Corre Energy B.V.

Prospectus • Sep 6, 2021

National Storage Mechanism | Additional information

RNS Number : 7615K

Corre Energy B.V.

06 September 2021

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

This announcement is an advertisement and not a prospectus or admission document (or equivalent). Investors should not purchase or subscribe for any transferable securities referred to in this announcement except on the basis of information in the admission document (the "Admission Document") that may be published by Corre Energy B.V in due course in connection with the possible admission of its ordinary shares of €0.0045 each (the "Ordinary Shares") to trading on Euronext Growth, a market operated by The Irish Stock Exchange plc, trading as Euronext Dublin ("Euronext Dublin"). Neither this announcement nor any part of it shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever. A copy of any Admission Document published by the Company will, if published, be available on the Company's website at https://corre.energy/ subject to certain access restrictions.

6 September 2021

CORRE ENERGY B.V

Announcement of Intention to Float on Euronext Growth

Corre Energy B.V. ("Corre Energy" or the "Company" and together with its subsidiary undertakings, the "Group"), today announces its intention to (i) raise €10 million by placing new Ordinary Shares (the "Placing") and (ii) seek admission of all of its Ordinary Shares to trading on the Euronext Growth market of Euronext Dublin ("Admission").

Headquartered in the Netherlands, Corre Energy is focused on the development, construction and future operation of grid-scale underground renewable energy storage facilities, as well as the production and sale of green hydrogen.

Corre Energy Highlights

·   Green Energy: Corre Energy is focused on the development, construction and future operation of long duration grid scale renewable energy storage solutions to be complemented by the production and sale of green hydrogen, all of which play a key role in the decarbonisation and deployment of renewable energy sources.

·    Exclusive Rights: Corre Energy has exclusive rights to a portfolio of salt caverns for underground energy storage in Europe and is working with tier-1 project partners.

·     Proven Technology: Compressed Air Energy Storage (CAES) is an energy storage technology that involves using electricity from renewable sources to compress air in underground storage caverns which can be released at a later time to generate electricity.

·     Public Policy Alignment and Project Status: Energy transition is a priority of the European Union (EU) with aims to achieve 70% of electricity generation in Europe from renewable sources by 2030. Corre Energy's storage projects are identified as a key priority for future interconnection of EU energy system infrastructure and its pilot project ("ZW1"), located in the Netherlands, has attained Project of Common Interest (PCI) status.

·   Supports Energy Resilience: Among the key issues to be resolved with renewable energy sources is intermittency (no energy produced when the wind does not blow or the sun does not shine) or curtailment (too much renewable energy produced in stormy situations, or at the wrong time of day, which the grid cannot handle).

To resolve these issues, renewable energy needs to be stored during times of excess supply (attracting low prices) so that it can be supplied in times of scarcity/high demand (attracting high prices). 108 gigawatt ("GW") of electricity storage is required to meet EU decarbonisation targets by 2030.

·   Enabling Renewable Energy: Corre Energy, which is currently in development phase, will use renewable electricity to store compressed air in underground salt caverns, which can subsequently be combined with green hydrogen stored in co-located caverns to fuel the generation of electricity. When renewable electricity supply is high resulting in low prices, Corre Energy will compress air into storage caverns and conversely when renewable electricity supplies are low and prices are high, Corre Energy will generate green electricity from CAES. Additionally, Corre Energy will generate revenue from the sale of electricity market balancing services and will sell surplus green hydrogen production to industry.

·    Dutch ("ZW1") Project via Development Partnership: ZW1, the Group's first project is being developed in partnership with Infracapital (part of M&G Group plc). ZW1 is a large-scale renewable electricity storage facility. It will have a generation capacity of 320 megawatt ("MW") and a daily storage/delivery capacity of approximately 3-4 gigawatt-hours ("GWh"). Having already secured grid capacity and commenced permitting this project is expected to come on-stream in 2025/2026, with an expected annual EBITDA of circa €80m by 2030. Typical useful life of the project is targeted at 35 years.

