost wind energy direct to
industry, providing on-site renewable electricity to a wide range of industrial and commercial clients in the UK. With the proceeds
from ReBonds, Wind Direct will, where appropriate, build, own and operate our UK on-site generation wind projects going
forward.
Over the last two decades the WPG team has developed, often in partnership, more than 1,876MW
of consented wind projects and has contributed to
3Introduction to Wind Prospect Group
1995
Our first UK consented wind project - Workington, Cumbria
2000
Our South Australia Office Opens - Adelaide
2001
First 50MW in the Fens consented
1997
Our first Irish consented wind project - Donegal
2003
Our first Offshore consented wind project in the Irish sea
2004
Expansion into Asia with offices in Hong Kong and Bejing
continues on next page
1992
Our founders built one of the earliest UK wind projects
989 MW
415 MW108
MW36 MW18
MW13
MW1
MW
Development of Consented
Megawatts (MWs)
Key Milestones
9
many more client projects, through the provision of a wide range of engineering and commercial services to developers,
owners, investors and lenders across the world.
Wind Prospect Group has grown rapidly and in 2007, featured in the Sunday Times “Fast Track
100 List”. In 2010 it was featured in the “International Fast Track 100”, reflecting the
scale and growth of its overseas businesses.
WPG is wholly owned by its staff, which coupled with our experience
and global reach, provides strength and
stability to the business.
2005
Dublin Office Opens
Hallett (South Australia) breaks the 1 GW barrier
First Wind Direct Project
2007
Sunday Times Fast Track 100
2006
Canadian Office Opens
2008
Paris Office Opens
2010
Boco Rock Project Consented in Australia
Cape Town Office Opens
Sunday Times International Track 100
2009
Denver Office Opens
Hong Kong Offshore wind project consented
Warsaw Office Opens
2011
ReBonds Launched to fund future UK projects
1,003 MW
1,083 MW
1,117 MW
1,128 MW
1,517 MW
1,870 MW
1,876 MW
Development of Consented
Megawatts (MWs)
Key Milestones
10
Wind Prospect Enterprises Limited – Today and Tomorrow…Wind Prospect Enterprises Limited is wholly owned by Wind Prospect
Group, and owns the majority of the group’s development assets.
Wind Direct, which is wholly owned by WPE, provides low-cost green
energy direct to UK industrial and commercial clients and owns a
wide range of assets from early stage development wind sites, to near
ready-to-build wind projects.
In our UK joint venture with RidgeWind, WPE owns a 50% equity stake
in four UK onshore wind projects, which are consented or currently in
the planning system, totalling 84 MW.
Through our UK joint venture with EDF, WPE has access to 50% of a
pipeline of UK onshore projects currently under development.
In our Australian joint venture with CWP, WPE indirectly owns an
effective 40% share in each of 12 wind projects in New South Wales,
Australia, totalling 2,500 MW, as well as a deferred economic interest
in the Boco Rock wind project, which has development consent for up
to 273 MW.
EDF Joint Venture Assets - Access to 50% of UK Greenfield projects emerging from joint venture with EDF
Wind Direct Assets – 3 consented projects, 11.5 MW
4 projects in planning now, over 8 MW
5 more projects with approval to be sought in 2011, 12 MW
11 projects with exclusivity, 21 MW
Australia Greenfield Assets – Residual interest in the Boco Rock project, up to 273 MW
40% interest in the Sapphire project, approval to be sought in 2011, up to 225 MW
40% interest in the Crudine project, approval to be sought in 2012, up to 130 MW
40% interest in a pipeline of 10 more projects, potential up to 2,500 MW
WindProspect Enterprises
Joint Venture
with EDF
Wind Direct
Australian Greenfield
UK Greenfield
UK Greenfield Assets – 50% of 1 consented project, gross 14 MW
50% of 3 projects in planning now, gross 70 MW
11
Wind Prospect has constructed over 250MW of wind farm projects for EDF Renewables over more than a decade. We would thoroughly recommend them as a quality partner in all aspects of wind projects development, construction, operations and consultancy.Christian Egal, CEO EDF Renewables
phot
ogra
ph c
ourte
sy o
f Int
erna
tiona
l Pow
er
12
The funds raised by ReBonds will be used to bring forward
the development of our UK wind projects, including Wind
Direct and greenfield wind projects. We will invest up to
£6 million of ReBonds in constructing the two turbine, fully
consented wind project at South Staffordshire College,
Rodbaston Campus (“Rodbaston”).
Wind Direct specialises in providing low-cost, green
electricity directly to industrial and commercial clients. We
locate wind turbines on-site and supply electricity direct to
the client. Our clients benefit from zero capital investment,
low-cost and long-term (up to 10 years) fixed price, green
electricity. We identify projects with environmental benefits
and sound commercial returns, enabling our corporate
clients to lower their energy costs, as well as fixing them
over the long-term.
Our 20 dedicated staff have a highly successful track
record of obtaining planning consents with a 92% success
rate over 13 projects, with over 31 MW consented. The
business is well-established in the UK, with a track record
of operational wind projects, a portfolio of fully consented
wind projects (in or near construction), wind projects
currently in the planning system (or due to go in later this
year) and a pipeline of wind project opportunities going
forward.
4Where Your Money Will Be Used
13
Causeway Bridges Business Park
Location: Near Warrington Number of Turbines: 1 Capacity(kW): 750
Noble Foods Egg production
Location: Beckingham Number of Turbines: 3 Capacity (MW): 3.9
Noble Foods Egg production
Location: Fife Number of Turbines: 1 Capacity (MW): 1.5
Bradken Foundry
Location: Near Scunthorpe Number of Turbines: 1 Capacity (MW): 2.5
Longhill Road Commercial Estate
Turbines: 1 Capacity (MW): 2
Eastman Chemicals Chemical Products
Turbines: 2 Capacity (MW): 4
Solutia Chemicals Chemical Products
Turbines: 2 Capacity (MW): 5
Dewlay Cheese Cheesemaker
Turbines: 1 Capacity (MW): 2
East Midlands Airport Airport
Turbines: 2 Capacity (kW): 450
FMC Energy Services Equipment
Turbines: 1 Capacity (MW): 1.5
Eye Airfield Commercial Estate
Turbines: 2 Capacity (MW): 5
Mars Complementary Petcare Pet food
Turbines: 1 Capacity (MW): 2.5
South Staffordshire College, Rodbaston Campus Further Education
Turbines: 2 Capacity (MW): 4
Operational
In Construction
Consented
Key
Wind Direct Projects
Projects In Planning SystemTotal capacity over 8MWs
14
The installation of a 126m high wind turbine at the company’s
Lancashire creamery in 2010 made Dewlay one of the first
cheesemakers in the UK to be powered by wind energy on this scale.
