Not to be published, distributed or circulated directly or indirectly in the
United States, Australia, Canada or Japan.
This press release is for information purposes only and does not constitute an
offer to sell or a solicitation of an offer to buy any securities in any
Paris, 16 March 2021
Neoen announces the launch of a c. EUR600 million rights issue to finance its
Key terms and rationale of the transaction
* Subscription price: 28 euros per share
* Subscription ratio: 1 new share for 4 existing shares
* Trading period for preferential subscription rights: from 17 March 2021 to 29
March 2021 inclusive
* Subscription period: from 19 March 2021 to 31 March 2021 inclusive
* The historic shareholders of Neoen, Impala and Bpifrance, have committed to
exercise at least two-thirds of their preferential subscription rights; the
FSP, Noeen's second largest shareholder, has committed to exercise at least
85% of its rights
Neoen (the "Company") announces the launch today of a capital increase with
preferential subscription rights in an amount of a c. EUR600 million (the
The Capital Increase will provide Neoen with supplemental resources to fund its
investment program of EUR5.3 billion over the 2021-2025 period, in order to
meet its target of over 10 GW of capacity in operation or under construction by
2025, as presented during Neoen's Capital Markets Day on 11 March 2021. The net
proceeds from the issuance of the New Shares will be used for the funding of
its future assets as part of a first investment cycle due to last at least
until end of 2022.
Xavier Barbaro, Neoen's Chairman and CEO, commented: "A few days after
unveiling our ambitions for the coming years, we are announcing today the
launch of a capital increase of circa 600 million euros, which is the first
milestone of the financing of our 2021-2025 investment plan. We are pleased to
offer all of our current shareholders the opportunity to take part in this
transaction, and we are proud to see our main shareholders, first and foremost
Impala, once again investing with conviction in our company: it underscores
their confidence in the value creation potential of Neoen. We have had a strong
public markets track-record since the 2018 IPO. We are delighted to write this
new page in our history as a pure player in renewable energy, a story of robust
operational growth, strong financial discipline, innovation capacity and CSR
Main terms of the Capital Increase
The Capital Increase will be completed with preservation of the shareholders'
preferential subscription rights ("PSR"), pursuant to the 17th resolution of
the combined general meeting of 26 May 2020, and will result in the issue of
21,393,678 new shares (the "New Shares"), at a subscription price of 28 euros
(i.e. 42,787,356 euros in nominal value and 556,235,628 euros in issue
premium), to be fully paid upon subscription by payment in cash, representing
gross proceeds, including the issue premium, of up to 599,022,984 euros (which
may be increased to a gross amount, including the issue premium, of 599,542,132
euros, by issuance of 21,412,219 New Shares in the event of exercise of all
currently-exercisable share subscription options of the Company(1)).
On 16 March 2021, each of the Company's shareholders will receive one (1) PSR
per share electronically recorded at the end of the accounting day on 16 March
2021. Four (4) PSRs will entitle their holders to subscribe for one (1) New
Share on an irreducible basis (à titre irréductible).
Subscriptions on a reducible basis (à titre réductible) will be accepted. Any
New Shares not covered by subscriptions on an irreducible basis (à titre
irréductible) will be divided up and allocated to subscribers having submitted
additional subscription orders on a reducible basis (à titre réductible) but
are subject to reduction in the event of oversubscription.
On the basis of the closing price of the Neoen share on the regulated market of
Euronext Paris on 12 March 2021, i.e. 44.50 euros, the theoretical value of one
(1) PSR is 3.30 euros and the theoretical value of the share ex-rights is 41.20
The issue price represents a discount of 30.2% to the theoretical value of the
Neoen share ex-rights, based on the volume-weighted average share price as of
15 March 2021 and a 32.0% discount to the share price at the close of trading
as of 12 March 2021
These values do not necessarily reflect the value of the PSRs during their
trading period, the value of the Neoen share ex-rights or the discounts, as
determined in the market.
The Capital Increase with shareholders' preferential subscription rights will
be open to the public in France only.
Indicative timetable for the Capital Increase
The subscription period for the New Shares will be open from 19 March 2021
until the close of trading on 31 March 2021. The PSRs will be detached and
tradeable from 17 March 2021 until 29 March 2021 on the regulated market of
Euronext Paris under the ISIN code FR0014002DH9. Unexercised PSRs will
automatically lapse at the end of the subscription period, i.e. 31 March 2021
at the close of trading.
The issue, settlement-delivery and admission of the New Shares to trading on
the regulated market of Euronext Paris are expected to take place on 9 April
2021. New Shares will immediately entitle their holders to receive dividends
declared by Neoen as from the date of issuance. They will be immediately
fungible with existing shares of the Company and will be traded on the same
line under the ISIN code FR0011675362.
Undertakings and subscription commitments of key Neoen's shareholders
As of the date of the prospectus related to the Capital Increase, Neoen has
received undertakings and subscription commitments from the following
(1) The right to exercise the share subscription options corresponding to
option plans for which the exercise period is underway will be suspended as of
March 24th, 2021 at 5:00 pm (Paris time) for a maximum period of three months.
