NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN THE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, May 27, 2020
Neoen launches the first ever European Green Convertible Bond issue for a
maximal nominal amount of EUR170 million
* With this first ever European green bonds convertible into new shares and/or
exchangeable for existing shares ("OCEANE Verte"), Neoen further reinforces
its commitment to be at the forefront of sustainable finance
* Neoen's green convertible bonds due 2025 will be issued at par for a maximal
nominal amount of EUR170m and will bear interest at a rate ranging from 2.0%
to 2.5% from the Issue Date. The nominal unit value of the Bonds will be
set at a premium of 35% to 40% above Neoen's reference share price
* Proceeds of the Neoen's green convertible bonds will be allocated to finance
or refinance renewable energy production (solar PV, wind power) or storage
activities in consistency with EU taxonomy requirements and with the
Framework released today and available on Neoen website
* Vigeo Eiris has provided an independent opinion ("Second Party Opinion") on
the Neoen Green Bond Framework and confirms its alignment with the Green Bond
Principles 2018 and the EU Green Bond Standards(1)
Neoen (ISIN Code: FR0011675362, Ticker: NEOEN, Vigeo ESG Rating 61/100) (the
"Company"), one of the world's leading and fastest-growing independent
producers of exclusively renewable energy, announces today the launch of the
first ever European senior unsecured OCEANE Verte, (the "Bonds"), being offered
to qualified investors only, in accordance with Article L. 411-2, 1° of the
French monetary and financial code (Code monétaire et financier), for a
maximal nominal amount of EUR170 million (the "Offering").
Proceeds of the Neoen's green convertible bonds will be allocated to finance or
refinance renewable energy production (solar PV, wind power) or storage
activities in consistency with EU taxonomy requirements and with the Framework
released today and available on Neoen website. It will thus contribute to
finance growth towards Neoen's target of having more than 5 GW in capacity in
operation or under construction by the end of 2021, 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: "We are extremely happy to
innovate with the launch of this first ever European green convertible bond
issue. This confirms Neoen's commitment to be at the forefront of sustainable
finance, having made the choice of focusing mainly on mature carbon-free
technologies, with a mission to produce the most competitive renewable
electricity, sustainably and on a large scale. This transaction will contribute
financing our investments in sustainable growth. This issue also provides an
opportunity for investors to participate actively in the global combat against
greenhouse gas emissions and climate change".
Neoen Green Bond Framework
Sustainable development is at the heart of Neoen's activity and an integral
part of its business model. Since 2019, with a view to transparency, the Group
has committed voluntarily to the preparation of a declaration of
extra-financial performance, available in its 2019 Financial report. In that
context, at the same time as the Bond issuance and for transparency purposes,
Neoen released today on its website its Green Bond Framework (the "Framework"),
that was established in accordance with the Green Bond Principles 2018
published by the International Capital Market Association (ICMA) and the main
provisions of the EU Green Bond Standards. The external review of the Framework
by Vigeo Eiris, as Second Party Opinion provider, is available, together with
the Framework, on Neoen's website.
Within the Framework, Neoen lays out, in alignment with the EU Green Bond
(1) As recommended by the TEG (Technical Expert Group on Sustainable Finance
set up by the European Commission)
1. Its sustainable strategy and rationale for issuing a green bond contributing
to climate change mitigation and adaptation objectives of the EU taxonomy.
2. Its green bond committee, composed of members of the executive committee as
well as the head of financing and a representative of the CSR function,
which will be responsible for selecting eligible green projects.
3. The allocation of the proceeds of the Bonds to the financing or refinancing
of renewable energy production (solar PV, wind power) or storage activities
in consistency with EU taxonomy requirements and with the Framework.
4. Its reporting commitments including allocation of the proceeds and impact of
the financed projects.
5. The external reviews of the Framework and reporting.
The Framework aims to formalise the single approach that Neoen will use for any
potential future green bond issuances and the extension of its programme to new
types of eligible projects. Going forward, the Framework may be updated from
time to time.
For all issuances under the Framework, including for the Bonds, Neoen intends
to prepare an allocation report as well as an impact report annually until full
allocation of the proceeds.