This groundbreaking project was designed to lower Dewlay’s long-
term energy costs and its carbon footprint.
Dewlay’s commitment to environmental responsibility is long standing.
Besides wishing to improve their own green credentials, Dewlay is
also driven by the demands of its large corporate clients, such as
the supermarket chains, whose own green agendas demand that
suppliers are equally committed to reducing their carbon footprint.
The Dewlay 2 MW turbine was completed in October 2010, on time
and within budget. Installed on the company’s production site in
Lancashire the turbine is expected to reduce carbon emissions
by 2,673 tonnes per year. Charles Hendry MP, Minister of State
for Energy and Climate Change, officially opened the turbine in
November 2010.
Dewlay and Wind Direct are both proud of this project, leading the
renowned cheesemaker and the dairy industry, towards a cleaner,
greener and more sustainable future.
Case Study: Dewlay Cheese Limited
I applaud Dewlay for making the choice to generate green electricity and congratulate them on becoming one of the first cheesemakers in the UK to be powered by wind energy on this scaleCharles Hendry Minister of State for Energy and Climate Change
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A major part of the ReBonds proceeds will be used to construct
two wind turbines at the Rodbaston Campus of South Staffordshire
College. The project will both reduce the College’s cost of
electricity and ensure a self-sufficient and sustainable supply of
energy for the next 20 years. It is also expected to play a valuable
educational role, providing the students with the opportunity for
hands on experience of renewable power.
The College is a further and higher education body created in
2009 by the merger of three established colleges. It has over
1,000 staff and the four campuses work with over 20,000 full and
part-time students of all ages. The Rodbaston Campus covers 160
hectares of rural Staffordshire and specialises in providing land-
based courses.
A pair of wind turbines, each measuring 126m to tip height will
have the capacity to supply 4 MW of green electricity directly
to the College. At full output this will more than meet the on-site
demand and the surplus will be exported to the grid. The project
will be the first development of large scale wind turbines at a UK
educational establishment, and the first in the West Midlands.
The planning inspector who granted permission concluded: “The
significant contribution to meeting targets for renewable energy
generation, and the consequential effect in tackling the challenge
of climate change, represents a compelling argument in favour of
the proposed wind turbines.”
This is an exciting project for the College and our students. There was an extensive consultation process with a wide range of local stakeholders to assess this project and the turbines will provide hundreds of students each year with the additional knowledge and skills needed to help sustain a low carbon future in the UK
Graham Morley, the College’s Chief Executive Principal
5Our First ReBonds Project - South Staffordshire College
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The Wind Direct TeamDr Euan Cameron - Chief Executive Officer, Wind Prospect Group
Over the last 15 years, Euan has led Wind Prospect Group through rapid growth in the UK and expansion overseas to its current position as a leading international developer, constructor and operator of renewable energy wind projects. In 1992, Euan secured finance for one of the first UK wind farms to be built, at Haverigg in Cumbria. Euan began his career as an industrial civil servant, before working in the shipbuilding industry and the oil and gas sector.
Dr Chris Morris – Commercial Director, Wind Prospect Group
Chris joined in 2003 and has been instrumental in the development of our on-site electricity generation business, Wind Direct. Prior to joining, Chris established and was General Manager of PowerGen Renewables (now E.ON UK Renewables), where he built an operational wind energy portfolio of 130 MW. Chris has over 30 years’ technical and commercial experience in the UK electricity supply industry.
Richard Barker – Development Director, Wind Prospect Group
After a career in geophysics and completing an M Sc in renewable energy, Richard joined in 1999 and is responsible for the strategy and implementation of the Group’s UK wind energy development programme, including Wind Direct.
Frances Karki – Chief Operating Officer, Wind Direct
Frances joined WPG in 2004 and is responsible for the day-to-day management of Wind Direct. She has 12 years experience in the industry and has a very hands-on role in the commercial realisation of our UK wind projects, taking them from identification, through planning consent to fully operational. Under her leadership, Wind Direct has secured 10 planning consents and 5 projects are in construction or operation.
Chris Porter – Sales and Marketing Director, Wind Direct
Chris joined in 2005 and is responsible for identifying new opportunities and developing client relationships. Chris worked for 16 years developing businesses around the world in various industries and joined the renewable energy industry in 2002, as a Director of Econnect, an electrical engineering business, specialising in all forms of renewables.
Martin Alder – Non Executive Director, Wind Direct
Martin is one of the founding Directors of Wind Direct. He co-founded The Renewable Energy Company in 1995, the first dedicated supplier of renewable electricity. In 1999, he became Operations Director of Cinergy Renewables and subsequently set up his own consultancy company, specialising in renewable energy. He is Vice-Chairman of the Association of Electricity Producers, and Chairman of their Renewable Energy Committee.
17
Summarised below are the audited profit and loss statements and balance sheets of Wind Prospect Enterprises Limited. Past performance
is not an indicator of future performance and the future plans to develop the business are only intentions without any guarantee of successful
outcome.
Balance Sheet Summary £’000
Year ending 31st Dec 2010 2009 2008
Current Assets 4,047 5,753 5,092Current Liabilities (1,502) (3,236) (2,566)Shareholders Funds 2,545 2,517 2,526
P&L Highlights £’000
Year ending 31st Dec 2010 2009 2008
Turnover1 1,121 730 2,772Operational costs (1,038) (740) (1,819)Profit before tax 83 (10) 953
Under the provisions of section 398 of the Companies Act 2006, WPE is exempt from preparing consolidated financial statements as it is
included within the financial statements of a larger group. Therefore the above summary information is for WPE only, as an individual entity. The
immediate and ultimate controlling parent company is Wind Prospect Group. Copies of the financial statements of WPG and WPE are available
from Companies House.
