Voltalia announces the launch of a capital increase with
shareholders’ preferential subscription rights in the amount of
approximately 490 million euros
Terms of the transaction
- Subscription
price: 13.70 euros per new share
- Subscription
ratio: 3 new shares for 8 existing shares
- Trading period
for preferential subscription rights: from 17 November 2022 to 28
November 2022 (inclusive)
- Subscription
period: from 21 November 2022 to 30 November 2022 (inclusive)1
- Capital Increase
results: 5 December 2022
-
Settlement-delivery and listing of the new shares on Euronext
Paris: 7 December 2022
Voltalia (the “Company”)
is launching today a capital increase in cash with preferential
subscription rights (“PSR”) for shareholders in a
gross amount of approximately 490 million euros (the
“Capital Increase with PSRs”). This capital
increase has subscription commitments of 72.95% of the total amount
of the Capital Increase with PSRs from:
- Voltalia
Investissement, Voltalia’s reference shareholder which is part of
the companies’ portfolio held by the members of the Mulliez family,
has undertaken to participate in the Rights Issue for a total
amount of 345 million euros, representing 70.45% of the total
amount of the Capital Increase with PSRs
- Proparco for a
total amount of 12 million euros, representing 2.50% of the total
amount of the Capital Increase with PSRs
“After achieving an average annual growth of
+48% in revenue and of +49% of its EBITDA between 2014, the year of
its IPO, and 30th June 2022, Voltalia is on track to achieve all of
its 2023 objectives – and should even reach a year in advance, at
the end of 2022, its objective of capacity in operation and under
construction of 2.6 gigawatts. The new roadmap unveiled on 20
October 2022 is based on continued strong growth in our performance
indicators, both operationally, as well as financially and
environmentally.
Thus, by the end of 2027, we aim, on average, to
triple these indicators compared to 2021 with more than 5 gigawatts
of owned capacity (in operation and under construction), more than
8 gigawatts of operating capacity on behalf of third parties and
expected normalised EBITDA2 of around 475 million. euros. On the
other hand, on this same horizon, Voltalia has set itself a new
environmental objective, in accordance with our Mission-driven
Company status: tripling the number of tonnes of carbon avoided
thanks to the production of our power plants, to more than 4
million tons of CO2 equivalent.
In this context, we are launching today a
capital increase to involve all investors in our strategic
acceleration and together write this new chapter of Voltalia's
story.” says Sébastien Clerc, CEO of
Voltalia.
***
Reasons for the Capital Increase with
PSRs
The issue of the New Shares (as defined below)
is intended to provide the Company with additional means to finance
its target of a consolidated capacity in operation or under
construction of at least 5.0 GW by 2027, for which the Company
considers that the amount of investement required is between 2.5
and 3 billion euros. In this respect, the Company plans to allocate
at least 450 million euros of the funds raised to the construction
of its new production capacity by 2027.
The balance of the funds raised will be used to
finance (i) the Company’s growth in services in order to reach its
objective of operating and maintaining more than 8 GW of power
plants on behalf of third parties and (ii) possible targeted
acquisitions, in particular to strengthen the Company’s presence in
its new geographical areas in Africa, Latin America or Europe.
If the Capital Increase with PSRs is at least
75% completed, the Company considers that it will have access to
additional sources of financing that will enable it to pursue its
development and especially to maintain its objective of a
consolidated capacity in operation or under construction of over
5.0 GW by the end of 2027. If the Capital Increase with PSRs is not
completed, the Company will consider other equity and/or debt
financing options to finance its 2027 ambitions, it being specified
that its 2023 operational objectives have already been
financed.
The net proceeds from the Capital Increase with
PSRs, if it is carried out at 100%, is estimated at approximately
485.3 million euros.
Main terms of the Capital Increase with
PSRs
The Capital Increase with PSRs will be carried
out with shareholders’ preferential subscription rights, pursuant
to the 20th resolution of the Combined General Meeting of 19 May
2021, and will result in the issue of 35,765,712 new shares (the
“New Shares”), at a subscription price of 13.70
euros per New Share (i.e. a nominal value of 5.70 euros and an
issue premium of 8.00 euros), to be fully paid at the time of
subscription by payment in cash, representing gross proceeds,
including the issue premium, of up to 490 million euros.
On 17 November 2022, each of the Company’s
shareholders will receive one (1) PSR per share, recorded in his or
her securities account at the end of the accounting entry day of 16
November 2022. Eight (8) PSRs will entitle their holders to
subscribe for three (3) New Shares on an irreducible basis.
Requests may be made on a redubicle basis to
subscribe for additional shares. New Shares not covered by
subscriptions on an irreducible basis will be divided up and
allocated to subscribers as per their reducible requests but are
subject to reduction, in the event of oversubscription.
On the basis of the closing price of the
Voltalia share on the regulated market of Euronext Paris on 14
November 2022, i.e. 18.96 euros, the theoretical value of one (1)
PSR is 1.43 euros and the theoretical value of one share ex-rights
is 17.53 euros.
The subscription price per New Share
represents a nominal discount of
27.74% to
Voltalia’s closing price on the trading
day before the date of the prospectus,
i.e. 18.96 euros on the 14 November 2022,
and a discount of 21.83% to the theoretical value of the
Voltalia share ex-rights.
