Energy SpA — Share Issue/Capital Change 2022

Jul 28, 2022

Informazione Regolamentata n. 20263-2-2022		Data/Ora Ricezione 28 Luglio 2022 17:44:28	Euronext Growth Milan
Societa'	:	ENERGY SYNT
Identificativo Informazione Regolamentata	:	165426
Nome utilizzatore	:	ENERGYSYNTN01 - Davide Tinazzi
Tipologia	:	REGEM
Data/Ora Ricezione	:	28 Luglio 2022 17:44:28
Data/Ora Inizio Diffusione presunta	:	28 Luglio 2022 17:44:29
Oggetto	:	Energy S.p.A.: Admission to trading on Euronext Growth Milan
Testo del comunicato

Vedi allegato.

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR ANY COUNTRY WHERE IT IS UNLAWFUL TO DO SO.

This announcement is an advertisement and not a prospectus and not an offer of securities for sale in or into the United States, Canada, Japan or Australia, South Africa or any other jurisdiction where it is unlawful to do so.

ENERGY S.P.A.: ADMISSION TO TRADING ON EURONEXT GROWTH MILAN

• PLACEMENT SUCCESFULLY COMPLETED: BOOK OVERSUBRCRIBED WITH STRONG INTEREST FROM LEADING QUALIFED INVESTORS MAINLY LONG ONLY, IN ADDITION TO THE CORNERSTONE INVESTOR RPS S.P.A. (A RIELLO ELETTRONICA GROUP COMPANY)
• TOTAL DEAL SIZE OF EURO 30.0 MILLION (INCLUDING GREENSHOE OPTION OF EURO 2.7 MILLION)
• OFFERING PRICE SET AT EURO 2.40 PER SHARE
• START OF TRADING SCHEDULED ON AUGUST 1 ST 2022
• POST MONEY EQUITY VALUE OF EURO 147.3 MILLION WITH A FREE FLOAT OF 13.6% (ASSUMING FULL EXERCISE OF THE GREENSHOE OPTION)

S. Angelo di Piove di Sacco (PD), 28 July 2022 - Energy S.p.A., a company offering integrated energy storage systems, announces admission to trading on Euronext Growth Milan (EGM), a multilateral trading facility organised and managed by Borsa Italiana S.p.A. dedicated to small and medium-sized companies with high growth potential.

The start of trading is scheduled on August 1st, 2022. ISIN code: IT0005500712.

The placement consisted of 11.375.000 ordinary shares resulting from a capital increase, at a price of Euro 2.40 per share, for a value of Euro 27.3 million, offered to institutional and qualified Italian and foreign investors. An option has been granted to the Joint Global Coordinators to purchase the ordinary shares at the offering price up to maximum of Euro 2.7 million, equal to 10% of the offer (the Greenshoe). The minimum trading lot is equal to 500 shares.

The offer received strong interest from leading qualified investors, mainly Italian. In the context of the Offer, the Company has received an irrevocable commitment from RPS S.p.A., a Riello Elettronica Group company, leader in UPS market, to subscribe an amount of Euro 10.0 million as cornerstone investor (around 6.79% of the share capital).

The market capitalization, at the placement price, amountsto c. Euro 147.3 million. Assuming the full exercise of the Greenshoe option, the free float will be equal to 13.6% (based on total number of shares including PAS). The company shareholders have also allocated up to 23.0% of the ordinary shares held pre-IPO to serve a share value protection mechanism and thus to protect share values and market investors, called Price Adjustment Share ("PAS"), to be applied in a linear progression if certain 2022, 2023 and 2024 profitability targets are not achieved (EBITDA 2022 amounting to Euro 21.5 million, EBITDA 2023 amounting to Euro 30.0 million and EBITDA 2024 amounting to Euro 40.0 million).