In 2010 and 2011, certain Australian wind projects and Renewables Direct Limited, which trades as Wind Direct, were transferred to WPE
to consolidate the group’s ownership and trading activities within WPE. Prior to 2011, these assets were held within other group companies
and WPE was a holding company for certain UK greenfield wind projects only. Therefore the above summary financial information does not
encompass the historic financial information relating to the wind projects and their trading activities that are now included within WPE. Details of
these projects are set out elsewhere in this Invitation Document.
1Turnover historically consisted of (i) income from the sale of wind projects, which had successfully gained all the necessary consents and rights; and (ii) income from the provision of services on wind projects under development in WPE’s subsidiaries and other services provided to group companies. Operational costs consist of administration costs and costs of sales.
6Financial Information
18
Today, WPE owns all of Wind Direct (including consented projects and the pipeline of future projects), the UK greenfield wind projects and the Australian wind projects. In addition, going forward, it will own any UK greenfield wind projects that become available under the terms of its UK joint venture agreement with EDF.
The majority of the ReBonds’ proceeds will be used to build, own and operate the South Staffordshire College wind project, as well as, bringing
forward and building other UK wind projects. WPE also plans to generate profits on disposal of certain wind projects. WPE and its subsidiaries
will prepare consolidated group financial statements for the first time in 2011, which will be available to bondholders. In the future, the financial
statements of WPE will therefore look significantly different.
The key economic principle of wind project development is that the risk taken in the development process is rewarded by significant value
increase at the point when all necessary consents and rights (i.e. rights to land, planning consent, grid connection etc) are obtained. At this
point, investors attribute to the project a development premium over and above the development costs incurred. The scale of that premium
depends on the economics of the project.
Operational projects are more attractive still, as construction risk has been removed, and the asset is now generating long-term recurring
revenues. This creates a highly attractive annuity-like income stream, with high visibility of revenues, and therefore an even greater market value.
Since inception, WPG and its subsidiaries have invested over £10 million in developing wind project assets that are now (or will be in the future)
owned by WPE. The Group and its relevant subsidiaries will continue to develop these assets and to source, identify and invest in new wind
projects. The Directors believe that when these wind projects achieve all necessary consents and rights, these projects will then be worth
considerably more than the amounts originally invested.
For example, on 15th April 2011, Infinis plc, a subsidiary of private equity firm, Terra Firma Capital Partners Limited, acquired 96.8MW of operational UK wind projects from Scottish & Southern Energy plc for £173.6 million. The implied market value per MW is £1.8 million. In the recent experience of Wind Prospect Group, the cost to build a UK wind project is approximately £1.3 million per MW, which suggests a premium of £0.5 million per MW.
Within WPE, the UK wind project development pipeline consists of 18.5 MW net consented projects and over 43 MW net in projects that have
been submitted and are currently seeking planning consent.
19
WPE also holds a 50% interest in each of four UK greenfield wind projects under active
development, which together amount to 42 MW net generation capacity. One of these
wind projects (which has 7 MW net capacity) has already obtained planning consent
and we are in the process of discharging the planning conditions. A private equity
investor has an option to purchase WPE’s equity interest in these sites upon successfully
achieving all necessary consents and rights. If exercised, WPE will receive cash
payments for these equity stakes and has the right to retain a 10% equity interest in
each site.
Furthemore, WPE now owns the Wind Direct pipeline of UK wind projects. So far this
year, Wind Direct has submitted planning applications for four UK wind projects,
totalling over 8 MW, with a further five wind projects, totalling a further 12 MW planned
for submission later in 2011. Wind Direct expects to submit planning applications for a
similar volume of MW each year in the future.
WPE has an economic interest in the consented 273 MW Boco Rock wind project in
New South Wales, Australia . It also owns a 40% equity stake in each of 12 other wind
projects under development in New South Wales, totalling 2,500 MW. The up to 225 MW
Sapphire wind project is expected to receive planning consent in 2011. The up to 130
MW Crudine wind project is expected to receive planning consent in 2012 with others
following thereafter.
For example, the value of development rights in Australia may be implied from two recent market transactions. In 2010, the utility AGL Energy Ltd sold the 71.4 MW Hallett 2 wind project, originally developed by Wind Prospect for AGL Energy Ltd, for AUD$218 million. The build cost was AUD$159 million, implying the value of the development rights of AUD$830,000 per MW. In 2011, AGL sold the 132.3 MW Hallett 4 wind project for AUD$398 million, which had a build cost of AUD$310 million and an implied a value for the development rights of AUD$670,000 per MW.
20
a. Risk FactorsIn addition to the other relevant information set out in this Invitation,
the following specific factors should be considered carefully in
evaluating whether to make an investment in ReBonds. If you are
in any doubt about the contents of this document or the action
you should take, you are strongly recommended to consult a
professional adviser authorised under FSMA who specialises in
advising on investment in unlisted debt, shares and other securities.
The directors of the Company (the “Directors”) believe the following
risks to be the most significant for potential investors. The risks
listed, however, do not necessarily comprise all those associated
with an investment in ReBonds and they are not intended to be
presented in any assumed order or priority. In particular, the
Company’s, WPE’s and in general, the Wind Prospect Group’s
performance, may be affected by changes in economic, legal,
regulatory and tax requirements in the UK and abroad as well as
overall global financial conditions.
ReBonds are not transferable or negotiable on the capital markets
and no application is to be made for ReBonds to be admitted to
listing to trading on any market.
Investment in an unquoted security of this nature, being an illiquid
investment, is speculative, involving a degree of risk. It will not be
possible to sell or realise ReBonds or to obtain reliable information
about the risks to which they are exposed.