These values do not necessarily reflect the
value of the PSRs during their trading period, the value of
Voltalia shares ex-rights or the implicit discounts, which will be
determined by the market.
The Capital Increase with PSRs will be open to
the public only in France and outside the U.S. in the context of
offshore transactions under Regulation S.
Indicative timetable for the Capital
Increase with PSRs
The subscription period for the Capital Increase
with PSRs will start on 21 November 2022 and end at market close on
30 November 2022. The PSRs will be detached and tradeable from 17
November 2022 until 28 November 2022 included on the regulated
market of Euronext Paris under the ISIN code FR001400DV53.
Unexercised PSRs will automatically lapse at the end of the
subscription period, i.e. 30 November 2022 at market close.
The issue, settlement-delivery and admission to
trading of the New Shares on the regulated market of Euronext Paris
are scheduled for 7 December 2022. New Shares will immediately
entitle their holders to receive dividends. They will be
immediately fungible with existing shares of the Company and will
be traded on the same line under the ISIN code FR0011995588.
Underwriting
The issue of New Shares will not be
underwritten.
It should be noted however that the Capital
Increase with PSRs has Subscription Commitments (as defined below),
on an irreducible basis, in the proportion of 72.95% of the total
amount of the Capital Increase with PSRs.
On 15 November 2022, the Company entered into an
agency contract with BNP Paribas and Goldman Sachs Bank Europe SE
as structuring agents and global coordinators, lead managers and
joint bookrunners, Banco Santander, S.A., Crédit Agricole Corporate
and Investment Bank and Natixis, as global coordinators, lead
managers and joint bookrunners (together, the “Global
Coordinators, Lead Managers and Joint Bookrunners”), as
well as with CIC and Portzamparc as co-lead managers (together with
the Global Coordinators, Lead Managers and Co-Lead Managers, the
“Financial Institutions”).
Subscription commitments and
subscription intentions of the main shareholders of the Company or
members of its administrative or management bodies or anyone
intending to subscribe to more than 5% of the New
Shares
On the date of the prospectus, the Company has
subscription commitments (the "Subscription Commitments"), on an
irreducible basis, for a total amount of 357,454,262.40 euros,
representing approximately 72,95% of the Capital Increase with
PSRs, based on a subscription price of 13.70 euros per New Share,
of which:
-
Voltalia
Investissement, which held on 31
October 2022, 71.30% of the capital and 82.77% of the voting rights
of the Company, has irrevocably undertaken to:
-
place an irreducible subscription order for approximately 69.02% of
the Capital Increase with PSRs by exercising the PSRs attached to
the 65,824,565 shares held directly by Voltalia Investissement for
an amount of 338,173,690.70 euros corresponding to the subscription
of 24,684,211 New Shares; and
-
procure for the placement of an irreducible subscription order by
exercising the PSRs attached to the shares loaned by Voltalia
Investissement under the share loan arrangement set up with BNP
Paribas Arbitrage SNC, Goldman Sachs Bank Europe SE and Natixis
(the “Borrowers”) and still held by the Borrowers,
i.e. 1,366,590 shares on 14th November 2022, for an amount of
7,020,852.70 euros corresponding to the subscription of 512,471 New
Shares, i.e. approximately 1.43% of the Capital Increase with
PSRs3;
representing a commitment relating in total to
approximately 70.45% of the Capital Increase with PSRs;
- The Société
de Promotion et de Participation pour la
Coopération Economique
(“Proparco”), which held on 31 October 2022, 2.50% of the capital
and 1.48% of the voting rights of the Company, has undertaken to
irrevocably subscribe to place an irreducible subscription order
for approximately 2.50% of the Capital Increase with PSRs by
exercising the PSRs attached to the 2,386,323 shares held by
Proparco for an amount of 12,259,719 euros corresponding to the
subscription of 894,870 New Shares;
In addition, the corporate officers of the
Company mentioned below have each indicated their intention to
exercise all the PSRs attached to the shares they hold and to
subscribe to the Capital Increase with PSRs: Laurence Mulliez,
Chairman of the Board of Directors, for an amount of approximately
57,000 euros, The Green Option, director, for an amount of
approximately 100,000 euros and Sébastien Clerc, Chief Executive
Officer, for an amount of around 190,000 euros.
Lock-up commitment of the
Company
From the date of the prospectus and for a period
expiring 180 calendar days following the settlement-delivery date
of the New Shares, subject to certain standard exceptions.
Lock-up commitments of
Voltalia Investissement
and Proparco
From the date of the prospectus and for a period
expiring 180 calendar days following the settlement-delivery date
of the New Shares, subject to certain standard exceptions.
How to subscribe
- You are
a shareholder of the Company
PSRs are attached to your Voltalia shares. They
give you priority to subscribe for New Shares on an irreducible
basis in accordance with the ratio of 3 New Shares for 8 PSRs (1
existing share giving right to 1 PSR).
- Either you have
an exact and sufficient number of existing shares to be able to
subscribe via your PSRs for a round number of New Shares (for
example, if you have 8 Voltalia shares, you have the right to make
a priority subscription for 3 New Shares),
- Or you do not
have enough existing shares to obtain a round number of New Shares,
in which case you can buy or sell the number of PSRs needed to
reach the ratio giving you the right to subscribe for a round
number of New Shares (3 New Shares for 8 PSR).