Impala has committed to subscribe on an irreducible basis through the exercise
of at least two thirds of its Preferential Subscription Rights (representing a
minimum amount of circa EUR199 million).
FSP and Bpifrance have committed to subscribe on an irreducible basis through
the exercise of at least 85% and two thirds, respectively, of their
Preferential Subscription Rights (representing minimum subscription amounts of
c. EUR 34 million and c. EUR20 million, respectively).
The aforementioned shareholders intend to sell (by any means, including through
block trades or accelerated bookbuilt transactions) preferential subscription
Carthusiane - Xavier Barbaro
Carthusiane, the long-term investment vehicle held by Xavier Barbaro and family
members, intends to exercise all of its preferential subscription rights in
order to maintain a significant long-term stake in Neoen.
Xavier Barbaro and his wife also hold shares in Neoen directly (in a lower
amount to the Carthusiane shareholding) and have informed the Company of their
intention to take part in the Capital Increase, directly or indirectly. To this
end, they will sell shares in order to finance the exercise of all or part of
their preferential subscription rights in an overall transaction that will
likely entail a net investment by them.
Lock-up commitment of the Company
From the date of approval by the Autorité des marchés financiers ("AMF") of
the prospectus relating to the Capital Increase and for a period expiring 120
calendar days following the settlement-delivery date of the New Shares, subject
to certain usual exceptions.
Lock-up commitments from Impala, FSP and Bpifrance
From the date of approval by the Autorité des marchés financiers ("AMF") of
the prospectus relating to the Capital Increase and for a period expiring 90
calendar days following the settlement-delivery date of the New Shares, subject
to certain usual exceptions.
For illustrative purposes only, a shareholder holding 1% of the Company's share
capital as of 15 March 2021, and who does not participate in the rights issue,
would hold 0.80% following the rights issue.
The rights issue is being underwritten pursuant to an underwriting agreement
entered into on 15 March 2021 with a syndicate of banks including Goldman Sachs
Bank Europe SE, J.P. Morgan AG and Société Générale acting as Joint Global
Coordinators, Lead Managers and Joint Bookrunners, and BNP Paribas, Citi and
Natixis acting as Joint Bookrunners. This underwriting agreement does not
constitute an irrevocable guarantee (garantie de bonne fin) within the meaning
of Article L. 225-145 of the French Commercial Code.
Availability of the Prospectus
The prospectus (the "Prospectus") including (i) the universal registration
document (document d'enregistrement universel) of Neoen filed with the AMF on
28 April 2020 under number D.20-0386, (ii) a first amendment to the universal
registration document filed with the AMF on 15 March 2021 under number
D.20-0386-A01 and (iii) a securities note (note d'opération) (including the
summary of the prospectus) which was filed with the AMF and received approval
under number 21-067 dated 15 March 2021 is available on the website of the AMF
(www.amf-france.org) and the company (www.neoen.com). Copies of the Prospectus
are available free of charge at the Company's registered office (6 rue Ménars,
75002, Paris, France).
Investors' attention is drawn to the risk factors included in chapter 3 "Risk
Factors" of the universal registration document, in section 3 "Facteurs et
gestion des risques" of the amendment to the universal registration document
and in chapter 2 "Facteurs de risques" of the securities note (note
Neoen is one of the world's leading and fastest growing independent producers
of exclusively renewable energy. With a capacity of more than 4.1 GW in
operation or under construction, Neoen is a high-growth company. Neoen is
notably active in Argentina, Australia, El Salvador, Finland, France, Ireland,
Jamaica, Mexico, Mozambique, Portugal, Sweden and Zambia. In particular, Neoen
operates France's most powerful solar farm (300 MWp) in Cestas, and the world's
first big battery (150 MW / 193.5 MWh storage capacity) in Hornsdale,
Australia. Neoen is targeting at least 10 GW capacity in operation or under
construction by end of 2025. Neoen (ISIN Code: FR0011675362, ticker: NEOEN) is
listed in Compartment A of the regulated market of Euronext Paris.
For more information: www.neoen.com
This press release includes "forward-looking statements". All statements other
than statements of historical facts included in this press release, including,
without limitation, those regarding Neoen's financial position, business
strategy, plans and objectives of management for future operations, are
forward-looking statements. Such forward-looking statements involve known and
unknown risks, uncertainties and other factors, which may cause the actual
results, performance or achievements of Neoen, or industry results, to be
materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Such forward-looking
statements are based on numerous assumptions regarding Neoen's present and
future business strategies and the environment in which Neoen will operate in
the future. Additional factors could cause actual results, performance or
achievements to differ materially.
The contents of this press release have been prepared by and are the sole
responsibility of Neoen.
This press release does not constitute an offer to sell nor a solicitation of
an offer to buy, nor shall there be any sale of ordinary shares in any state or
jurisdiction in which such an offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such
state or jurisdiction.