Main terms of the Bonds
The Bonds will be issued at par and will bear interest at a rate ranging from
2.0% to 2.5% from the Issue Date, payable semi-annually in arrears on December
2nd and June 2nd of each year (or on the following business day if this date is
not a business day), and for the first time on December 2nd, 2020.
The nominal unit value of the Bonds will be set at a premium of 35% to 40%
above the reference share price which is expected to be set as the clearing
price of the concurrent placement (by way of an accelerated bookbuilding
process, the "Concurrent Accelerated Bookbuilding") of existing shares of the
Company organised by the joint global coordinators, to facilitate hedging for
certain subscribers of the Bonds. The number of shares sold as part of the
Concurrent Accelerated Bookbuilding is estimated to be no more than 900,000
shares. The Company and Impala SAS, which holds 49.96% of the share capital and
voting rights of the Company, have indicated their intention to participate by
placing orders in the Concurrent Accelerated Bookbuilding, each of them
representing approximately 10% of the total size of the placement.(2)
The final terms of the Bonds and the price of the shares sold in the Concurrent
Accelerated Bookbuilding are expected to be announced later today and the
settlement-delivery of the Bonds and of the shares are expected to take place
on June 2nd, 2020 (the "Issue Date").
Unless previously converted, exchanged, redeemed or purchased and cancelled,
the Bonds will be redeemed at par on June 2nd, 2025 (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 June 23rd, 2023 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 volume weighted average price of the Company's shares on the
regulated market of Euronext in Paris ("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.
Upon a Change of Control of the Company, a Free Float Event or a Delisting of
the shares of the Company (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 date.
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.
(2) Such orders will be placed "at price" subject to, as regards the Company, a
maximum price equal to the close price of the shares on Euronext Paris as of
May 27th, 2020 in accordance with rules applicable to share buy backs.
Application will be made for the listing of the Bonds on Euronext AccessTM 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 agree respectively
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 Joint Global Coordinators.
For illustrative purposes, based on a EUR170m Offering, a 34.65 reference share
price(3) and a 37.5% conversion premium corresponding to the mid-range of
conversion/exchange premium, the potential dilution would represent
approximately 4.2% of the outstanding share capital, should the Company decide
to exclusively deliver new shares upon full conversion of the Bonds.
Legal framework of the Offering and placement
The Offering of the Bonds will be conducted solely 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 1° of the French monetary
and financial code (Code monétaire et financier), as per the 19th resolution
approved by the Company's extraordinary general meetings held on May 26th,
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.
Neoen's Framework and the Second Party Opinion are available online at:
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 universal registration
document (document d'enregistrement universel) filed with the AMF on April
28th, 2020 under number D.20-0386 which is available, together with all the
press releases and other regulated information about the Company, on Neoen's
website (www.neoen.com). The description of the share buyback program of the
Company implemented pursuant to the sixteenth resolution adopted by the general
meeting held on May 26th, 2020 is available on the Company's website at the
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 leading and fastest growing independent producers
of exclusively renewable energy. With a capacity of more than 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, Portugal,
Ireland, Zambia, Jamaica and Mozambique. In particular, Neoen operates France's
most powerful solar PV farm (300 MWp) in Cestas, and the world's largest
lithium-ion power reserve (150 MW/193.5 MWh storage capacity) in Hornsdale,
Australia. Neoen is targeting at least 5 GW capacity in operation or under
construction by end of 2021. Neoen (ISIN Code: FR0011675362, ticker: NEOEN) is
listed in Compartment A of the regulated market of Euronext Paris.
(3) i.e. Neoen's share price on Euronext Paris, at close of trading on May
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
The Bonds will be offered only by way of an offering 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 in accordance with 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 and United Kingdom retail
No action has been undertaken or will be undertaken to make available any Bonds
to any retail investor in the European Economic Area and in the United Kingdom.
For the purposes of this provision:
(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 (EU) 2016/97, 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 Bonds.
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 European
Economic Area or in the United Kingdom has been prepared and therefore offering
or selling the Bonds or otherwise making them available to any retail investor
in the European Economic Area or in the United Kingdom may be unlawful under
the PRIIPS Regulation.
MIFID II product governance / Retail investors (France only), 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 French retail investors, eligible counterparties and professional
clients, each as defined in MiFID II; and (ii) all channels for distribution of
the Bonds to French 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 French 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 et
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.