ReBonds are an unsecured debt of the Company and there is
no certainty or guarantee that the Company (or Wind Prospect
Enterprises Limited, as guarantor), will be able to repay them.
ReBonds may not be a suitable investment for all reviewers of this
Invitation or the Instrument.
Investors should also take their own tax advice as to the
consequences of owning ReBonds as well as receiving returns from
them. No representation or warranty, express or implied, is given to
Bondholders as to the tax consequences of their acquiring, owning
or disposing of any ReBonds and neither the Company nor the
Directors will be responsible for any tax consequences for any such
investors.
Amongst others, risk factors include:
Lower than anticipated wind resource at UK sites
Estimation of the wind resource at each site is a key part of the
development process. We normally erect wind measurement masts,
and measure the wind for at least one year and correlate these
results with local metrological stations to give the best possible
long-term wind forecast. At Rodbaston, we have 32 months of actual
on-site wind data.
The wind resource can vary significantly year on year but we are
confident that our forecasts are robust over the long-term.
7The Legal Features
21
Changes to the UK renewable energy regulatory environment
EU Renewable Energy Directive 2009/28/EC imposes an EU-wide
target of 20% of total energy from renewable sources by 2020.
In response, the UK has two schemes to encourage renewable
electricity generation in the UK, the Renewables Obligation scheme
(“RO”) and Feed in Tariffs (“FiT”) for projects of less than 5 MW.
The Government has recently consulted on proposals for Electricity
Market Reform and will publish a White Paper shortly. It proposes
to introduce a new FiT to replace the RO from 2013, but it also
proposes that new projects will be able to access the RO until 2017
and that all projects accredited to the RO will be “grandfathered” i.e.
their contracts will be honoured and there will be no retrospective
changes.
A full review of the FiT scheme will be conducted over the summer,
with a view to implementing any changes on 1 April 2012; again
existing projects will be “grandfathered”. We do not expect this to
impact the Rodbaston project as it is planned to be operational well
before this date.
Failure to obtain planning consents for new projects
This risk is mitigated by having a large portfolio of projects in more
than one country at any time. Furthermore, we select our sites very
carefully, through evaluation of engineering and environmental
issues and by full engagement with stakeholders.
Changes in the market price for energy
Whilst our projects receive government support as renewable
sources of electricity, this is effectively a supplement to the value of
electricity in the open market. Changes to that value will impact the
value of our projects either upwards or downwards.
Delays or cost overruns in construction or underperformance of the wind projects
For all wind projects, tight contractual conditions are imposed on
the turbine supplier and other contractors, with penalties for late
delivery. Each project has a dedicated and experienced project
manager. We take out insurance to cover any cost or delay caused
by an insurable risk. The turbine manufacturer provides warranties
as to the availability (uptime) of the turbines and their performance.
Turbines are normally priced in Euros; we would hedge the foreign
currency risk at the time of placing the order. All other major costs
are in sterling.
Increase in the cost of operating the wind projects
Wind Prospect will provide a 10 year fixed price RPI linked
operations contract. The turbine suppliers provide a fixed price
maintenance contract with full warranties for at least 5 years. The
fuel, the wind, is of course free.
Risk of any Wind Direct client closing down or reducing use of energy
The agreements with a client provide for export of the electricity
to the grid should they no longer be able to take some or all of it,
together with provisions to maintain the physical connection to the
grid in all circumstances.
22
b. Terms and Conditions This Invitation, and/or your participation in the subscription of
ReBonds, is conditional upon and subject to:
1. your completed Application Form, with either online payment or
by personal cheque in sterling to be drawn on a bank account
of a branch of a bank or building society in the UK made
payable to “Equiniti Limited re ReBonds” and crossed “Account
Payee only” having been received by Equiniti Limited, who are
acting as the Company’s Receiving Agent in connection with
ReBonds, by not later than 5pm on 20 July 2011 (“Long Stop
Date”) and
2. the Company having accepted your Application in whole or in
part in multiples of £500 nominal amount of ReBonds.
Upon receipt of your Application Form and payment, your
Application will be irrevocable and not be capable of being
terminated or rescinded by you.
The Application Form in respect of your Application to subscribe
for ReBonds can be downloaded from www.rebonds.co.uk. By
completing your Application Form, together with making payment
(either online payment or by cheque for the full amount of your
Application), you will be making your Application on the terms and
conditions contained in this Invitation and the Instrument.
In particular, by making your Application, you will be deemed to
acknowledge and confirm:
1. that you are not relying on any information given or any
representations, warranties, agreements or undertakings
(express or implied), written or oral, or statements made at any
time by the Company or any of its advisers in relation to the
Company or any member of the Group other than as contained
in this Invitation and the Instrument and that, accordingly, none
of the Company or any member of the Group, its directors,
officers, agents, employees or advisers or any person acting on
behalf of any of them shall have any responsibility for any such
other information or representation;
2. you are not relying on the Company or Fidelitas to advise
whether or not ReBonds are a suitable investment for you;
3. you are either (i) an individual who is 18 years old or more at
the date of making your Application and resident in the UK, or
(ii) a legal entity which is located within the UK and who is not
prevented by the laws of its governing jurisdiction or place of
incorporation from applying for or holding ReBonds;
4. you are entitled to make your Application and to be issued with
ReBonds in respect thereof under the laws of and rules of any
governmental bodies located in any jurisdictions which apply to
you;
5. you are aware that it is open to you to seek advice from
someone who specialises in advising on investments;
6. you are not entitled to be paid any commission in relation to
your Application;
23
7. you and funds under your management are not engaged in
money laundering;
8. you are making your Application on your own behalf and for no
other person;
9. the Company, their representative members, directors,
employees, agents and advisers will rely upon the truth
and accuracy of the confirmations, acknowledgements and
representations contained in this Invitation and the Application
Form; and
10. if applicable, the cheque provided by you in respect of your
ReBonds subscription will be honoured on first presentation.
Nothing in this Invitation, the Instrument or Application will restrict
the Company’s liability for fraud.