You may also subscribe on a reducible basis for
the number of New Shares you wish to purchase, in addition to the
number of New Shares resulting from the exercise of your PSRs on an
irreducible basis. Any New Shares not covered by subscriptions on
an irreducible basis will be divided up and allocated to
subscribers as per their requests. Subscription orders on a
reducible basis will be granted within the limit of requests and in
proportion to the number of PSRs used for subscription on an
irreducible basis, without the possibility of an allocation of
fractions of New Shares. A reduction scale will be applied and
disclosed when the results of the Capital Increase with PSRs are
announced by Euronext Paris.
- You are
not yet a shareholder of the Company
You can subscribe by purchasing PSRs on the
market from 17 November 2022 to 28 November 2022 (inclusive),
through the financial institution in charge of your securities
account, and:
- by subscribing
on an irreducible basis by exercising your PSRs, no later than 30
November 2022, through the same institution;
- and, where
applicable, by subscribing for New Shares on a reducible basis by
placing an order through the financial institution in charge of
your securities account no later than 30 November 2022. You may
only subscribe on a reducible basis if you have already subscribed
on an irreducible basis.
Indicative distribution of the share
capital of the Company
On the basis of the number of shares as of the
date of the prospectus, information brought to the Company’s
attention on the distribution of its shareholding as of the date of
the prospectus and of the Subscription Commitments, and on the
assumption that the Capital Increase with PSRs would be subscribed
at a level of 100% of the issue, the shareholding structure of the
Company would be as follows:
|
After the Capital Increase with
PSRs |
Shareholding |
Undiluted basis |
Diluted basis (1) |
Number of shares |
% of capitall |
Number of voting rights(2) |
% voting rights |
Number of shares |
% of capitall |
Number of voting rights(2) |
% voting rights |
Voltalia Investissement(3)(4) |
93 497 077 |
71,30 % |
159 321 642 |
80,69 % |
93 497 077 |
66,74 % |
159 321 642 |
77,19 % |
Proparco |
3 281 193 |
2,50 % |
3 281 193 |
1,66 % |
3 281 193 |
2,34 % |
3 281 193 |
1,59 % |
EBRD |
2 129 501 |
1,62 % |
2 129 501 |
1,08 % |
2 129 501 |
1,52 % |
2 129 501 |
1,03 % |
Treasury-shares |
239 928 |
0,18 % |
239 928 |
0,12 % |
239 928 |
0,17 % |
239 928 |
0,12 % |
Free-float |
31 993 245 |
24,40 % |
32 471 559 |
16,45 % |
40 945 539 |
29,23 % |
41 423 853 |
20,07 % |
Total |
131 140 944 |
100,00 % |
197 443 823 |
100,00 % |
140 093 238 |
100,00 % |
206 396 117 |
100,00 % |
(1) In the event of
the vesting of all the shares allocated under the free share
allocation plans and conversion into shares of the green bonds
convertible into and/or exchangeable for new and/or existing shares
issued on 13 January 2021 and supplemented by the issue of fully
fungible Green OCEANEs on 29 July 2022 (together, the
“Green OCEANEs”) based on a 1:1 conversion
ratio.
(2) A double voting
right is attributed to all fully paid-up shares for which there is
evidence of registered registration for at least two consecutive
years in the name of the same shareholder.
(3) As of 31
October 2022, 99.39% of Voltalia Investissement’s capital was held
by the Mulliez family (through AlterBiz (formerly Creadev S.A) and
CREA-FIVE SC, holding 99.01% and 0.38% respectively of Voltalia
Investissement’s capital), 0.34% by SOPARVOLTALIA, 0.24% by
Sébastien Clerc, 0.007% by Laurence Mulliez and 0.017% by Company
employees.
(4) Including
2,173,310 shares loaned by Voltalia Investissement under the share
loan arrangement set up with the Borrowers as part of the issue of
Green OCEANEs (according to the information provided by the
Borrowers).
On the basis of the number of shares as of the
date of the prospectus, information brought to the Company’s
attention on the distribution of its shareholding as of the date of
the prospectus and of the Subscription Commitments, and on the
assumption and in the event that the Capital Increase with PSRs
would be subscribed at a level of 75% of the issue, the
shareholding structure of the Company would be as follows:
|
After the Capital Increase with
PSRs |
Shareholding |
Undiluted basis |
Diluted basis (1) |
Number of shares |
% of capitall |
Number of voting rights(2) |
% voting rights |
Number of shares |
% of capitall |
Number of voting rights(2) |
% voting rights |
Voltalia Investissement(3)(4) |
93 497 077 |
76,51 % |
159 321 642 |
84,52 % |
93 497 077 |
71,29 % |
159 321 642 |
80,69 % |
Proparco |
3 281 193 |
2,69 % |
3 281 193 |
1,74 % |
3 281 193 |
2,50 % |
3 281 193 |
1,66 % |
EBRD |
2 129 501 |
1,74 % |
2 129 501 |
1,13 % |
2 129 501 |
1,62 % |
2 129 501 |
1,08 % |
Treasury-shares |
239 928 |
0,20 % |
239 928 |
0,13 % |
239 928 |
0,18 % |
239 928 |
0,12 % |
Free-float |
23 051 817 |
18,86 % |
23 530 131 |
12,48 % |
32 004 111 |
24,40 % |
32 482 425 |
16,45 % |
Total |
122 199 516 |
100,00 % |
188 502 395 |
100,00 % |
131 151 810 |
100,00 % |
197 454 689 |
100,00 % |
(1) In the event of
the vesting of all the shares allocated under the free share
allocation plans and conversion into shares of the Green OCEANEs
based on a 1:1 conversion ratio.
