Share Issue/Capital Change • Apr 7, 2021
Share Issue/Capital Change
Open in ViewerOpens in native device viewer
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 jurisdiction.
Neoen (the "Company") announces today the successful completion of its c. €600 million rights issue with shareholders' preferential subscription rights (the "Capital Increase"), setting an important milestone for the realization of its development plan.
Xavier Barbaro, Neoen's Chairman and CEO, commented: "We are proud of the success of this transaction, marked both by the support of our historical shareholders, in particular Impala, FSP and Bpifrance, and by the arrival of new shareholders in our share capital. We thank all of these investors for their trust, and we are delighted to write with them a new chapter in our story: this capital increase enables us to finance the first cycle of our investment plan, and brings us closer to our target of 10 GW by 2025. We are thus taking a new decisive step and strengthening our position as a major player in renewable energies, one of the most dynamic in the world, recognized for its strong growth, its financial discipline, its innovation capabilities as well as its environmental and social exemplarity."
The Capital Increase provides Neoen with supplemental resources to fund its investment program of €5.3 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 its 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 projects as part of a first investment cycle due to last at least until end of 2022.
The gross proceeds of the Capital Increase (including the issue premium) amount to €600 million and result in 21,393,678 new shares being issued with a nominal value of €2 (the "New Shares") at a subscription price of €28 per New Share.
1 Impala and Carthusiane, acting in concert, hold together with Mr. Xavier Barbaro and his family 48.16% of Neoen's share capital. Carthusiane is a long-term investment vehicle controlled by Mr. Xavier Barbaro and his family
2 Including the participation of Blackrock
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 jurisdiction.
Following the subscription period, which ended on 31 March 2021, total demand amounted to more than €1,046 million. The transaction has been largely oversubscribed with a subscription rate of approximately 174.6%:
The subscription commitments undertaken by Impala, FSP and Bpifrance represented, at the launch date of the Capital Increase, a minimum amount of approximately €253 million, representing approximately 42.2% of the Capital Increase.
Impala exercised 28,424,156 preferential subscription rights leading to a subscription of 7,106,039 New Shares on an irreducible basis and 53,981 New Shares on a reducible basis, representing an aggregate subscription in an amount of approximately €200.5 million.
FSP exercised 5,000,000 preferential subscription rights and subscribed to 1,250,000 New Shares for an amount of €35 million.
Bpifrance exercised 2,866,348 preferential subscription rights and subscribed to 716,587 New Shares for an amount of approximately €20 million.
Carthusiane, the long-term investment vehicle held by Xavier Barbaro and his family, exercised 720,000 preferential subscription rights and subscribed to 180,000 New Shares for an amount of approximately €5 million.
Following the Capital Increase, Neoen's share capital will amount to €213,936,780 divided into 106,968,390 shares with a nominal value of €2 each. It will break down as follows:
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 jurisdiction.
| Shareholders | Number of ordinary shares |
% share capital |
Number of voting rights |
% voting rights |
|---|---|---|---|---|
| Impala SAS | 49,796,256 | 46.55% | 49,796,256 | 46.55% |
| Carthusiane SAS | 901,366 | 0.84% | 901,366 | 0.84% |
| Mr. Xavier Barbaro and members of his family |
819,991 | 0.77% | 819,991 | 0.77% |
| Total acting in concert | 51,517,613 | 48.16% | 51,517,613 | 48.16% |
| Fonds Stratégique de Participation (FSP) |
6,950,000 | 6.50% | 6,950,000 | 6.50% |
| Fonds FPCI ETI 2020 | 5,016,112 | 4.69% | 5,016,112 | 4.69% |
| Float(1) | 43,484,665 | 40.65% | 43,484,665 | 40.65% |
| TOTAL | 106,968,390 | 100% | 106,968,390 | 100% |
(1) Including the participation of Blackrock that, to the knowledge of the Company, held 4,983,929 shares on 17 March 2021. At this stage, the Company is not aware of its participation following the Capital Increase.
From the date of approval by the Autorité des marchés financiers ("AMF") of the Prospectus relating to the Capital Increase, i.e. 15 March 2021, and for a period expiring 120 calendar days following the settlementdelivery date of the New Shares, subject to certain usual exceptions.
From the date of approval by the AMF of the Prospectus relating to the Capital Increase, i.e. 15 March 2021, and for a period expiring 90 calendar days following the settlement-delivery date of the New Shares, subject to certain usual exceptions.
The issue, settlement-delivery and admission of the New Shares to trading on the regulated market of Euronext Paris will 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.
The Capital Increase was conducted by 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.
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
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 jurisdiction.
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 21-067dated 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).
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, and there has not been 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 restrictions.
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.
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 jurisdiction.
With respect to the member states of the European Economic Area (other than France) (each a "Relevant State"), no action has been 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 have 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 has been 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 States.
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 or otherwise.
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.
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 jurisdiction.
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 therewith.
Delphine Deshayes Isabelle Laurent Fabrice Baron +33 6 69 19 89 92 +33 1 53 32 61 51 +33 1 53 32 61 27 [email protected] [email protected] [email protected]
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.