Money Laundering
It is also a term of your Application that, to ensure compliance with the Money Laundering Regulations 2007 (as amended), we or Equiniti Limited may, in our/their absolute discretion, require verification of your identity to the extent that you have not already provided the same. Pending the provision of evidence of identity, ReBonds acquired by you hereunder may be retained at the absolute discretion of the Company or Equiniti Limited. If within a reasonable time after a request for verification of identity, satisfactory evidence has not been supplied, the Company may, at its absolute discretion, terminate your Application in which event your subscription will be returned to you without interest and at your risk.
If you decide to make an Application, you have undertaken to the Company that you will pay for such ReBonds on acceptance.
24
c. The Bond Instrument
DATED 24 MAY 2011
WIND PROSPECT BONDS PLC - and -
WIND PROSPECT ENTERPRISES LIMITED
INSTRUMENT Constituting £10,000,000
ReBonds No. 1
This document, which is a financial promotion for the purposes of
Section 21 of the Financial Services and Markets Act 2000, is being
issued by Wind Prospect Bonds plc, which accepts responsibility
for the information contained herein. This document has been
approved as a financial promotion for UK publication by Porta
Verde Financial Services Limited, 25 Watling Street, London EC4M
9BR, which is authorised and regulated by the Financial Services
Authority to conduct investment business (FRN: 519508).
FIELD FISHER WATERHOUSE LLP 35 VINE STREET
LONDON EC3N 2AA
TEL: 020 7861 4000 FAX: 020 7488 0084
THIS INSTRUMENT is made by way of Deed Poll on 24th May 2011
BY
WIND PROSPECT BONDS PLC (registered number 7603748)
whose registered office is at 7 Berkeley Square, Bristol BS8 1HG
(the “Company”); and
WIND PROSPECT ENTERPRISES LIMITED (registered number
5078217) whose registered office is at 7 Berkeley Square, Bristol
BS8 1HG (the “Guarantor”).
Terms
1. Definitions and Interpretation
1.1 The following words have these meanings in this Instrument
unless a contrary intention appears:
Aggregate Nominal Amount in respect of ReBonds in issue at any time, the aggregate principal
amount of ReBonds outstanding at that time and/or all accrued
interest thereon;
Bondholder or Bondholders
the person(s) from time to time entered in the Register as the
holders of the ReBonds;
Business Day
a day other than a Saturday or a Sunday on which banks are open
for business in London;
25
Certificate
a certificate evidencing title to ReBonds substantially in the form set
out in the Schedule;
Commencement Date
the date on which the ReBonds are first issued;
Default Event has the meaning given to that term in Clause 6.1;
Directors the board of directors of the Company from time to time;
ReBonds or ReBonds No. 1
the non-convertible and non-transferable ReBonds No. 1 of the
Company constituted by this Instrument;
Group
a company which is from time to time a parent undertaking or a
subsidiary undertaking of the Company or a subsidiary undertaking
of any such parent undertaking, and the terms “parent undertaking”
and “subsidiary undertaking” shall have the meanings as set out in
the Companies Act 2006;
Instrument this instrument;
Interest Payment Date
The date falling i) six months and ii) 12 months following the
Commencement Date and iii) the same date of each sixth subsequent
month up to and including the date on which the ReBonds are finally
redeemed.
Interest Rate
(a) 7.5 per cent. per annum; or
(b) 8.0 per cent. per annum if the relevant Bondholder
subscribes for £10,000 or a higher amount of ReBonds;
Recognised Investment Exchange
has the meaning ascribed to that term in section 285 of the Financial
Services and Markets Act 2000;
Register the register of Bondholders maintained by the Company as provided
for in Clause 11;
Registered Office
the registered office of the Company from time to time; and
Repayment Date
subject to pre-payment by the Company in accordance with the
terms of this Instrument, at the option of the Bondholder the later
of (i) the fourth anniversary of the Commencement Date, and (ii)
any subsequent anniversary of the Commencement Date (or if
such date does not fall on a Business Day, the next Business Day)
provided that the Bondholder has completed a notice of redemption
six months prior to the relevant repayment date in accordance with
clause 4.1.
1.2 In this Instrument, unless the contrary intention appears:
26
a. the singular includes the plural and vice versa and any
gender includes the other gender;
b. ‘person’ unless the context otherwise requires includes a
natural person, a firm, a partnership, a body corporate,
an unincorporated association or body, a state or
agency of state, trust or foundation (whether or not
having separate legal personality);
c. a ‘natural person’ unless the context otherwise requires
shall mean a human being, as opposed to a juridical
person created by law;
d. a reference to:
i. a document means that document as amended,
replaced or novated;
ii. a statute or other law means that statute or other law
as amended or replaced, whether before or after the
date of this Instrument and includes regulations and
other instruments made under it;
iii. a clause or schedule is a reference to a clause or a
schedule in this Instrument; and
iv. a month means a calendar month;
e. where the word ‘including’ or ‘includes’ is used, it is to
be taken to be followed by the words: ‘but not limited to’
or ‘but is not limited to’, as the case requires;
f. where a period of time is expressed to be calculated
from or after a specified day, that day is included in the
period;
g. a reference to “date of redemption” or “repayment”
or “redeemed” or “repaid” means the date on which
the outstanding principal and accrued interest on the
outstanding ReBonds is finally paid; and
h. headings are inserted for convenience and do not affect
the interpretation of this Instrument.
2. Amount and Status of ReBonds
2.1 The aggregate principal amount of ReBonds is limited to
£10,000,000.
2.2 ReBonds shall only be capable of being issued in multiplies
of £500 in nominal amount and there will be no limit on
the maximum amount of ReBonds that can be issued to a
Bondholder, subject to the aggregate principal amount limit
set out in Clause 2.1 above.
2.3 ReBonds shall not be issued or registered in the names of
more than one Bondholder.
2.4 Subject to this Instrument and the Schedule, the whole of
the ReBonds as and when issued shall rank pari passu
equally and rateably without discrimination or preference.
27
2.5 ReBonds shall not be capable of being transferred by the
Bondholder and shall not be capable of being dealt in or
negotiated on any stock exchange or other recognised or
capital market in the United Kingdom or elsewhere and no
application has been or will be made to any Recognised
Investment Exchange for the listing of, or for permission to
deal in, ReBonds.