(2) A double voting
right is attributed to all fully paid-up shares for which there is
evidence of registered registration for at least two consecutive
years in the name of the same shareholder.
(3) As of 31
October 2022, 99.39% of Voltalia Investissement’s capital was held
by the Mulliez family (through AlterBiz (formerly Creadev S.A) and
CREA-FIVE SC, holding 99.01% and 0.38% respectively of Voltalia
Investissement’s capital), 0.34% by SOPARVOLTALIA, 0.24% by
Sébastien Clerc, 0.007% by Laurence Mulliez and 0.017% by Company
employees.
(4) Including
2,173,310 shares loaned by Voltalia Investissement under the share
loan arrangement set up with the Borrowers as part of the issue of
Green OCEANEs (according to the information provided by the
Borrowers).
Liquidity Contract
Voltalia will put in place a liquidity contract
with a broker on the back of the Capital Increase with PSRs.
Information on the
transaction :https://investir.voltalia.com
Information of the public
The prospectus, which received an approval from
the Autorité des marchés financiers (“AMF”) on 15 November, 2022
under the number 22-447 is composed of (i) the Universal
Registration Document filed with the AMF on 2 May 2022 under the
number D.22-0410, (ii) an amendment to the Universal Registration
Document filed with the AMF on 15 November 2022 under the number
D.22-0410-A01, (iii) the securities note (Note d’Opération) dated
15 November 2022 and (iv) a summary of the prospectus (included in
the securities note).
Copies of the prospectus may be obtained free of
charge and upon request from the company, 84, boulevard de
Sébastopol, 75003 Paris, France – and from the internet websites of
Voltalia (www.voltalia.com) and the AMF (www.amf-france.org).
Voltalia draws the public’s attention to chapter
2, “Risk factors and Risk Management”, of the Universal
Registration Document filed with the AMF, chapter 5 “Main Risks and
Trends as of 30 June 2022” of the amendment of the Universal
Registration Document and to chapter 2 “Risk factors related to the
offering” of the Note d’Opération.
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 a generating capacity in operation and under
construction of 2.4 GW and a portfolio of projects under
development representing a total capacity of 13.6 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. With more than 1,450
employees in 20 countries on 4 continents, Voltalia has the
capacity to act globally for its customers.Voltalia is listed on
the regulated market of Euronext Paris, compartment B (FR0011995588
– VLTSA) and is part of the EnterNext Tech 40, CAC Mid & Small
and Euronext Tech Leaders indices. The Group is also included in
the Gaïa-Index, an index for socially responsible midcaps. Voltalia
shares and PSRs are PEA eligible, under certain condiitons. |
VoltaliaInvestor Relations: invest@voltalia.comT. +33 (0)1 81 70 37
00 |
ActifinPress Contact: Loris
Daougabelldaougabel@actifin.fr. T. +33 6 59 01 36
64 |
Disclaimer
No communication and no information in respect
of Voltalia’s share capital increase with shareholders’
preferential subscription rights, may be distributed to the public
in any jurisdiction in which such registration or approval is
required. No action has been or will be undertaken outside of
France in any jurisdiction in which such actions would be required.
The issue, the exercise or the sale of preferential subscription
rights, and the subscription for or the purchase of new shares or
preferential subscription rights may be subject to specific legal
or regulatory restrictions in certain jurisdictions. Voltalia
assumes no responsibility for any violation of any such
restrictions by any person.
This announcement is an advertisement and not a
prospectus within the meaning of Regulation (EU) 2017/1129 of the
European Parliament and of the Council of 14 June 2017 (as amended,
the “Prospectus Regulation”).
With respect to the member States of the
European Economic Area, other than France (each, a
“Relevant Member State”), no action has been or
will be undertaken to make an offer to the public of the securities
requiring a publication of a prospectus in any relevant member
State. As a result, the preferential subscription rights and the
new shares may not and will not be offered except in accordance
with the exemptions set forth in Article 1(4) of the Prospectus
Regulation or under any other circumstances that do not require the
publication by Voltalia of a prospectus pursuant to Article 3 of
the Prospectus Regulation and/or to applicable regulations of that
Relevant Member State e.
This press release and the information it
contains are being distributed to and are only intended for persons
who are (x) outside the United Kingdom or (y) in the United Kingdom
who are qualified investors (as defined in the Prospectus
Regulation as it forms part of domestic law by virtue of the
European Union (Withdrawal) Act 2018) and are (i) investment
professionals falling within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotions) Order 2005, as
amended, (the “Order”), (ii) high net worth entities and other such
persons falling within Article 49(2)(a) to (d) of the Order (“high
net worth companies”, “unincorporated associations”, etc.) or (iii)
other persons to whom an invitation or inducement to participate in
investment activity (within the meaning of Section 21 of the
Financial Services and Market Act 2000) may otherwise lawfully be
communicated or caused to be communicated (all such persons in
(y)(i), (y)(ii) and (y)(iii) together being referred to as
“Relevant Persons”). Any invitation, offer or
agreement to subscribe, purchase or otherwise acquire securities to
which this press release relates will only be engaged with Relevant
Persons. Any person who is not a Relevant Person should not act or
rely on this press release or any of its contents.