The distribution of this document may, in certain jurisdictions, be restricted
by local legislations. Persons into whose possession this document comes are
required to inform themselves about and to observe any such potential local
This press release is an advertisement and not a prospectus within the meaning
of Regulation (EU) 2017/1129 of the European Parliament and of the Council of
June 14, 2017 (as amended the "Prospectus Regulation"). Potential investors are
advised to read the prospectus before making an investment decision in order to
fully understand the potential risks and rewards associated with the decision
to invest in the securities. The approval of the prospectus by the AMF should
not be understood as an endorsement of the securities offered or admitted to
trading on a regulated market.
With respect to the member states of the European Economic Area (other than
France) (each a "Relevant State"), no action has been undertaken or will be
undertaken to make an offer to the public of the securities referred to herein
requiring a publication of a prospectus in any Relevant State. As a result, the
securities may not and will not be offered in any Relevant State except in
accordance with the exemptions set forth in Article 1 (4) of the Prospectus
Regulation or under any other circumstances which do not require the
publication by Neoen of a prospectus pursuant to Article 3 of the Prospectus
Regulation and/or to applicable regulations of that Relevant State.
The distribution of this press release has not been made, and has not been
approved, by an "authorised person" within the meaning of Article 21(1) of the
Financial Services and Markets Act 2000. As a consequence, this press release
is only being distributed to, and is only directed at, persons in the United
Kingdom that (i) are "investment professionals" falling within Article 19(5) of
the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005
(as amended, the "Order"), (ii) are persons falling within Article 49(2)(a) to
(d) ("high net worth companies, unincorporated associations, etc.") of the
Order, or (iii) are persons to whom an invitation or inducement to engage in
investment activity (within the meaning of Article 21 of the Financial Services
and Markets Act 2000) in connection with the issue or sale of any securities
may otherwise lawfully be communicated or caused to be communicated (all such
persons together being referred to as "Relevant Persons"). Any investment or
investment activity to which this document relates is available only to
Relevant Persons and will be engaged in only with Relevant Persons. Any person
who is not a Relevant Person should not act or rely on this document or any of
its contents. With respect to the United Kingdom, securities may not be offered
or sold absent the publication of a prospectus in the United Kingdom or an
exemption from such publication under the Regulation (EU) 2017/1129 as amended,
as it forms part of domestic law by virtue of the European Union (Withdrawal)
Act 2018 (the "UK Prospectus Regulation"). As a consequence, this document is
directed only at persons who are "qualified investors" as defined in point (e)
of Article 2 of the UK Prospectus Regulation.
This press release may not be published, distributed or transmitted in the
United States (including its territories and dependencies).
This press release does not constitute or form part of any offer of securities
for sale or any solicitation to purchase or to subscribe for securities or any
solicitation of sale of securities in the United States. The securities
referred to herein have not been and will not be registered under the U.S.
Securities Act of 1933, as amended (the "Securities Act") or the law of any
State or other jurisdiction of the United States, and may not be offered or
sold in the United States absent registration under the Securities Act or
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act. Neoen does not intend to
register all or any portion of the Securities in the United States under the
Securities Act or to conduct a public offering of securities in the United
This announcement may not be published, forwarded or distributed, directly or
indirectly, in the United States of America, Australia, Canada or Japan.
Neoen, as well as Goldman Sachs Bank Europe SE, J.P. Morgan AG, Société
Générale, BNP Paribas, Citi and Natixis (together, the "Underwriters") and
any of their respective affiliates expressly disclaim any obligation or
undertaking to update or revise any forward-looking statements contained in
this press release, whether as a result of new information, future developments
The Underwriters are acting exclusively for Neoen and no one else in connection
with the offer of new shares and will not regard any other person as their
respective clients and will not be responsible to anyone other than Neoen for
providing the protections afforded to their respective clients in connection
with any offer of new shares of Neoen or otherwise, nor for providing any
advice in relation to the offer of new shares, the content of this press
release or any transaction, arrangement or other matter referred to herein.
In connection with the offering of ordinary shares of Neoen, the Underwriters
and any of their affiliates may take up a portion of the ordinary shares as a
principal position and in that capacity may retain, purchase, sell, offer to
sell for their own accounts such shares and other securities of the Neoen or
related investments in connection with the offer of ordinary shares of Neoen or
otherwise. Accordingly, references in the Prospectus to the new ordinary shares
being issued, offered, subscribed, acquired, placed or otherwise dealt in
should be read as including any issue or offer to, or subscription,
acquisition, placing or dealing by the Underwriters and any of their affiliates
acting in such capacity. In addition, the Underwriters and any of their
affiliates may enter into financing arrangements (including swaps, warrants or
contracts for differences) with investors in connection with which they may
from time to time acquire, hold or dispose of shares. The Underwriters do not
intend to disclose the extent of any such investment or transactions otherwise
than in accordance with any legal or regulatory obligations to do so.
None of the Underwriters or any of their respective directors, officers,
employees, advisers or agents accepts any responsibility or liability
whatsoever for or makes any representation or warranty, express or implied, as
to the truth, accuracy or completeness of the information in this press release
(or whether any information has been omitted from this press release) or any
other information relating to Neoen, its subsidiaries or associated companies,
whether written, oral or in a visual or electronic form, and howsoever
transmitted or made available or for any loss howsoever arising from any use of
this announcement or its contents or otherwise arising in connection