3. Interest
3.1 Interest is payable on the principal amount outstanding
under ReBonds from the Commencement Date until the
date of redemption and will be calculated on the basis of a
365 day year (or, in the case of a leap year, a 366 day year).
3.2 Interest accrues from day to day at the applicable Interest
Rate and is payable to the Bondholders by the company by
half-yearly payments in arrears on each Interest Payment
Date until the ReBonds are repaid under the terms of this
Instrument and shall be paid to the Bondholders by the
Company within 15 Business Days of such Interest Payment
Date.
4. Redemption of ReBonds
4.1 All ReBonds not previously repaid (in whole or in part)
before the Repayment Date will be redeemed by the
Company on the Repayment Date, at par, together with
interest accrued up to and including the date of redemption,
provided that the Bondholder completes the redemption
form on the reverse of the Certificate and returns the same
to the Company in accordance with the instructions printed
thereon so as to be received by the Company at least six
months prior to the relevant Repayment Date.
4.2 All payments of principal and interest in respect of the
ReBonds by or on behalf of the Company shall be made at
the Bondholder’s risk:
a. either by cheque or bank transfer in favour of the
Bondholder. If such payment is to be made by cheque,
it shall be sent at the Bondholder’s risk to the address
notified to the Company for such purpose in writing by
the Bondholder from time to time; and
b. free and clear of, and without withholding or
deduction for, any taxes, duties, assessments or
governmental charges of whatsoever nature imposed,
levied, collected, withheld or assessed, unless such
withholding or deduction is required by law. In that
event, the Company shall make such withholding or
deduction and shall, where required, account to the
relevant tax authority for such withholding or deduction.
For the avoidance of doubt, in such circumstances, the
Company shall not be required to increase or gross-up
any payment of principal or interest made hereunder.
4.3 All ReBonds redeemed by the Company pursuant to the
28
terms of this Instrument will be cancelled and will not be
available for reissue.
4.4 In the event that any income or other tax is deducted from
a payment, the Company will issue to the Bondholders as
soon as reasonably practicable a certificate of deduction of
tax in respect of the tax deducted or withheld.
5. Pre-payment and Early Redemption of ReBonds
5.1 In addition to Clause 6.1, the Company will be entitled
to pre-pay any or all of the principal amount of ReBonds
together with interest accrued thereon at any time after the
third anniversary of the Commencement Date.
6. Default Events
6.1 Notwithstanding Clause 4 and 5 and subject to Clause
6.2, all outstanding ReBonds shall become immediately
repayable, at the option of a Bondholder, at par together
with all accrued interest up to and including the date of
redemption, on the happening of any of the following events
(each a “Default Event”):
a. an order is made or an effective resolution passed for
winding-up or liquidation of the Company (otherwise
than for the purposes of or in the course of a solvent re-
organisation, reconstruction or amalgamation); or
b. an encumbrancer has taken possession of or if a
receiver, administrative receiver, liquidator, judicial factor
or other similar officer is appointed to take possession
of the whole or any material part of the property or
undertaking of the Company and in any such case is
not discharged, withdrawn or removed within 14 days
of possession being taken or an appointment being
made provided that at all times during such period the
Company is contesting such possession or appointment
in good faith and diligently; or
c. any administration order or any administration
application has been made in respect of the Company;
or
d. any procedure or step analogous to the events set out in
Clause 6.1(a) to (c) is take in any jurisdiction.
6.2 The Company will use reasonable endeavours to give
notice to the Bondholders of the happening of any Default
Event within ten (10) Business Days upon becoming aware
of the same. If any Bondholder shall waive in writing its
right of repayment of the Aggregate Nominal Amount due
to it, the ReBonds held by such Bondholder shall remain
outstanding.
7. Non-Conversion
The principal amount of ReBonds held by a Bondholder and any
29
accrued interest shall not be capable of conversion into shares or
other securities in the Company.
8. Certificates
8.1 The Certificates will be in the form or substantially in the
form set out in the schedule.
8.2 The Company will recognise the Bondholder indicated
in the Register as the absolute owner of ReBonds. The
Company is not bound to take notice or see to the execution
of any trust whether express, implied or constructive to
which any ReBonds may be subject.
8.3 If any of the Bondholder’s ReBonds are due to be
redeemed under any of the provisions of this Instrument, the
Bondholder shall, if requested by the Company, deliver up
to the Company (at its Registered Office) the Certificate(s)
for ReBonds which are due to be redeemed in order that
the same may be cancelled and, upon such delivery (if so
requested by the Company), the Company shall pay the
relevant redemption amount to the Bondholder.
8.4 If any of the Bondholder’s ReBonds are liable to be
redeemed under any of the provisions of this Instrument,
and, following a request by the Company, it fails to or
refuses to deliver up the Certificate(s) for such ReBonds
at the time and place fixed for the redemption of such
ReBonds, then the Company may set aside the relevant
amount due to the Bondholder, pay it into a separate
interest-bearing bank account which shall be held by the
Company in trust for the Bondholder (but without interest
(save as may accrue in such account)) and such setting
aside shall be deemed, for all purposes of these conditions,
to be a payment to the Bondholder and the Company shall
thereby be discharged from all obligations in connection
with such ReBonds. If the Company shall place such
amount on deposit at a bank, the Company shall not be
responsible for the safe custody of such amount or for any
interest accruing on such amount in such account.
8.5 If any certificate is lost, stolen or mutilated, defaced or
destroyed, it may be replaced at the Registered Office,
subject to all applicable laws, upon such indemnity as the
Directors may reasonably require.
9. Transfer
ReBonds are not transferable in whole or in part and neither the
Company not its Directors shall approve or arrange or participate in
any transfer of ReBonds, whether by registration or otherwise.
10. Transmission
10.1 Any person becoming entitled to ReBonds as a result of the
death or bankruptcy of a holder of ReBonds or of any other
event giving rise to the transmission of such ReBonds by
30
operation of law may, upon producing such evidence as
reasonably required by the Directors of the Company, be
registered as the holder of such ReBonds.