This press release does not constitute or form a
part of any offer or solicitation to purchase or subscribe for
securities nor of any offer or solicitation to sell securities in
the United States of America. The preferential subscription rights
and the new shares of Voltalia have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the
“U.S. Securities Act”), and may not be offered or
sold, directly or indirectly, within the United States of America
except pursuant to an exemption from or in a transaction not
subject to, the registration requirements of the Securities Act.
Voltalia does not intend to register any portion of the proposed
offering in the United States of America nor to conduct an offering
of securities to the public in the United States of America.
The distribution of this document in certain
countries may constitute a breach of applicable law. The
information contained in this document does not constitute an offer
of securities for sale in the United States of America, Canada,
Australia or Japan.
This press release may not be published,
forwarded or distributed, directly or indirectly, in the United
States of America, Canada, Australia or Japan.
PROSPECTUS SUMMARY
Prospectud approved on
15 November 2022 by the Autorité
des marchés financiers
(« AMF ») under number
22-447
4
5
6
7
Section 1 – Introduction
Security name and ISIN (International
Securities Identification Number)Name of share
issuer: VOLTALIAISIN:
FR0011995588Identity and contact details of the issuer,
including its legal entity identifier
(LEI)Corporate name: Voltalia S.A. (the
“Company” and, collectively with all of its
consolidated subsidiaries, branches and equity interests, the
“Group”)Place of registration and
registration number: R.C.S. Paris
485 182 448LEI:
969500KE938Z79ZH1N44Identity and contact details of the
competent authority that approved the Prospectusthe French
financial markets authority—Autorité des marchés financiers (AMF) —
17 place de la Bourse, 75002 Paris, France.The Company’s Universal
Registration Document was filed with the AMF on 2 May 2022 under
number D.22-0410 and the first amendment to the Universal
Registration Document was filed with the AMF on 15 November
2022.Date of approval of Prospectus: 15 November
2022Notice to the reader: This summary should be
read as an introduction to the Prospectus. Any decision to invest
in the securities that are offered to the public or whose admission
to trading on a regulated market is requested must be based on a
comprehensive review of the Prospectus by the investor. The
investor could lose some or all of the amount invested in the
Company’s shares. If an action concerning the information contained
in the Prospectus is brought before a court, the plaintiff
investor, according to the national legislation of the Member
States of the European Union or parties to the Agreement on the
European Economic Area, may have to bear the costs of translating
the Prospectus before the commencement of the legal proceedings.
The persons who have submitted the summary, including any
translation thereof, shall not be liable unless the contents of the
summary are misleading, inaccurate or inconsistent when read in
combination with the other parts of the Prospectus or if they do
not provide, when read in combination with the other parts of the
Prospectus, the key information to help investors when they
consider investing in these securities.
Section 2 – Key issuer
information
2.1 Who is the issuer of the
securities?
|
- LEI: 969500KE938Z79ZH1N44
|
- Registered Office: 84, boulevard de
Sébastopol, 75003 Paris, France
|
- Applicable law: French law
|
- Legal form: joint-stock company with a
Board of Directors
(société anonyme à conseil d’administration) |
- Country of incorporation:
France
|
Main business
activitiesVoltalia is an active player in the renewable
energy market through two main business activities, energy sales
and services. The energy sales business comprises the production
and sale of the electricity generated from wind, solar,
hydroelectric, biomass plants and storage facilities that the Group
owns and operates. The electricity production is either sold to
public operators at prices set by regulations or defined in calls
for tenders or sold to public or private customers on the open
market, most often through long-term energy sales contracts,
Corporate PPA (CPPA). In 2021, Voltalia thus sold 4.1 TWh of
renewable electricity. Voltalia also provides services: the
development of new power plants, engineering and construction, and
operations & maintenance of commissioned power plants and
management of assets. Voltalia does this on its own behalf and that
of third parties (investors, power plant owners, etc.). Voltalia is
thus present throughout the power plant life cycle. A pioneer in
the market for services to service and manufacturing companies,
Voltalia offers a comprehensive range of services, including the
supply of green electricity (PPA) as well as energy efficiency
services and on-site decentralized production through its
subsidiary Helexia. As of 30 June 2022, Voltalia had a capacity in
operation and under construction of more than 2.1 GW. The
Group has a portfolio of projects under development representing a
total capacity of 13.6 GW as of 30 September 2022, of which
more than 0.9 GW is secured by long-term electricity sales
contracts.Share ownership as of the date of the
ProspectusAs of 31 October 2022, the Company’s share
capital amounted to €543,638,822.40, divided into 95,375,232 fully
subscribed and paid-up ordinary shares with a par value of €5.70.
