DGAP-Ad-hoc: Pacifico Renewables Yield AG / Key word(s): Investment/Strategic Company Decision
Pacifico Renewables Yield AG and clearvise enter into memorandum of understanding; Pacifico acquires 21.9%-stake in clearvise through contribution in kind
Gruenwald (13 July 2022/23:00) – Pacifico Renewables Yield AG (the “Company”, ISIN: DE000A2YN371, Duesseldorf Stock Exchange: PRY) has today entered into a non-binding memorandum of understanding ("MoU") with clearvise AG, Wiesbaden, ("clearvise") regarding the acquisition of a first stake of the Company in clearvise and the subsequent increase of this shareholding via a contribution in kind of the Company’s existing portfolio of solar and wind parks into clearvise against additional shares and cash in a second step.
Within the scope of the MoU, the Executive Board of the Company today resolved, with the consent of the Supervisory Board, to acquire an initial total stake of approximately 21.9% in clearvise from its anchor shareholder, Pelion Green Future Alpha GmbH ("Pelion"), and to implement a contribution in kind for this purpose, making partial use of the authorised capital and excluding shareholders' subscription rights at an exchange ratio based on volume-weighted average prices of 13.56 clearvise shares per share in the Company. A fairness opinion of a Big Four accounting firm has confirmed the financial appropriateness of the exchange ratio (within the meaning of IDW S 8). As a result of the contribution of the clearvise shares, the Company will become the largest shareholder of clearvise. The Company may agree with individual institutional investors holding shares in both companies that they contribute their clearvise shares against shares in the Company on the same terms as Pelion; a public takeover offer to all shareholders of clearvise will not be made and is not planned in the future. Taking into account the possible agreements with further institutional shareholders, the share capital of the Company will be increased from € 3,721,042.00 by up to 1,430,000.00 € to up to 5,151,042.00 € by issuing up to 1,430,000 new no-par value bearer shares against contribution of the clearvise shares.
Subject to the conclusion of a binding agreement, further market development and the approval of their competent committees (including the general meetings of both companies), the parties to the MoU aim in a second step to contribute the Company's existing wind and solar portfolio to clearvise in exchange for new clearvise shares to be created and a cash component to be paid to the Company. Subsequently, the Company is intended to be the largest shareholder in clearvise, holding approximately 40% in the long term; the acquisition of a majority stake or a change in clearvise's existing open market listing is not intended. However, the MoU provides for an appropriate representation of the Company in the Supervisory Board of clearvise.
The transaction is part of an intended strategic development of the Company's business model. Through this, it is intended to develop into a company that benefits from the broad opportunities of the energy transition beyond the direct generation of electricity: (i) As a first initiative, the Company and clearvise shall join forces, the acquisition of stake in clearvise from Pelion being the first step of this initiative. Upon completion of this initiative, the Company aims to hold significant and controlling stakes in operational energy generation assets in the utility-scale onshore wind and solar PV sectors in Europe only indirectly as part of its business model through its financial interest in clearvise. (ii) Going forward, the Company intends to focus on other areas of the energy transition, such as battery storage facilities. (iii) As a third initiative, the Company is exploring offering customised solutions for institutional investors in the future in order to channel more institutional capital into the energy transition.
This announcement may not be published, distributed or transmitted, directly or indirectly, in the United States of America (including its territories and possessions), Canada, Japan or Australia or any other jurisdiction where such announcement could be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons who are in possession of this document or other information referred to herein should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement does not constitute an offer of, or a solicitation of an offer to purchase, securities of Pacifico Renewables Yield AG or of any of its subsidiaries.
This announcement may contain certain forward-looking statements, estimates, opinions, and forecasts concerning the future business situation, earnings situation, and results of Pacifico Renewables Yield AG (“forward-looking statements”). Forward-looking statements can be identified by words such as "believe", "estimate", "anticipate", "expect", "intend", "will", or "should" and their negation and similar variations or comparable terminology. Forward-looking statements include all matters that are not historical facts. Forward-looking statements are based on the current opinions, forecasts and assumptions of the management board of Pacifico Renewables Yield AG and involve significant known and unknown risks and uncertainties, therefore actual results, performance and events may differ materially from those expressed or implied by forward-looking statements. Forward-looking statements contained herein should not be construed as guarantees of future performance or results and are not necessarily reliable indicators of whether or not such results will be achieved. The forward-looking statements contained in this release are only valid on the date of this publication. Pacifico Renewables Yield AG will not update the information, forward-looking statements or conclusions contained in this release in light of subsequent events or circumstances, nor will it reflect subsequent events or circumstances or correct inaccuracies that arise after the date of this release as a result of new information, future developments or otherwise, and the company does not assume any obligation to do so. The company does not assume any responsibility whatsoever that the forward-looking statements or assumptions contained herein will occur.
13-Jul-2022 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
|Company:||Pacifico Renewables Yield AG|
|Bavariafilmplatz 7, Gebäude 49|
|Listed:||Regulated Unofficial Market in Berlin, Dusseldorf, Frankfurt, Munich, Stuttgart, Tradegate Exchange|
|EQS News ID:||1397591|
|End of Announcement||DGAP News Service|
1397591 13-Jul-2022 CET/CEST