10.2 In the case of death of a registered holder of ReBonds, the
only persons recognised by the Company as having any
title to ReBonds are the executors or administrators of a
deceased sole registered holder of ReBonds or such other
person or persons as the Directors of the Company may
reasonably determine and they will be entitled to require
repayment of the ReBond at par.
11. Register of ReBonds
11.1 The Company will at all times keep at its Registered Office,
or at such other place as the Company may have appointed
for the purpose, a register showing:
a. the nominal amount of ReBonds held by the Bondholder;
b. the serial number of each ReBond issued;
c. the date of issue and all subsequent transmissions of
ownership; and
d. the name and address of the Bondholder as bondholder.
11.2 The Bondholder may at all reasonable times during office
hours inspect his/her details entered in the Register and
take copies of such details from the Register.
11.3 The Register may be closed by the Company for such
periods and at such times as it thinks fit but not more than
thirty (30) days in any calendar year.
11.4 Any change of name or address on the part of the
Bondholder must be notified to the Company and the
Register will be altered accordingly.
12. Guarantee
12.1 The Guarantor unconditionally and irrevocably guarantees
to each of the Bondholders from time to time that if, for any
reason whatsoever, the Aggregate Nominal Amount of his
or its outstanding ReBonds (or any part of it) is not paid in
full by the Company on the due date it shall (subject to the
limitations set out in this guarantee), on demand in writing
by such Bondholder, pay to him such sum as shall be equal
to the amount in respect of which such default has been
made, provided that the Guarantor’s maximum aggregate
liability under this guarantee shall not exceed an amount
equal to the Aggregate Nominal Amount due to such
Bondholder.
12.2 Upon payment in full by the Guarantor of the Aggregate
Nominal Amount of any outstanding ReBonds, such
ReBonds shall be deemed to have been repaid and
cancelled.
12.3 The Guarantor shall be liable as if it were a principal
debtor for all monies payable pursuant to this Instrument
31
(notwithstanding that, as between the Company and the
Guarantor, the Guarantor is a surety only) and shall not
be exonerated or discharged from liability under this
guarantee:
a. by time or indulgence being given to, or any
arrangement or alteration of terms being made with, the
Company; or
b. by the liquidation, whether voluntary or compulsory, of
the Company or by the appointment of an administrative
receiver or an administrator in relation to the Company
or its assets; or
c. by any act, omission, matter or thing whatsoever
whereby the Guarantor, as surety only, would or might
have been so exonerated or discharged.
12.4 Each of the covenants and guarantees contained in this
Clause 12 shall be a continuing covenant and guarantee
binding on the Guarantor, and shall remain in operation until
the Aggregate Nominal Amount of the outstanding ReBonds
has been fully paid or satisfied.
12.5 This Clause 12 shall be deemed to contain, as a separate
and independent stipulation, a provision to the effect that
any sums of money which may not be recoverable from the
Guarantor by virtue of a guarantee (whether by reason of
any legal limitation, disability, incapacity or any other fact
or circumstance and whether known to the Bondholders or
not) shall nevertheless be recoverable from the Guarantor
by way of indemnity.
12.6 Each Bondholder shall be entitled to determine from time
to time when to enforce this guarantee as regards his
outstanding ReBonds and may from time to time make any
arrangements or compromise with the Guarantor in relation
to the guarantee given by this Clause 12 which such
Bondholder may think expedient and/or in his own interest.
12.7 Any payment to be made by the Guarantor under this
Instrument shall be made without regard to any lien, right
of set-off, counterclaim or other analogous right to which
the Guarantor may be, or claim to be, entitled against any
Bondholder.
12.8 Payment by the Guarantor to any Bondholder made in
accordance with this Clause 12 shall be deemed a valid
payment for all purposes of this Clause 12 and shall
discharge the Guarantor from its liability under this Clause
12 to the extent of the payment, and the Guarantor shall
not be concerned to see to the application of any such
payment.
12.9 In relation to any demand made by a Bondholder for
payment by the Guarantor pursuant to this Clause 12, such
demand shall be in writing and shall state:
32
a. the full name and registered address of such
Bondholder and the Aggregate Nominal Value which is
claimed;
b. that none of ReBonds in respect of which such demand
is made has been cancelled, redeemed or repurchased
by the Company;
c. that the sum demanded is due and payable by the
Company, that all conditions and demands prerequisite
to the Company’s obligations in relation to those
ReBonds have been fulfilled and made, that any grace
period relating to those obligations has elapsed and that
the Company has failed to pay the sum demanded;
d. the date on which payment of the Aggregate Nominal
Amount (or part thereof) in respect of which the demand
is made should have been made to the Bondholder by
the Company; and
e. the bank account details of a bank in the United
Kingdom to which payment by the Guarantor is to be
credited or the address to which payment by cheque is
to be sent at the Bondholder’s risk.
12.10 The Guarantor may rely on any demand or other document
or information appearing on its face to be genuine and
correct, and to have been signed or communicated by the
person by whom it purports to be signed or communicated.
The Guarantor shall not be liable for the consequences of
such reliance and shall have no obligation to verify that the
facts or matters stated in any such demand, document or
information are true and correct.
13. Warranties and Undertakings
13.1 The Company undertakes to the Bondholder that:
a. it will perform and observe the obligations imposed on it
by this Instrument;
b. it will comply with the provisions of the Certificates; and
c. the ReBonds are held subject to and with the benefit of
the terms and conditions set out in this Instrument and
are binding on the Company and the Bondholder and all
persons claiming through or under them.
13.2 The Company and the Guarantor severally warrant to the
Bondholder on the date of this Instrument, and at all times
while such Bondholder holds ReBonds, that:
a. (in case of the Company only) it has the power and
authority to issue ReBonds and to exercise its rights and
perform its obligations under ReBonds;
b. it has the power and authority to enter into this Instrument
and to exercise its rights and perform its obligations under
this Instrument;
c. it has taken all necessary corporate, shareholder and
33
other action to authorise the execution, delivery and
performance of this Instrument; and
d. it has been duly incorporated, constituted or amalgamated
and is validly subsisting and is in good standing under
the laws of the jurisdiction in which it is incorporated,
constituted or amalgamated.