Davide Tinazzi, co-Founder and CEO of Energy S.p.A., declares: "The listing project reflects our will to accelerate Energy's growth plan and to increase the control of the value chain related to advanced energy storage systems. Going public is a strategic step to consolidate and accelerate our business model towards a

fully integrated ESS (Energy Storage System) production, to boost our business development in Italy and abroad, also through M&A, and to ride the attractive sector trends as first mover. We are active in an innovative industry with a strong growth path where Energy is playing a leading role thanks to its enterprising and innovative approach. We are convinced that we can continue with important growth rates in the coming years".

Founded in 2013 by Davide Tinazzi, Andrea Taffurelli and Massimiliano Ghirlanda, Energy is a pioneer integrator for Energy Storage Systems (ESS), for residential use as well as commercial and industrial applications. In this context, the Company designs and distributes advanced energy storage systems using the proprietary zeroCO² brand. These systems, of which components are also supplied by international technological partners of primary standing with whom the Company has trusted relationships, are also integrated by the Company's proprietary software. Additionally, Energy has started the process of in-sourcing some strategic production activities of its components, in order to become a full system integrator, controlling the entire energy storage systems value chain. Consistent with that approach, in May 2022 the Company opened a new production plant that will enable the evolution of its industrial operations.

As at 31 December 2021, Energy's revenues amounted to Euro 51.5 million (triple-digit growth compared to Euro 20.2 million in financial year 2020), with an EBITDA of Euro 10.4 million (20% on revenues). The Company, a pioneer in the market, which estimates a turnover in the range of Euro 120.0 - 140.0 million in 2022, expects to continue its growth path in the coming years thanks to a solid order backlog and the strengthening of its strategic positioning.

In the context of the IPO, La Compagnia Holding Merchant Bank has the role of Financial Advisor, UniCredit and Stifel Europe Bank are acting as Joint Global Coordinators and Joint Bookrunners. Stifel Europe Bank also acts as Euronext Growth Advisor and Specialist. ADVANT Nctm is acting as legal and tax Advisor to the Issuer and the Joint Global Coordinators, whereas Macchion Resoli & Associati is the legal Advisor to the Issuer. KPMG was appointed as Audit Company and Governance Advisors as advisor for non-accounting data, while Spriano Communication&Partners is the corporate and financial communication advisor.

This press release also constitutes a communication pursuant to Article 6 of Delegated Regulation (EU) 2016/1052. UniCredit Bank AG, Milan Branch reserves the right to carry out stabilisation activities on the shares in compliance with the regulations in force. Such activity may be carried out from the start of trading of the shares and until 30 days after that date. However, there is no certainty that stabilisation activity will actually be carried out; it may be interrupted at any time. Stabilisation operations, if undertaken, could result in a higher market price than the price that would otherwise arise. Stabilisation transactions are intended to support the market price of the shares during the stabilisation period and will take place on Euronext Growth Milan.

Information on Energy

Energy S.p.A, founded in 2013 by Davide Tinazzi, Andrea Taffurelli and Massimiliano Ghirlanda, is a company with its operational headquarters in the province of Padua and is a leader integrator for energy storage systems, for residential use and large-scale applications. These systems enable the storage, hence, release of energy based on the energy needs of customers. Till now, more than 35,000 systems have been sold and installed by Energy in Italy, for residential, commercial, industrial markets, Utilities and electric mobility. The most important projects implemented include the large facility in Comiso, Sicily, made up of an agrivoltaic system and a photovoltaic field; the large system dedicated to CAAB in Bologna; Smart Grids in numerous municipalities in Sardinia and Lombardy, a Condominium Energy Community in Switzerland where the single hubs exchange energy as needed. The Energy's sales channels include both general electric material distributors and photovoltaic specialists, and the Company also works with large European EPCs. The proximity of Energy logistics to the headquarters of the main distributors has given the Company a solid partnership with players on the Italian and European market. The Company acquires its components from the main international suppliers and combines them with proprietary software in systems compliant with European Union standards.