Under the partnership, it is intended that Infracapital will fund, subject to the achievement of certain milestones, part of the development and capital expenditure in return for an ownership interest in the project. Corre Energy will retain a significant minority equity interest in this project.

·   Project Portfolio: The Group's second project, in Denmark ("DK1"), is also a 320MW facility with fully integrated green hydrogen capability. Corre Energy currently owns 100% of the DK1 CAES plant as well as part ownership of the electrolyser plant in this project.

The Group also has a pipeline of EU designated projects across the Netherlands, Germany and Denmark. 

·     EIB-backed Strategic Partner: Corre Energy has recently secured equity-linked funding of up to €20m from an EIB-backed Italian infrastructure fund managed by Fondo Italiano per l'Efficienza Energetica (FIEE), on achievement of certain milestones. An initial investment of €3 million has already been received by Corre Energy. This investment follows extensive technical and commercial due diligence in respect of the Group and FIEE is now an important strategic and proactive partner.

·      Diverse Revenue Streams: Corre Energy will generate income from a number of sources, including:

o  The sale of electricity under long-term offtake contracts;

o  The provision of balancing services to the relevant network operator;

o  The sale of excess production of green hydrogen to wholesale and industrial markets;

o  The periodic opportunity to realise value from the potential sell-down of selected assets;

o  Securing further EU Grants; and

o  Various liquidity points under the agreements with Infracapital.

·      Experienced Management: Corre Energy benefits from a highly qualified management team with decades of combined renewable energy industry experience and who are innovators of CAES as a solution to intermittent renewables.

(1)    Source: European Commission: Study on energy storage -Contribution to the security of the electricity supply in Europe, March 2020.

Keith McGrane, CEO of Corre Energy said:

"Corre Energy's activities will enable it to be a critical enabler in the decarbonisation of power generation by facilitating industry-scale storage of renewable energy alongside the production and sale of green hydrogen. Two of the Group's large scale projects are at an advanced stage of development and we have an attractive pipeline of EU designated projects across Northern Europe that will provide long duration energy balancing solutions and increased use of renewables. We are delighted to be seeking a listing on Euronext Dublin, providing investors the opportunity to participate in this exciting development."  

Offering Highlights

Should Corre Energy proceed with the Placing and Admission (together the "Offering"), it is expected to have the following features:

·    Intention to admit all of the Company's Ordinary Shares to Euronext Growth, a market operated by Euronext Dublin.

·    Intention to place new Ordinary Shares to be issued by the Company with institutional and other investors to raise gross proceeds of €10 million.

·      Intention to use the proceeds from the Placing as well as the FIEE investment to continue the development of ZW1 to financial close, to continue the development of DK1 to commercial close, to accelerate the development of an existing project pipeline of 11 EU designated projects across the Netherlands, Germany and Denmark and for general corporate purposes.

·      The Placing will consist solely of private placements of Ordinary Shares to institutional investors and certain qualified investors in Ireland and the United Kingdom and an offer of Ordinary Shares to a limited number of retail investors in Ireland and the United Kingdom. Ordinary Shares are offered outside the United States in reliance on Regulation S under the U.S. Securities Act of 1933, as amended ("Securities Act") and in accordance with locally applicable laws and regulations, and in the United States only to qualified institutional buyers ("QIBs") as defined in rule 144A under the Securities Act.

·   All of the existing shareholders will agree to customary lock-up arrangements in respect of their Ordinary Shares for 12 months following Admission.

·      Corre Energy has engaged Davy as Sole Bookrunner, Broker and Euronext Growth Advisor

Should Corre Energy proceed with the Offering, full details will be included in the Admission Document, which is expected to be published in due course, with Admission expected to become effective and dealings in the Ordinary Shares to commence on 23 September 2021. A copy of the Admission Document will also be available on Corre Energy's website at https://corre.energy/ subject to certain access restrictions.

