Isle of Man Mauritius
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Case Studies

Greenko Group Plc

Greenko Group Plc (“Greenko”) operated clean energy assets in India which included hydro, wind, solar, biomass and gas/liquid fuel assets. The geographic locations were diverse to reduce regulatory exposure in individual states and to hedge weather-related risks particularly for hydro and wind. Operational renewable energy capacity was 661 MW with 423 MW of projects in construction and 1,240 MW in active development.

IQE

Greenko was an Isle of Man incorporated company quoted on AIM from 1st November 2007 until 19th January 2016.

Prior to the AIM admission, IQE Limited ("IQE") was involved with the continuation of Greenko S.A., a limited company incorporated in Luxembourg, to the Isle of Man, where the Company became known as Greenko Group PLC. IQE has provided Greenko with Registered Agent, Registered Office, administration services and Corporate Governance support, including the following:

  • Company secretary and related services. Isle of Man statutory maintenance and filings.
  • Corporate Governance audit and monitoring.
  • Hosting AGMs, preparation of AGM notice, proxy, Chairman's script and monitor voting.
  • Hosting EGMs, preparation of EGM notice, proxy, Chairman's script and monitor voting. Liaison with directors, Nominated Adviser, AIM and other advisors.
  • Notifications of close periods and prohibited periods.
  • Advising the directors of suitable training, conferences, reference material and updates on changes to legislation, regulations, guidance and best practice.

Brief history involving IQE secretariat

  • Re-structured share capital, changed name to Greenko Group PLC.
  • Transferred domicile from Luxembourg to the Isle of Man contemporaneously with AIM admission.
  • Admitted to AIM 1st November 2007.
  • Raised €68.3 million at admission.
  • 2009 - completed US$46.26 million equity raise with Global Env. Fund.
  • 2010 - assisted with Placing to raise £72 million.
  • 2011 - additional £50 million raised through Placing of new ordinary shares.
  • 2011 - assisted to obtain a loan of Rs186.40 crore from IL&FS Financial Services Limited for a subsidiary (Greenko Godavari Power Projects Private Limited) to part finance a 58.38 MW Gas Based power-project near Kakinada, in Andhra Pradesh province, India.
  • 2011 - assisted with Greenko's provision of a Corporate Guarantee for the Rs186.40 crore IL&FS Loan.
  • 2011 - assisted with raising a US$70,000,000 Facility Agreement made between, amongst others, Greenko as Guarantor, Greenko Mauritius as borrower and Standard Chartered Bank (Hong Kong) as the lender.
  • 2012 - further £5 million raised from subscription for new ordinary shares.
  • 2012 - IL&FS Financial Services Limited agreed to sanction financial assistance to another subsidiary (Fortune Five Hydel Projects Private Limited) in Karnataka, India, by way of a term-loan aggregating to Rs 2,240,000,000 to develop, construct and operate a 52.8 MW project out of the total capacity of 100.8 MW wind-power project.
  • Market capitalisation of £202.64 million at 23rd November 2012.
  • 2013 - assisted with Subscription and Shareholders' agreement for £100 million investment by Cambourne Investment Private Limited (an affiliate of the Government of Singapore Investment Corporation Pte. Limited), Greenko and Greenko Mauritius (a Mauritian incorporated limited-liability company that held Greenko's Indian assets).
  • 2014 - announced the acquisition of the 70 MW Budhil hydro-project.
  • 2014 - announced additional 100 MW of new wind-assets commissioned.
  • 2014 - assisted with refinancing of US$550 million.
  • 2014 - assisted with a US$125,000,000 Note Purchase Agreement ("NPA") between Greenko (Sponsor), Greenko Mauritius (Note Issuer), EIG Greenko Holdings S.à.r.l (Original Note Holder) and EIG Management Company, LLC (Administrative Agent) whereby Greenko Mauritius offered the EIG Note holder notes on the terms and conditions set out in the NPA, the proceeds of which would be advanced as loans to Greenko Mauritius for the purposes of, inter alia repaying all amounts outstanding under the 2011 Facility Agreement for US$70,000,000.
  • 2015 - announced that it had signed non-binding heads of terms with Cambourne (an affiliate of GIC) for the disposal of all of the Company's shares in Greenko Mauritius, for a gross cash consideration of approximately £162.8 million.
  • November 2015 – IQE drafted EGM documents required to approve the sale by the Company of all the issued shares in Greenko Mauritius and all other assets held by the Company.
  • IQE worked with the remaining two directors to ensure an orderly closure, contacting advisers and checking that all contracts were terminated as appropriate, dealt with shareholder enquiries and the final dividend payments to the shareholders (two separate tranches).
  • 2016 – de-listed from AIM and Liquidator appointed.

We have the expertise to assist with multi-jurisdictional fiduciary services for international structures

I confirm that I have worked with IQE Limited (“IQE”) indirectly and directly since 2009. Throughout our association IQE has provided company secretarial and administrative services of the highest standard not only for Redefine International P.L.C. but also for its many Isle of Man subsidiaries. IQE has at all times provided services at a very high level in a friendly and efficient manner and it has never been too much trouble for IQE to help us achieve our goals.

Redefine International Property Management Limited and IQE have developed a great working relationship and I would not hesitate to recommend their services." Michael Watters, CEO, Redefine International Group

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