Voltalia SA launches the offering of additional green bonds
convertible into new shares and/or exchangeable for existing shares
(OCEANEs Vertes) due 2025 for a nominal amount of approx. €50
million
THIS PRESS RELEASE DOES NOT CONSTITUTE OR FORM
PART OF AN OFFER TO PURCHASE, SUBSCRIBE FOR OR SELL ANY NEW BONDS
OR SHARES OR ANY OTHER SECURITIES OF VOLTALIA (TOGETHER, THE
“SECURITIES”) TO ANY PERSON IN THE UNITED STATES (AS DEFINED IN
REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”)). THE SECURITIES MAY NOT BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES, ABSENT
REGISTRATION UNDER THE SECURITIES ACT, EXCEPT PURSUANT TO AN
EXEMPTION FROM OR IN A TRANSACTION NOT SUBJECT TO THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE AND LOCAL
SECURITIES LAWS. VOLTALIA’S SECURITIES HAVE NOT BEEN AND WILL NOT
BE REGISTERED UNDER THE SECURITIES ACT AND VOLTALIA DOES NOT INTEND
TO MAKE A PUBLIC OFFERING OF THE SECURITIES IN THE UNITED
STATES.
THE NEW BONDS WILL BE OFFERED AND SOLD ONLY TO
INSTITUTIONAL INVESTORS, WHICH FOR THE PURPOSES OF THIS
ANNOUNCEMENT INCLUDE PROFESSIONAL CLIENTS AND ELIGIBLE
COUNTERPARTIES (AS DEFINED BELOW). THE NEW BONDS MAY NOT BE OFFERED
OR SOLD TO RETAIL INVESTORS (AS DEFINED BELOW). NO KEY INFORMATION
DOCUMENT AS DEFINED IN THE PRIIPS REGULATION (AS DEFINED BELOW) HAS
BEEN OR WILL BE PREPARED.
Voltalia SA launches the offering of
additional green bonds convertible into new shares
and/or exchangeable for existing shares
(OCEANEs Vertes)
due 2025 for a nominal amount of approx. €50 million fully fungible
with the OCEANEs Vertes
due 2025 and issued in January 2021
Voltalia (Euronext
Paris, ISIN Code: FR0011995588, Ticker: VLTSA
FP, Sustainalytics ESG Rating:
15.2 (low risk), EthiFinance ESG
Rating: 76/100) (the “Company”), an international player in
renewable energies, today announces the launch of the offering of
additional green senior unsecured bonds
convertible into new shares and/or exchangeable for existing shares
of the Company (OCEANEs
Vertes) due 2025, (the “New Bonds”), by
way of an accelerated bookbuilt
placement to qualified investors (within the meaning of
Regulation (EU) 2017/1129) only, in accordance
with Article L. 411-2, 1° of the French monetary and financial code
(Code monétaire et financier),
for a nominal amount of approx. €50 million (the “Offering”) fully
fungible with the OCEANEs
Vertes issued in January 2021 for
a total nominal amount of €199,999,985.40, due on
January 13, 2025, ISIN FR00140001X1 (the "Existing
Bonds").
Overview of the transaction
- With its additional green
convertible bond offering, Voltalia reaffirms its commitment to
align its renewable energy business and financing with its
corporate sustainability commitments and values
- The net proceeds of the Offering
will be allocated to finance and/or refinance Eligible Green
Projects as defined in Voltalia’s Green & Sustainability-linked
Financing Framework document.
Main terms of the New Bonds
The New Bonds will have the same terms and
conditions (except for the issue price) as the Existing Bonds and
will constitute a single series with the Existing Bonds (together,
the “Bonds”).
The issue price of the New Bonds will be
announced later today or tomorrow morning before market open at the
latest. The settlement-delivery and the admission to trading on
Euronext AccessTM (the non-regulated market of Euronext in Paris)
of the New Bonds are expected to take place on July 29, 2022 (the
“Issue Date”).
The holders of the New Bonds will be granted a
conversion/exchange right of the New Bonds into new and/or existing
shares of the Company (the “Conversion/Exchange
Right”), which they may exercise at any time from the
Issue Date and until the 7th trading day (inclusive) preceding
January 13, 2025 (or the next business day if such date is not a
business day) or the relevant early redemption date.
The conversion/exchange ratio is set at one
share per New Bond subject to standard adjustments. Upon exercise
of their Conversion/Exchange Right, holders of the New Bonds will
receive, at the option of the Company, new and/or existing Company
shares having in all cases all rights attached as from the date of
delivery.