Background to the Company

Established in 2018 Corre Energy is focused on the development, construction and operation of grid-scale underground renewable energy storage facilities, as well as the production and sale of green hydrogen.  Headquartered in the Netherlands, the Group secured EU PCI status (Project of Common Interest) for its debut project in the Netherlands in 2018 and in 2019 it secured exclusive rights to a portfolio of salt caverns for underground energy storage across Northern Europe.   Working with tier-1 project partners, two of the Group's large scale projects (located in the Netherlands and Denmark) are at an advanced stage of development.  Corre Energy is led by a highly experienced management team with decades of experience across renewables, finance and infrastructure.

Enquiries:

Corre Energy                                                                                    Keith McGrane CEO Patrick McClughan CCO Nick Gilman CFO	(via Murray Group)
Davy (Sole Bookrunner, Broker and Euronext Growth Adviser) Barry Dixon John Frain Aoife Foley	+353 (0) 1 679 6363 +353 (0) 1 614 8922 +353 (0) 1 614 8761 +353 (0) 1 614 2873

Murray Group (Public Relations):

Pat Walsh                                                                                             +353 (0)87 226 9345

Doug Keatinge                                                                                      +353 (0)86 037 4163                                                                                         

IMPORTANT NOTICES

This announcement is an advertisement and not a prospectus or admission document and investors should not purchase or subscribe for any securities referred to in this announcement except on the basis of information in the Admission Document to be published by the Company in due course in connection with the Offering.

The distribution or publication of this announcement, any related documents, and other information in connection with the Offering may be restricted by law in certain jurisdictions and persons who gain possession of this announcement or any document or other information referred to herein are required to inform themselves about, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. No action has been taken to permit possession or distribution or publication of this announcement, other than in Ireland and the United Kingdom.

Neither this announcement nor any copy of it and the other documents or other information relating to the Offering may be taken or transmitted into the United States, Australia, Canada or Japan or the Republic of South Africa or any other jurisdiction where it would be unlawful to do so or to a resident, national or citizen of the United States, Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction where it would be unlawful to do so. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This announcement is not an offer of securities for sale into 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, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.

This announcement does not constitute, or form part of, and should not be construed as, an offer for sale or subscription or solicitation of or invitation to make any offer to buy or subscribe for any securities. Neither this announcement nor any part of it shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever. The information in this announcement is for background purposes only and does not purport to be full or complete. No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information in this announcement is subject to change. In particular the proposals referenced herein are tentative and are subject to verification, updating, revision and amendment.

None of the Ordinary Shares nor any other securities of the Company have been and will not be registered under the applicable securities law of the United States, Australia, Canada, Japan or the Republic of South Africa. The Ordinary Shares, subject to certain exceptions, may not be offered or sold, directly or indirectly, in or into Australia, Canada, Japan or the Republic of South Africa or to or for the account or benefit, of, any national resident or citizen of such countries. There will be no public offering of the Ordinary Shares in any jurisdiction including Ireland, the United Kingdom, the Netherlands, the United States, Australia, Canada, the Republic of South Africa and Japan.

Members of the public are not eligible to take part in the Placing. All offers of Ordinary Shares will be made pursuant to an exemption under Regulation (EU) 2017/1129 (the "Prospectus Regulation") from the requirement to produce a prospectus for offers of the Ordinary Shares. This announcement is being distributed only to and is directed at (i) persons in member states of the European Economic Area ("Member States") who are a "Professional Client" within the meaning of Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Directive 2002/92/EC and Directive 2011/61/EU ("MiFID II") and persons who are "Qualified Investors" within the meaning of Article 2(e) of the Prospectus Regulation. In addition, this document is only directed at and being distributed to: (A) in the United Kingdom, to persons (i) who have professional experience in matters relating to investments and who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (ii) who fall within Article 49 of the Order; and (B) any other persons to whom it may otherwise be lawfully communicated (together all such persons being referred to as "relevant persons"). The investment or investment activity to which this document relates is available only to such persons. Any person who is not a relevant person should not act on this announcement or any of its contents. It is not intended that this announcement be distributed or passed on, directly or indirectly, to any other class of person and in any event and under no circumstances should persons of any other description act upon the contents of this document. This announcement is being supplied solely for information and may not be reproduced by, further distributed or published in whole or in part by, any other person. By receiving this document, you are deemed to warrant to the Company and Davy that you fall within the categories described above and agree to and will comply with the contents of this notice.