Based on the information known to the Company as of 31 October
2022, the distribution of the share capital and voting rights was
as follows:
Shareholders |
On an undiluted basis |
On a diluted
basis(1) |
Number of shares |
% of share
capital |
Number of voting
rights(2) |
% of voting
rights |
Number of shares |
% of share
capital |
Number of voting
rights(2) |
% of voting
rights |
Voltalia Investissement(3) |
67,997,875 |
71.30% |
133,822,440 |
82.77% |
67,997,875 |
65.18% |
133,822,440 |
78.43% |
directly |
65,824,565 |
69,02% |
131,649,130 |
81.43% |
65,824,565 |
63,09% |
131,649,130 |
77.15% |
loaned shares(4) |
2,173,310 |
2,28% |
2,173,310 |
1.34% |
2,173,310 |
2,08% |
2,173,310 |
1.27% |
Proparco(4) |
2,386,323 |
2.50% |
2,386,323 |
1.48% |
2,386,323 |
2.29% |
2,386,323 |
1.40% |
EBRD(6) |
2,129,501 |
2.23% |
2,129,501 |
1.32% |
2,129,501 |
2.04% |
2,129,501 |
1.25% |
Treasury shares(7) |
239,928 |
0.25% |
239,928 |
0.15% |
239,928 |
0.23% |
239,928 |
0.14% |
Free float |
22,621,605 |
23.72% |
23,099,919 |
14.29% |
31,573,899 |
30.26% |
32,052,213 |
18.78% |
Total |
95,375,232 |
100.00% |
161,678,111 |
100.00% |
104,327,526 |
100.00% |
170,630,405 |
100.00% |
(1) In the event of the definitive vesting of all shares allocated
under the free share allocation plans and conversion into shares of
the Green OCEANEs (as defined below) based on a 1:1 conversion
ratio.(2) A double voting right is granted to all fully paid-up
shares which can be demonstrated to have been registered in the
name of the same shareholder for at least two consecutive years.(3)
As of 31 October 2022, 99.39% of Voltalia Investissement’s capital
was held by the Mulliez family (through AlterBiz (formerly Creadev
S.A.S) and CREA-FIVE SC, holding 99.01% and 0.38% respectively of
Voltalia Investissement’s capital), 0.34% by SOPARVOLTALIA, 0.24%
by Sébastien Clerc, 0.007% by Laurence Mulliez and 0.017% by
Company employees.(4) Shares loaned by Voltalia Investissement
under the stock borrow facility set up with the Borrowers as part
of the issue of Green OCEANEs (as defined below) (according to the
information provided by the Borrowers).(4) Société de Promotion et
de Participation pour la Coopération Economique.(6) European Bank
for Reconstruction and Development.(7) In July 2022, Voltalia
transferred 27,364 shares to the beneficiaries of the 2018-2021
free share allocation plan and 111,031 shares to the employees who
subscribed for shares under the second employee share purchase plan
launched on 7 June 2022. These two transactions were carried
out by drawing on the stock of treasury shares. Thus, as of
31 October 2022, the number of treasury shares is 239,928,
representing a book value of €4,625,811.84. |
As of 31 October 2022, the Company is
controlled by Voltalia Investissement, which holds 71.30% of the
share capital and 82.77% of the theoretical voting rights of
Voltalia (including the shares loaned by Voltalia Investissement
under the stock borrow facility). To the best knowledge of the
Company, Voltalia Investissement is the only shareholder to hold
more than 5% of the share capital and voting rights. Senior
executivesLaurence Mulliez, Chairwoman of the Company’s
Board of Directors.Sébastien Clerc, Chief Executive Officer of the
Company.Identity of the
auditorsMazars (Tour Exaltis, 61 rue
Henri-Regnault, 92075 Paris-La Défense Cedex, France), member of
the Compagnie des Commissaires aux Comptes de Versailles et du
Centre (Versailles and Centre institute of statutory auditors),
represented by Marc Biasibetti.Grant Thornton (29, rue du Pont,
92200 Neuilly-sur-Seine, France), member of the Compagnie des
Commissaires aux Comptes de Versailles et du Centre (Versailles and
Centre institute of statutory auditors), represented by Guillaume
Giné.2.2 What is the key financial information about the
issuer?The key financial information about the issuer is
presented below. There has been no material change since the date
of the last financial information.Selected financial
information from the consolidated income statement
In € million |
Year ended 31 December |
Change2021-2020 |
Change2020-2019 |
Half-year ended 30 June |
Change |
2021(1) |
2020(1) |
2019(1)(2) |
At current exchange rates |
At constant exchange
rates(3) |
At current exchange rates |
At constant exchange
rates(4) |
2022 |
2021(5) |
At current exchange rates |
At constant exchange
rates(6) |
Revenue(7) |
357.6 |
206.8 |
150.3 |
+73% |
+79% |
+38% |
+61% |
198.1 |
149.5 |
+32% |
+26% |
Normalised EBITDA(8) |
156.7 |
101.1 |
- |
+55% |
+62% |
- |
- |
51.0 |
36.3 |
+40% |
+40% |
EBITDA(9) |
137.6 |
97.4 |
65.1 |
+41% |
+49% |
+50% |
+88% |
47.4 |
34.1 |
+39% |
+27% |
Operating result (EBIT) |
61.9 |
43.7 |
35.6 |
+42% |
+52% |
+23% |
+73% |
15.6 |
(0.2) |
N/A |
N/A |
Net profit (Group share) |
(1.3) |
7.9 |
4.6 |
-117% |
-96% |
+71% |
X3.7 |
(4.6) |
(21.4) |
÷4.6 |
÷4.5 |
Earnings per share, Group share (in euros) |
|
Basic |
(0.0139) |
0.0834 |
0.0669 |
-117% |
-96% |
+25% |
x2.7 |
(0.0487) |
(0.2255) |
+78% |
+78% |
Diluted |
(0.0129) |
0.0830 |
0.0664 |
N/A |
N/A |
N/A |
N/A |
(0.0487) |
(0.2255) |
N/A |
N/A |
(1) The data presented as of 31 December 2021,
2020 and 2019 are published data which do not take into account the
2022 change in revenue presentation described in Note (5).(2) In
2020, some support services that were included in the “Eliminations
and Corporate” business in 2019 have been attached to the
businesses for which they provide a service. The 2019 comparable
has been adjusted as a result. (3) The average EUR/BRL exchange
rate used for the 2021 financial statements was 6.4 compared to 5.9