Application will be made for the listing of the
New Bonds on Euronext AccessTM of Euronext in Paris to occur within
30 calendar days from the Issue Date.
Voltalia Green &
Sustainability-linked Financing Framework
The issue of the New Bonds will be part of
Voltalia’s Green & Sustainability-linked Financing Framework
(the “Framework”) that was established in
accordance with the ICMA 2018 Green Bond Principles and 2020
Sustainability-Linked Bond Principles available on its website to
support its growth strategy in renewable energy and storage with an
integrated sustainability approach. The external review of the
Framework by EthiFinance, as Second Party Opinion provider, is
available, together with the Framework, on the Company’s
website.
The net proceeds of the Offering will also be
used to finance, or refinance, in whole or in part, Eligible Green
Projects, defined as:
- financing of, or investments in
development, construction, operation and maintenance of renewable
energy plants (wind, solar, biomass, hydro or hybrid) and storage
units;
- majority or minority acquisitions
of companies significantly active in any of the renewable energy
technologies (i.e. with at least 50% of EBITDA coming from
renewable energy technologies, and with an objective to develop a
decarbonization pathway on the non-renewable share). Voltalia will
only consider as eligible the pro-rated share (%) of the
acquisition / participation that is dedicated to Eligible Green
Projects.
Eligible Green Projects include capital
expenditures, without a specific look-back period, and selected
operating expenditures (i.e. maintenance costs related to renewable
energy projects), with a maximum three-year look-back period before
the issuance year of the financing instrument.
The renewable energy projects targeted in the
Framework will contribute to the climate change mitigation
objective and will directly impact on SDG 7 (Affordable and clean
energy), SDG 9 (Clean infrastructure) and SDG 13 (Climate action)
by avoiding CO2 emissions.
Intentions of existing
shareholders
The Company is not aware of the intentions of
its principal shareholders to subscribe to the Offering.
Lock-up undertaking
In the context of the Offering, the Company will
agree to a lock-up undertaking on the issuance or sale of shares or
of securities giving access to the Company’s share capital for a
period starting from the announcement of the transaction and ending
90 calendar days after the Issue Date, subject to certain customary
exceptions or waiver from the sole global coordinator.
Legal framework of the Offering and
placement
The Offering will be realized by way of a
placement to qualified investors (within the meaning of Regulation
(EU) 2017/1129 (as amended, the “Prospectus
Regulation”)) only, in accordance with Article L. 411-2,
1° of the French monetary and financial code (Code monétaire et
financier), as per the authorization granted by the Company’s
extraordinary general meeting held on May 19, 2021 (22nd
resolution), in France and outside of France (excluding, in
particular, the United States of America, Australia and Japan),
without an offer to the public (other than to qualified investors)
in any country (including France).
Existing shareholders of the Company shall have
no preferential subscription rights and there will be no priority
subscription period, in connection with the issuance of the Bonds
or the underlying new shares of the Company issued upon
conversion.
Available information
Neither the Offering, nor the admission of the
New Bonds to trading on Euronext AccessTM, is subject to a
prospectus approved by the French Autorité des marchés financiers
(the “AMF”), as defined in the Prospectus
Regulation. No key information document required by Regulation (EU)
1286/2014 has been or will be prepared. Detailed information about
Voltalia, including its business, results, prospects and the risk
factors to which Voltalia is exposed are described in the Company’s
universal registration document (Document d’enregistrement
universel) for the financial year ended December 31, 2021, filed by
the Company with the AMF on May 2, 2022 under No. D.22-0410; and
the Company’s press releases (including those based on revenue for
(i) the first quarter on March 31, 2022 and (ii) the second quarter
on June 30, 2022) and other regulated information about the
Company; which are all available on the Company’s website
(https://www.voltalia.com/).
Important information
This press release does not constitute or form
part of any offer or solicitation to purchase or subscribe for or
to sell securities to any person in the United States, Australia or
Japan or in any jurisdiction to whom or in which such offer is
unlawful, and the Offering is not an offer to the public in any
jurisdiction including France, other than to qualified investors
within the meaning of the Prospectus Regulation, or an offer to
retail investors as such term is defined below.
Note: The English version of this press release
may differ from the French version for regulatory reasons.
Next on the agenda: First-half 2022
results on September 28, 2022
About Voltalia
(www.voltalia.com) |
Voltalia is an international player in the renewable energy sector.
