NEOEN SA (EPA:NEOEN) - Neoen announces the success of its offering of Bonds Convertible into New Shares and/or Exchangeable for Existing Shares (OCEANE) due 2024 for a nominal amount of approximately €200 million
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN THE
UNITED STATES OF AMERICA OR IN AUSTRALIA, CANADA OR JAPAN OR ANY OTHER
JURISDICTION IN WHICH OFFERS, OR SALES OF THE SECURITIES WOULD BE PROHIBITED BY
Paris, October 2nd, 2019
Neoen announces the success of its offering of Bonds Convertible into New
Shares and/or Exchangeable for Existing Shares (OCEANE) due 2024 for a nominal
amount of approximately EUR200 million
Neoen (ISIN Code: FR0011675362, Ticker: NEOEN) (the "Company") announces today
the success of its offering of senior unsecured bonds convertible into new
shares and/or exchangeable for existing shares of the Company ("OCEANE") due
October 7th 2024 (the "Bonds"), by way of a placement to qualified investors
only in accordance with Article L. 411-2 II of the French monetary and
financial code (Code monétaire et financier), for a nominal amount of
approximately EUR200 million (the "Offering").
The net proceeds of the Offering will be used by the Company for general
corporate purposes with a view to finance growth towards the 2021 capacity
target (more than 5.0 GW of capacity under construction or in operation), while
optimizing balance sheet within the guidelines given by the Company regarding
an average leverage ratio of approximately 80-85% of invested capital on an
all-in basis including all Group debt, whether corporate, junior or senior
Xavier Barbaro, Chairman and CEO of Neoen, comments: "The success of this
inaugural convertible bond issuance highlights Neoen's attractiveness to
investors. The terms obtained illustrate their confidence in our capacity to
develop and operate our portfolio of assets and to keep growing it in a
balanced and diversified way, while ensuring the strong economic
competitiveness of each project. This issuance, fully subscribed by French and
international institutional investors, enables us to both diversify our sources
of financing and continue the optimization of our average cost of debt."
Main terms of the Bonds
The Bonds will be issued at par and will bear an interest of 1.875% from the
Issue Date, payable semi-annually in arrears on April 7th and October 7th of
each year (or on the following business day if this date is not a business
day), and for the first time on April 7th 2020.
The nominal unit value of the Bonds has been set at EUR30.17, corresponding to
a premium of 35% above Neoen's reference share price(1) on the regulated market
of Euronext in Paris ("Euronext Paris").
Settlement-delivery of the Bonds is expected to take place on October 7th, 2019
(the "Issue Date").
Unless previously converted, exchanged, redeemed or purchased and cancelled,
the Bonds will be redeemed at par on October 7th, 2024 (or on the following
business day if this date is not a business day) (the "Maturity Date").
The Bonds may be redeemed prior to maturity at the option of the Company and at
the option of the bondholders under certain conditions.
In particular, the Bonds may be fully redeemed earlier at par plus accrued
interest, at the Company's option at any time from October 28th, 2022 until the
Maturity Date, subject to a minimum of 30 (but not more than 90) calendar days
prior notice, if the arithmetic average, calculated over a period of 20
consecutive trading days chosen by the Company from among the 40 consecutive
trading days preceding the publication of the early redemption notice, of the
products of the Company's volume weighted average price on Euronext Paris on
each trading day of the considered period and the applicable
conversion/exchange ratio on each such trading day exceeds 130% of the nominal
value of the Bonds.
(1) The reference share price is equal to the volume-weighted average price of
Neoen's shares recorded on Euronext Paris from the start of trading on October
2nd, 2019 until the determination of the final terms of the Bonds on the same
Upon a Change of Control of the Company or upon a Free Float Event (as these
terms are defined in the terms and conditions of the Bonds), all bondholders
will have an option to request the redemption before the Maturity Date of the
Bonds at their nominal amount plus accrued but unpaid interests.
Bondholders will be granted a conversion/exchange right of the Bonds into new
and/or existing shares of the Company (the "Conversion/Exchange Right") which
they may exercise at any time from the Issue Date and until the 7th trading day
(inclusive) preceding the Maturity Date or the relevant early redemption
The conversion/exchange ratio is set at one share per Bond subject to standard
adjustments as described in the terms and conditions of the Bonds. Upon
exercise of their Conversion/Exchange Right, bondholders will receive at the
option of the Company new and/or existing Company's shares carrying in all
cases all rights attached to existing shares as from the date of delivery.