in 2020.(4) The average EUR/BRL exchange rate used for the 2020
financial statements was 5.89 compared to 4.4 in 2019.(5) Data
revised to reflect how income from disposals of property, plant and
equipment or intangible assets is presented in “Other current
income and expenses” as of 2022. Until 2021, Voltalia recorded the
income from disposals of assets in “Other Income” within the “Total
Income” item (renamed “Revenue” in 2022).(6) The average EUR/BRL
exchange rate used for the 2022 interim financial statements was
5.55 compared to 6.49 in H1 2021.(7) Until 2021, the Company
recorded the income from disposals of assets in “Other Income”
within the “Total Income” item (renamed “Revenue” in 2022). From
2022, the Group is recording income from disposals of property,
plant and equipment or intangible assets in “Other Current Income
and Expenses”, in accordance with IFRIC recommendations.(8)
“Normalised”: calculated with an average annual EUR/BRL exchange
rate of 6.3 and a long-term average wind, solar and hydroelectric
resource.(9) EBITDA corresponds to the result before “Other
non-current income and expenses”, “Allocations and reversals of
depreciation, amortisation and provisions”, financial interest
(“Net cost of the financing” and “Other financial income and
expenses”), “proportionate share of profit (loss) of equity
associates” and “Income tax and other taxes”.Selected
financial information from the consolidated balance
sheet
In € million |
Year ended 31 December |
Half year ended 30 June 2022 |
2021 |
2020 |
2019 |
Total Assets |
2,113.0 |
1,777.3 |
1,577.8 |
2,591.3 |
Total equity – Group share |
671.8 |
640.4 |
731.9 |
756.9 |
Financial debt(1) |
1,050.0 |
839.3 |
656.2 |
1,398.0 |
(1) Financial debt is the sum of current and
non-current financing.Selected financial information from
the consolidated cash flow statement
In € thousand |
Year ended 31 December |
Half-year ended 30 June |
2021 |
2020 |
2019 |
2022 |
2021 |
Net cash flow from operating activities |
131,819 |
86,082 |
47,900 |
4,004 |
13,188 |
Net cash flow from investing activities |
(286,062) |
(315,880) |
(248,212) |
(273,774) |
(117,150) |
Net cash flow from financing activities |
236,120 |
202,199 |
351,346 |
289,746 |
202,901 |
Closing cash and cash equivalents |
291,404 |
220,122 |
269,744 |
331,047 |
329,415 |
Main performance indicators
In € million |
Year ended 31 December |
Half-year ended 30 June |
2021 |
2020 |
2019 |
2022 |
2021 |
Net revenues(1) |
398.7 |
233.5 |
175.5 |
214.3 |
150.7 |
Normalised EBITDA(2) |
156.7 |
101.1 |
- |
51.0 |
36.3 |
EBITDA(3) |
137.6 |
97.4 |
65.1 |
47.4 |
34.1 |
EBITDA margin(4) |
34.5% |
41.7% |
37.1% |
22% |
23% |
(1) Revenues are net: they are broken down into
“Revenue” and “Other income”. Until 2021, Voltalia recorded the
income from disposals of assets in “Other Income” within the “Total
Income” item (renamed “Revenue” in 2022). In June 2020, the IFRIC
published a clarification prohibiting disposals of intangible
assets being classified as such. From 2022, the Company is
recording income from disposals of property, plant and equipment or
intangible assets in “Other Current Income and Expenses”. The data
presented for the years ended 31 December 2020 and 2019 have not
been restated for this change.(2) “Normalised”: calculated with an
average annual EUR/BRL exchange rate of 6.3 and a long-term average
wind, solar and hydroelectric resource.(3) EBITDA corresponds to
the result before “Other non-current income and expenses”,
“Allocations and reversals of depreciation, amortisation and
provisions”, financial interest (“Net cost of the financing” and
“Other financial income and expenses”), “proportionate share of
profit (loss) of equity associates” and “Income tax and other
taxes”.(4) The EBITDA margin is the ratio of EBITDA to net
revenues.Financial information for the third quarter
2022Revenues for the nine first months of 2022 amount to
€349.5 million, up +39% (+31% at constant exchange rates). Revenues
for the third quarter of 2022 are €135.3 million, up +33% (+25% at
constant exchange rates). Energy Sales and Services (after
eliminations) contributed 55% and 45% of the quarter’s revenues
respectively.Group projections for the 2023 financial
yearIn 2023, the Group expects to achieve a normalised
EBITDA8 in the range of €275 million to €300 million,
compared to a normalised EBITDA of €156.7 million and an
EBITDA of €137.6 million as of 31 December 2021. The
Group’s target of 2.6 GW of installed capacity in operation and
under construction, which it had planned to achieve by the end of
2023, will be reached by the end of 2022, one year ahead of
schedule. As of 28 September 2022, Voltalia has 2.4 GW of installed
capacity in operation and under construction, with a further
capacity of around 0.2 GW to be launched by the end of
2022.2027 objectivesBy 2027, the Group aims to
have:
- more than 5 GW of owned
capacity in operation and under construction by the end of 2027,
i.e. a more than 2.9-fold increase compared to the end of
2021;
- more than 8 GW capacity
operated on behalf of third-party customers by the end of 2027,
i.e. a more than 3.3-fold increase compared to the end of
2021;
- a normalised EBITDA9 of
approximately €475 million in 2027 (compared to a normalised
EBITDA of €156.7 million for the year ended 31 December
2021), i.e. a more than 3-fold increase compared to an EBITDA of
€137.6 million for the year ended 31 December 2021;
- a level of CO2 equivalent avoided
amounting to more than 4 million tonnes in 2027, i.e. a more
than 2.8-fold increase compared to the end of 2021.