Contacts:

Energy S.p.A.	Euronext Growth Advisor	Press Office
Operational headquarters	STIFEL EUROPE BANK AG	Spriano Communication&Partners
Via Zona Industriale, 10	Via Ugo Foscolo, 8	Fiorella Girardo 348/8577766
Sant'Angelo di Piove di Sacco -	Milano	fgirardo@sprianocommunication.c
PD		om
Tel. +39 049 2701296	Tel. +39 02 85465774	Cristina Tronconi 346/0477901
info@energysynt.com	SEBA.Milan.ECM@stifel.com	ctronconi@sprianocommunication.
		com

This document is an announcement and not a prospectus for the purposes of Regulation (EU) 2017/1129 (the "Prospectus Regulation"), and as such does not constitute an offer to sell or the solicitation of an offer to purchase securities. These materials are not for distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia), Canada, Australia and Japan (or in any other jurisdiction where it is unlawful to do so).

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Any offer of securities to the public that may be deemed to be made pursuant to this communication in any EU Member State is addressed solely to qualified investors (within the meaning of Article 2(1)(e) of the Prospectus Regulation) in that Member State and foreign institutional investors outside of the United States of America, pursuant to Regulation S of the United States Securities Act of 1933, as subsequently amended.

This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any shares or any other securities, nor shall it (or any part of it) or the fact of its distribution form the basis of, or be relied on in connection with, any contract therefor. The Offering and the distribution of this announcement and other information in connection with the Offering in certain jurisdictions may be restricted by law and persons into whose possession this announcement or any document or other information referred to herein comes should inform themselves about, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the laws of any such jurisdiction.

Neither this announcement, nor any copy of it may be taken, transmitted or distributed, directly or indirectly, into Australia, Canada, South Africa, Japan, or to any persons in any of those jurisdictions or any other jurisdictions where to do so would constitute a violation of the laws of such jurisdiction. The securities referred to herein have not been and will not be qualified under the applicable securities laws of Australia,

Canada, South Africa, Japan and, subject to certain exceptions, may not be offered or sold within Australia, Canada, Japan or to any resident or citizen of Australia, Canada, South Africa, Japan.

This announcement does not constitute an offer for sale of, or a solicitation of an offer to purchase or subscribe for, any securities in the United States. No securities of the Company have been registered under the U.S. Securities Act of 1933, as amended, and the Company does not intend to register any of the securities in the United States or to conduct a public offering of the securities in the United States. There will be no public offering of the securities in the United States or elsewhere.

This announcement does not constitute a recommendation concerning the Offering or the shares of the Company. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. Information in this announcement or any of the documents relating to the Offering cannot be relied upon as a guide to future performance. Potential investors should consult, to the extent they deem necessary, a professional investment, business, tax, and/or legal advisor as to the suitability of the Offering for the person concerned. No reliance may or should be placed by any person for any purpose whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information in this announcement is subject to change. Certain figures contained in this document, 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 with the total figure given. None of the banks acting as joint global coordinators, joint bookrunners and/or cobookrunner in the contest of the potential initial public offering (the "Managers") 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 announcement (or whether any information has been omitted from the announcement) or 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. Nothing contained herein is, or shall be relied upon as, a promise or representation by the Managers or any of their respective directors, officers, employees, advisers or agents in this respect, whether as to the past or future.

None of the Managers or any of their respective directors, officers, employees, advisers or agents assumes any responsibility for its accuracy, completeness or verification and accordingly the Managers and each of their respective directors, officers, employees, advisers or agents disclaim, to the fullest extent permitted by applicable law, any and all liability whether arising in tort, contract or otherwise which they might otherwise be found to have in respect of this announcement or any such statement. The Managers are each acting exclusively for the Company and the Selling Shareholders in the transaction referred to in this announcement and for no-one else in connection with any transaction mentioned in this announcement and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to any such transaction and will not be responsible to any other person for providing the protections afforded to their respective clients, or for advising any such person on the contents of this announcement or in connection with any transaction referred to in this announcement.

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares of the Company (the "Shares") have been subject to a product approval process, which has determined that such Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II to such target market (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Shares may decline, and investors could lose all or part of their investment; the Shares offer no guaranteed income and no capital protection; and an investment in the Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the offering. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Managers will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Shares and determining appropriate distribution channel.