14. Notice
14.1 Any notice or other communication to be given under this
Instrument must be in writing and will be served by delivering
it personally or sending it by pre-paid post (to the Company
only) to the address and for the attention of the relevant party
set out below (or as otherwise notified by that party). Any
notice will be deemed to have been received:
a. if delivered personally, at the time of delivery;
b. in the case of pre-paid post, 48 hours from the date of
posting; and
c. in the case of registered airmail within three (3) Business
Days of the date of posting.
14.2 If deemed receipt occurs before 9am on a Business Day
the notice is deemed to have been received at 9am on that
day and if deemed receipt occurs after 5pm, the notice is
deemed to have been received at 9am on the next Business
Day.
14.3 The addresses of the Bondholders for the purposes of the
Instrument are as set out in the Register from time to time,
and the address of the Company is its Registered Office.
15. Costs and Expenses
Each party shall pay its own costs, charges and expenses relating
to the execution and implementation of this Instrument.
16. Third Party Rights
No person shall have a right under the Contract (Rights of Third
Parties) Act 1999 to enforce any term of this Instrument.
17. Governing Law and Jurisdiction
17.1 This Instrument and each of ReBonds is governed by and
shall be construed in accordance with the law of England
and Wales.
17.2 Each party irrevocably submits to the exclusive jurisdiction
of the courts of England and Wales as regards any claim,
dispute or matter arising out of or in connection with this
Instrument.
34
EXECUTED as a DEED )
on the day and year set out above )
for and on behalf of )
WIND PROSPECT BONDS PLC )
acting by: )
Director
Director/Secretary
EXECUTED as a DEED )
on the day and year set out above )
for and on behalf of )
WIND PROSPECT ENTERPRISES LIMITED )
acting by: )
Director
Director/Secretary
35
d. Bondholder Certificate
WIND PROSPECT BONDS PLC (“the Company”)(Incorporated and registered in England and Wales with company number 7603748)
ReBonds No. 1
Millions Hundred Thousands Ten Thousands Thousand Hundred Tens Units
THIS IS TO CERTIFY THAT:
[Name and Address of Bondholder]
is the registered holder of ReBonds No. 1 constituted by an Instrument of the Company and Wind Prospect Enterprises Limited (as Guarantor)
dated 24 May 2011 (“the Instrument”) in the above sum. ReBonds are issued subject to the rights and restrictions contained in the Instrument.
Given under the Securities Seal of the Company on this the [date].
No transmission of the whole or any part of the above ReBonds can be registered without the production of this certificate.
Registrars:
Fidelitas Capital Limited,
17 Bentinck Street,
London W1U 2ES
36
Applications up to and including £10,000 may be made online,
however, applications over £10,000 must be paper applications and
must be posted, together with a cheque, in order to comply with the
Money Laundering Regulations 2007.
To make a postal applications you must download a personalised
application form which can be done by visiting the ReBonds
website (www.rebonds.co.uk) and completing the relevant section.
Once completed, your application form should be printed, signed
and returned with a cheque for the full amount payable (being a
multiple of £500) in sterling drawn on a bank account of a branch
of a bank or building society in the UK in your name (or on a bank
account of which you are a joint named holder) made payable to
“Equiniti Limited re ReBonds” and crossed Account Payee only
which should be sent to Rebonds Offer, Equiniti Limited, Corporate
Actions, Aspect House, Spencer Road, Lancing, West Sussex BN99
6DA to be received by no later than the Long Stop Date (being 5pm. on 20th July 2011).
Company, trust or charity applications must also be postal
applications (and therefore cannot be made online as two
authorised signatories are required).
Online payments should clear the next business day, whereas
cheques received in respect of Applications will be presented upon
receipt but may take up to 7 business days to clear. Post-dated
cheques will not be accepted.
We will inform you in writing if your Application has been successful,
within 30 business days of closing or the Long Stop Date,
whichever is earlier, and, in the event that your Application has
been successful, send a bond certificate (“ReBonds Certificate”) in
respect of ReBonds that have been issued to you.
If your Application is unsuccessful, your payment will be returned
to you within 10 business days of the closing date or the Long Stop
Date, which is earlier without interest and at your risk.
8The Application Process and Timetable
37
Making an Application
If, after carefully reading this Invitation and the Instrument, you wish
to make an Application:
1. Please refer to www.rebonds.co.uk and click on ‘Apply Now’.
You will be then be taken directly to the Application Facility
where you can enter your details on-screen, apply online and
make payment online (and print your Application Form for your
records).
2. Alternatively you can enter your details online, print the resulting
personalised Application Form, sign and return the Application
Form by post to Rebonds Offer, Equiniti Limited, Corporate
Actions, Aspect House, Spencer Road, Lancing, West Sussex
BN99 6DA, together with a cheque from a UK bank or building
society in sterling for the full amount payable in respect of your
Application (being a multiple of £500) and made payable to
“Equiniti Limited re ReBonds” and crossed “Account Payee
only” which should be received by no later than the Long Stop Date (being 5pm on 20th July 2011).
Please note that the decision to accept Applications, in whole or in part (in multiples of £500), is at the sole and unreserved discretion of the Company. The Company may accept your Application in respect of part only of the nominal amount of ReBonds applied for in your Application (in which case the balance of the amount paid in respect of ReBonds which were not issued to you will be repaid to you).
38
9Definitions
CWP CWP Australia Holding Limited
EDF EDF Energies Nouvelles SA
FSMA Financial Services and Markets Act 2000
JV with EDF Cumbria Wind Farms Limited, an indirect subsidiary of EDF
RDL Renewables Direct Limited, trading as “Wind Direct”
Ridgewind Ridge Wind Acquisition Limited
WPB or The Company Wind Prospect Bonds plc
WPE Wind Prospect Enterprises Limited
WPG Wind Prospect Group Limited and its subsidiaries