The dates of the Offering may be influenced by a range of circumstances such as market conditions. There is no guarantee that the Offering will occur, and you should not base your financial decisions on the Company's intentions in relation to the Offering at this stage. Acquiring Ordinary Shares to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering making such an investment should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the Offering. The value of Ordinary Shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the Offering for the person concerned. Past performance or information in this announcement or any of the documents relating to the Offering cannot be relied upon as a guide to future performance.

This announcement may include statements that are, or may be deemed to be "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will", "could", or "should" or, in each case, their negative or other variations or comparable terminology, including references to assumptions, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflects the Company's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's business, results of operations, financial position, liquidity, prospects, growth and strategies. Forward-looking statements speak only as of the date they are made. Subject to any legal or regulatory requirements, the Company and Davy expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained in this announcement to reflect any changes in the Company's expectations with regard thereto or any change in events, conditions or circumstance on which any such statement is based. Information in this announcement, past performance or any of the documents relating to the Offer, Admission and/or the Ordinary Shares cannot be relied upon as a guide to future performance.

Davy, which is regulated in Ireland by the Central Bank of Ireland, is acting exclusively for the Company in relation to the Offering and will not regard any other person as their client in relation to the Offering and will not be responsible to any person other than the Company for providing the protections afforded to their clients or for advising any other person in relation to the Offering or any transaction or arrangement referred to or information contained in this announcement.

In connection with the Offering, Davy, or any of its affiliates, acting as investors for their own accounts, may subscribe for or purchase Ordinary Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Ordinary Shares and other securities of the Company or related investments in connection with the Offering or otherwise. Accordingly, references in the Admission Document, once published, to the 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, Davy or any of its affiliates acting as investors for their own accounts. Neither Davy nor any of its affiliates intend to disclose the extent of any such investments or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

None of the Company, Davy, nor any of their respective affiliates, their respective directors, officers, partners, employees, advisers or agents or advisers or any other person, accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy, completeness or fairness of the information or opinions contained in this announcement (or whether any information has been omitted from this announcement) or of any other information relating to the Company, 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. The Company, Davy and their respective affiliates, their respective directors, officers, partners, employees, advisers or agents or any other person, accordingly, disclaim all and any liability whether arising in tort contract or otherwise which they might otherwise have in respect of this announcement or its contents or otherwise arising in connection therewith.

Corre Energy may decide not to proceed with the Offering and there is no guarantee that Admission will occur. You should not base your financial decision on this announcement. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested.

The contents of this announcement are not to be construed as legal, financial or tax advice. Each prospective investor should consult his own legal adviser, financial adviser or tax adviser for legal, financial or tax advice, respectively.

Certain figures contained in this announcement, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this document may not conform exactly to the total figure given.

END

---

This information is provided by Reach, the non-regulatory press release distribution service of RNS, part of the London Stock Exchange. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

Reach is a non-regulatory news service. By using this service an issuer is confirming that the information contained within this announcement is of a non-regulatory nature. Reach announcements are identified with an orange label and the word “Reach” in the source column of the News Explorer pages of London Stock Exchange’s website so that they are distinguished from the RNS UK regulatory service. Other vendors subscribing for Reach press releases may use a different method to distinguish Reach announcements from UK regulatory news.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.

END

NRADXGDCIDGDGBU