The Group produces and sells electricity generated from wind,
solar, hydraulic, biomass and storage facilities that it owns and
operates. Voltalia has generating capacity in operation and under
construction of more than 2 GW and a portfolio of projects under
development representing total capacity of 11.1 GW. Voltalia is
also a service provider and supports its investor clients in
renewable energy projects during all phases, from design to
operation and maintenance. As a pioneer in the corporate market,
Voltalia provides a global offer to private companies, ranging from
the supply of green electricity and energy efficiency services to
the local production of their own electricity. The Group has more
than 1,300 employees and is present in 20 countries on 4 continents
and is able to act worldwide on behalf of its clients. Voltalia is
listed on the regulated market of Euronext Paris, compartment B
(FR0011995588 – VLTSA) and is part of the Enternext Tech 40 and CAC
Mid & Small indices. The Group is also included in the
Gaïa-Index, an index for socially responsible midcaps. |
VoltaliaInvestor Relations: invest@voltalia.comT. +33 (0)1 81 70 37
00 |
ActifinPress Contact: Jennifer Julliajjullia@actifin.fr
. T. +33 (0)1 56 88 11 11 |
Disclaimer
This press release may not be released,
published or distributed, directly or indirectly, in or into the
United States of America, Australia, Canada or Japan. The
distribution of this press release may be restricted by law in
certain jurisdictions and constitute a violation of the legal
provisions in force. Persons into whose possession any document or
other information referred to herein comes, should inform
themselves about and observe any such restriction. Any failure to
comply with these restrictions may constitute a violation of the
securities laws of any such jurisdiction.
No communication or information relating to the
offering of the New Bonds may be transmitted to the public in a
country where there is a registration obligation or where an
approval is required. No action has been or will be taken in any
country in which such registration or approval would be required.
The issuance by the Company or the subscription of the New Bonds
may be subject to legal and regulatory restrictions in certain
jurisdictions; none of Voltalia and the sole global coordinator
assumes any liability in connection with the breach by any person
of such restrictions.
This press release is an advertisement and not a
prospectus within the meaning of Regulation (EU) 2017/1129 (the
“Prospectus Regulation”). This press release is
not an offer to the public other than to qualified investors, or an
offer to subscribe or designed to solicit interest for purposes of
an offer to the public other than to qualified investors in any
jurisdiction, including France.
The New Bonds have been offered only by way of
an offering in France and outside France (excluding the United
States of America, Australia, Canada, Japan and any other
jurisdiction where a registration process or an approval would be
required by applicable laws and regulations), solely to qualified
investors as defined in article 2 point (e) of the Prospectus
Regulation and in accordance with Article L. 411-2 1° of the
French monetary and financial code (Code monétaire et financier).
There will be no public offering in any country (including France)
in connection with the New Bonds. This press release does not
constitute a recommendation concerning the issue of the New Bonds,
other than to qualified investors. The value of the New Bonds and
the shares of Voltalia can decrease as well as increase. Potential
investors should consult a professional adviser as to the
suitability of the New Bonds for the person concerned.
Prohibition of sales to European Economic Area
retail investors
No action has been undertaken or will be
undertaken to make available any New Bonds to any retail investor
in the European Economic Area. For the purposes of this
provision:
(a) the expression "retail
investor" means a person who is one (or more) of the following:
(i) a retail client as defined
in point (11) of Article 4(1) of Directive 2014/65/EU (as amended,
"MiFID II"); or
(ii) a customer within the
meaning of Directive (EU) 2016/97, as amended, where that customer
would not qualify as a professional client as defined in point (10)
of Article 4(1) of MiFID II; or
(iii) not a “qualified
investor” as defined in the Prospectus Regulation; and
(b) the expression “offer"
includes the communication in any form and by any means of
sufficient information on the terms of the offer and the New Bonds
to be offered so as to enable an investor to decide to purchase or
subscribe the New Bonds.
Consequently no key information document
required by Regulation (EU) No 1286/2014 (as amended, the
"PRIIPs Regulation") for offering or selling the
New Bonds or otherwise making them available to retail investors in
the European Economic Area has been prepared and therefore offering
or selling the New Bonds or otherwise making them available to any
retail investor in the European Economic Area may be unlawful under
the PRIIPS Regulation.