Application will be made for the listing of the Bonds on Euronext Access(TM)
of Euronext in Paris to occur within 30 calendar days from the Issue Date.
In the context of the Offering, the Company and Impala SAS have respectively
agreed to a lock-up undertaking on the issuance or sale of shares or of
securities giving access to the share capital for a period starting from the
announcement of the transaction and ending 90 calendar days after the Issue
Date, subject to certain customary exceptions or waiver from the financial
For illustrative purposes, as a result of the Offering and the final
conditions, the issue of 6,629,101 Bonds would lead to a maximum dilution of
approximately 7.8% of the outstanding share capital, should the Company decide
to exclusively deliver new shares upon exercise of the Conversion/Exchange
Legal framework of the Offering and placement
The Offering of the Bonds has been conducted by way of an accelerated bookbuilt
placement in France and outside of France (excluding in particular the United
States of America, Canada, Australia and Japan), to qualified investors only in
accordance with Article L. 411-2 II of the French monetary and financial code
(Code monétaire et financier), as per the 11th and 7th resolutions approved by
the Company's extraordinary general meetings held respectively on June 28th,
2019 and October 2nd, 2018.
Existing shareholders of the Company shall have no preferential subscription
rights (nor priority subscription period) in connection with the issuance of
the Bonds or the underlying new shares of the Company issued upon conversion.
The Offering of the Bonds is not subject to a prospectus approved by the French
Financial Market Authority (Autorité des marchés financiers) (the "AMF").
Detailed information on Neoen, including its business, results, prospects and
related risk factors are described in the Company's registration document
(Document de Référence) registered with the AMF on June 5th, 2019 under
number R.19-021 which is available, together with the H1 2019 financial report
and the H1 2019 press release, all the press releases and other regulated
information about the Company, on Neoen's website (www.neoen.com).
This press release does not constitute or form part of any offer or
solicitation to purchase or subscribe for or to sell securities to any person
in the United States, Australia, Canada or Japan or in any jurisdiction to whom
or in which such offer is unlawful, and the Offering of the Bonds is not an
offer to the public in any jurisdiction, including France, other than to
Neoen is one of the world's most dynamic independent producers of renewable
energy. With a capacity close to 3 GW in operation or under construction, Neoen
is a high-growth company. Neoen is notably active in France, Australia, Mexico,
El Salvador, Argentina, Finland, Ireland, Zambia, Jamaica and Portugal. In
particular, Neoen operates Europe's most powerful solar PV farm (300 MWp) in
Cestas, France, and the world's largest lithium-ion power reserve (100 MW/129
MWh storage capacity) in Hornsdale, Australia. Neoen is targeting more than 5
GW capacity in operation or under construction by 2021. Neoen (ISIN Code:
FR0011675362, ticker: NEOEN) is listed on the Compartment A of the regulated
market of Euronext Paris.
This press release may not be released, published or distributed, directly or
indirectly, in or into the United States of America, Australia, Canada or
Japan. The distribution of this press release may be restricted by law in
certain jurisdictions and persons into whose possession any document or other
information referred to herein 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 jurisdiction.
No communication or information relating to the offering of the Bonds may be
transmitted to the public in a country where there is a registration obligation
or where an approval is required. No action has been or will be taken in any
country in which such registration or approval would be required. The issuance
or the subscription of the Bonds may be subject to legal and regulatory
restrictions in certain jurisdictions; none of Neoen and the financial
intermediaries assumes any liability in connection with the breach by any
person of such restrictions.
This press release is an advertisement and not a prospectus within the meaning
of Regulation (EU) 2017/1129 (the "Prospectus Regulation"). This press release
is not an offer to the public other than to qualified investors, an offer to
subscribe or designed to solicit interest for purposes of an offer to the
public other than to qualified investors in any jurisdiction, including France.
The Bonds have been offered by way of a placement in France and outside France
(excluding the United States of America, Australia, Canada and Japan), solely
to qualified investors as defined in article 2 point (e) of the Prospectus
Regulation and pursuant to articles L. 411-1 and L. 411-2 of the French
monetary and financial code (Code monétaire et financier). There will be no
public offering in any country (including France) in connection with the Bonds,
other than to qualified investors. This press release does not constitute a
recommendation concerning the issue of the Bonds. The value of the Bonds and
the shares of Neoen can decrease as well as increase. Potential investors
should consult a professional adviser as to the suitability of the Bonds for
the person concerned.
Prohibition of sales to European Economic Area retail investors
No action has been undertaken or will be undertaken to make available any Bonds
to any retail investor in the European Economic Area. For the purposes of this
(a) the expression "retail investor" means a person who is one (or more) of the
(i) a retail client as defined in point (11) of Article 4(1) of Directive
2014/65/EU (as amended, "MiFID II"); or
(ii) a customer within the meaning of Directive 2016/97/EU, as amended, where
that customer would not qualify as a professional client as defined in
point (10) of Article 4(1) of MiFID II; or
(iii) not a "qualified investor" as defined in the Prospectus Regulation; and
(b) the expression "offer" includes the communication in any form and by any
means of sufficient information on the terms of the offer and the Bonds to be
offered so as to enable an investor to decide to purchase or subscribe the
Consequently no key information document required by Regulation (EU) No
1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the
Bonds or otherwise making them available to retail investors in the EEA has
been prepared and therefore offering or selling the Bonds or otherwise making
them available to any retail investor in the EEA may be unlawful under the
MIFID II product governance / Retail investors, professional investors and ECPs
only target market - Solely for the purposes of each manufacturer's product
approval process, the target market assessment in respect of the Bonds has led
to the conclusion that: (i) the target market for the Bonds is retail
investors, eligible counterparties and professional clients, each as defined in
MiFID II; and (ii) all channels for distribution of the Bonds to retail
investors, eligible counterparties and professional clients are appropriate.
Any person subsequently offering, selling or recommending the Bonds (a
"distributor") should take into consideration the manufacturers' target market
assessment; however, a distributor subject to MiFID II is responsible for
undertaking its own target market assessment in respect of the Bonds (by either
adopting or refining the manufacturers' target market assessment) and
determining appropriate distribution channels. For the avoidance of doubt, even
if the target market includes retail investors, the manufacturers have decided
that the Bonds will be offered, as part of the initial offering, only to
eligible counterparties and professional clients.
The Bonds have not been and will not be offered or sold or cause to be offered
or sold, directly or indirectly, to the public in France other than to
qualified investors. Any offer or sale of the Bonds and distribution of any
offering material relating to the Bonds have been and will be made in France
only to qualified investors (investisseurs qualifiés), as defined in article
2 point (e) of the Prospectus Regulation, and in accordance with, Articles
L.411-1 and L.411-2 of the French monetary and financial code (Code monétaire
This press release is addressed and directed only (i) to persons located
outside the United Kingdom, (ii) to investment professionals as defined in
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order"), (iii) to high net worth
companies, and other persons to whom it may lawfully be communicated, falling
within by Article 49(2) (a) to (d) of the Order (the persons mentioned in
paragraphs (i), (ii) and (iii) all deemed relevant persons (the "Relevant
Persons")). The Bonds and, as the case may be, the shares to be delivered upon
exercise of the conversion rights (the "Financial Instruments"), are intended
only for Relevant Persons and any invitation, offer or agreement related to the
subscription, tender, or acquisition of the Financial Instruments may be
addressed and/or concluded only with Relevant Persons. All persons other than
Relevant Persons must abstain from using or relying on this document and all
information contained therein.
This press release is not a prospectus which has been approved by the Financial
Conduct Authority or any other United Kingdom regulatory authority for the
purposes of Section 85 of the Financial Services and Markets Act 2000.
United States of America
This press release may not be released, published or distributed in or into the
United States. The Bonds and the shares deliverable upon conversion or exchange
of the Bonds described in this press release have not been, and will not be,
registered under the U.S. Securities Act of 1933, as amended (the "Securities
Act"), or the securities laws of any State of the United States, and such
securities may not be offered, sold, pledged or otherwise transferred in the
United States absent registration under the Securities Act or pursuant to an
available exemption from, or in a transaction not subject to, the registration
requirements thereof and applicable state or local securities laws. The
securities of Neoen have not been and will not be registered under the
Securities Act and Neoen does not intend to make a public offer of its
securities in the United States. Terms used in this paragraph have the meanings
given to them by Regulation S under the Securities Act.
Australia, Canada and Japan
The Bonds may not and will not be offered, sold or purchased in Australia,
Canada or Japan. The information contained in this press release does not
constitute an offer of securities for sale in Australia, Canada or Japan.
The distribution of this press release in certain countries may constitute a
breach of applicable law.