Prohibition of sales to UK retail Investors
No action has been undertaken or will be
undertaken to make available any New Bonds to any retail investor
in the United Kingdom (“UK”). For the purposes of
this provision:
(a) the expression
retail investor means a person who is one (or more) of the
following:
(i) a retail client,
as defined in point (8) of Article 2 of Regulation (EU) No 2017/565
as it forms part of domestic law by virtue of the European Union
(Withdrawal) Act 2018 (“EUWA”); or
(ii) a customer
within the meaning of the provisions of the FSMA and any rules or
regulations made under the FSMA to implement Directive (EU)
2016/97, where that customer would not qualify as a professional
client, as defined in point (8) of Article 2(1) of Regulation (EU)
No 600/2014 as it forms part of domestic law by virtue of the EUWA;
or
(iii) not a
qualified investor as defined in Article 2 of Regulation (EU)
2017/1129 as it forms part of domestic law by virtue of the EUWA;
and
(b) the expression
an “offer” includes the communication in any form and by any means
of sufficient information on the terms of the offer and the New
Bonds to be offered so as to enable an investor to decide to
purchase or subscribe for the New Bonds.
Consequently no key information document
required by Regulation (EU) No 1286/2014 as it forms part of
domestic law by virtue of the EUWA (the “UK PRIIPs Regulation”) for
offering or selling the New Bonds or otherwise making them
available to retail investors in the UK has been prepared and
therefore offering or selling the New Bonds or otherwise making
them available to any retail investor in the UK may be unlawful
under the UK PRIIPs Regulation.
MIFID II product governance / Retail investors
(France only), professional investors and ECPs only target market –
Solely for the purposes of each manufacturer’s product approval
process, the target market assessment in respect of the New Bonds
has led to the conclusion that: (i) the target market for the New
Bonds is French retail investors, eligible counterparties and
professional clients, each as defined in MiFID II; and (ii) all
channels for distribution of the New Bonds to French retail
investors, eligible counterparties and professional clients are
appropriate. Any person subsequently offering, selling or
recommending the New Bonds (a “distributor”) should take into
consideration the manufacturers’ target market assessment; however,
a distributor subject to MiFID II is responsible for undertaking
its own target market assessment in respect of the New Bonds (by
either adopting or refining the manufacturers’ target market
assessment) and determining appropriate distribution channels. For
the avoidance of doubt, even if the target market includes French
retail investors, the manufacturers have decided that the New Bonds
will be offered, as part of the initial offering, only to eligible
counterparties and professional clients.
France
The New Bonds have not been and will not be
offered or sold or cause to be offered or sold, directly or
indirectly, to the public in France other than to qualified
investors. Any offer or sale of the New Bonds and distribution of
any offering material relating to the New Bonds have been and will
be made in France only to qualified investors (investisseurs
qualifiés), as defined in article 2 point (e) of the Prospectus
Regulation, and in accordance with Article L.411-2 1° of the French
monetary and financial code (Code monétaire et financier).
United Kingdom
This press release is addressed and directed
only (i) to persons located outside the United Kingdom, (ii) to
investment professionals as defined in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, as amended (the “Order”), (iii) to high net
worth companies, and other persons to whom it may lawfully be
communicated, falling within by Article 49(2) (a) to (d) of the
Order (the persons mentioned in paragraphs (i), (ii) and (iii) all
deemed relevant persons (the “Relevant Persons”)).
The New Bonds and, as the case may be, the shares to be delivered
upon exercise of the conversion rights (the “Financial
Instruments”), are intended only for Relevant Persons and
any invitation, offer or agreement related to the subscription,
tender, or acquisition of the Financial Instruments may be
addressed and/or concluded only with Relevant Persons. All persons
other than Relevant Persons must abstain from using or relying on
this document and all information contained therein.
This press release is not a prospectus which has
been approved by the Financial Conduct Authority or any other
United Kingdom regulatory authority for the purposes of Section 85
of the Financial Services and Markets Act 2000.
United States of America
This press release may not be released,
published or distributed in or into the United States and does not
constitute an offer of securities or a solicitation to buy or
subscribe to securities or a solicitation to sell securities in the
United States. The New Bonds and the shares deliverable upon
conversion or exchange of the New Bonds described in this press
release have not been, and will not be, registered under the U.S.
Securities Act of 1933, as amended (the “Securities
Act”), or the securities laws of any state of the United
States, and such securities may not be offered, sold, pledged or
otherwise transferred in the United States absent registration
under the Securities Act or pursuant to an available exemption
from, or in a transaction not subject to, the registration
requirements thereof and applicable state or local securities
laws.
Voltalia does not intend to make a public offer
of its securities, including the New Bonds and the shares granted
after converting or exchanging the New Bonds, in the United States.
Terms used in this paragraph have the meanings given to them by
Regulation S under the Securities Act.
Australia, Canada and Japan
The New Bonds may not and will not be offered,
sold or purchased in Australia, Canada or Japan. The information
contained in this press release does not constitute an offer of
securities for sale in Australia, Canada or Japan.
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