The amount of investments required in order to
achieve its new ambitions set for 2027 should be between
€2.5 billion and €3 billion.
2.3 What are the risks specific to the
issuer?An investment in the Company’s securities entails
many risks and uncertainties related to the Group’s activities that
may result in the investors losing some or all of their investment,
including the risks described below. The net risk level shown is
assessed on a scale of 1 to 4 after control measures have been
taken into account (4 being the highest).
- risks associated with the business
activity and the energy sector:
- Risks related to the Construction
business (level 3). The construction of projects covers an average
period of 12 to 24 months and is conditional upon obtaining
operating licences and construction permits. Consequently, these
Construction activities can be subject to varying delays. The Group
can also be exposed to external risks: (i) regulatory changes, (ii)
weather during the construction phase; (iii) price increases for
essential equipment (notably turbines, solar panels or others)
mainly due to raw material price increases, (iv) any delays by the
Group’s main suppliers or contractors or non-compliance of these
components and equipment with the Group’s requirements in terms of
quality and social and environmental responsibility.
- Risks related to project
development (level 2). The development business involves some
uncertainty as to the viability of the projects developed, whether
for the Group or on behalf of a customer. The time required to
develop a power plant project is between two and eight years.
Voltalia may incur significant expenses with respect to these
elements prior to the commencement of construction and/or the
industrial commissioning of the power plants. The success of the
development phase relies on meeting a number of conditions. If the
latter are not met, the viability of the project, and therefore its
capacity to generate future revenues, are threatened.
- Risks related to growth and
expansion into new regions (level 2). The Group may experience
difficulties in penetrating new markets or may misjudge the
potential of a region considered by the Group.
- Environmental, social and
governance risks:
- Risks related to natural hazards
(level 2). Due to the different geographical locations of its
sites, the Group is exposed to natural hazards such as earthquakes,
landslides, tsunamis, extreme droughts or decreasing wind strength.
Voltalia may temporarily not be able to implement its services in
accordance with the terms of the contracts.
- Risk of breach of business ethics
and CSR commitments (level 2). Voltalia’s activities and locations
expose it to non-financial risks with regard to: (i) breach of
business ethics, corruption and fraud, (ii) non-preservation of the
environment and natural resources, (iii) non-attraction or
non-retention of talent, (iv) social unacceptability of
projects.
- Legal and regulatory risks:
- Country risk and risks related to
regulatory changes (level 2). Voltalia operates in a highly
regulated environment in 20 countries around the world. This
diversity exposes it to risks related to the macroeconomic,
political and regulatory conditions in each of these
countries.
- Financial risks:
- Risk of access to financing (level
1). Voltalia’s growth model consists of developing power plant
projects financed by successive capital increases and project
financing (bridge loans and long-term debt) and corporate debt and,
progressively, by a part of the cash flow generated by the power
plants in operation and the service activities. Although the Group
does not anticipate any particular difficulties at this stage, it
cannot rule out the possibility that economic difficulties may make
it more difficult to access this financing.
Section 3 – Key securities
information
3.1 What are the main characteristics of
the securities?Nature and class of securities
issuedThe new shares (the “New Shares”)
to be issued as part of the capital increase with shareholders’
preferential subscription rights described in the Prospectus (the
“Capital Increase”) and for which admission to
trading on the regulated market of Euronext Paris
(“Euronext Paris”) is requested are ordinary
shares of the same class as the Company’s existing shares (the
Existing Shares). The New Shares will be admitted
to trading on Euronext Paris upon issue. They will be immediately
fungible with the Existing Shares of the Company, already traded on
Euronext Paris (Compartment A), and will be negotiable, as from
such date, on the same quotation line as those shares under the
same ISIN code: FR0011995588.Currency,
name and number of securities issued
Currency: EuroName of share issuer:
VoltaliaAs of the date of the Prospectus, the share capital of the
Company amounted to €543,638,822.40. It is divided into 95,375,232
shares each with a par value of €5.70, all of the same class and
fully paid-up.The issue includes 35,765,712 New Shares at a unit
price of €13.70, of which €5.70 par value and €8,00 issue premium
each, to be fully paid up upon subscription.Rights attached
to the sharesThe New Shares will, upon issue, be subject
to all the provisions of the Company’s articles of association and
the applicable laws and regulations. Under current French law and
the articles of association of the Company, the principal rights
attached to the New Shares of the Company are as follows: (i) the
right to dividends and the right to participate in the earnings of
the Company, (ii) voting rights (it being specified that a double
voting right is conferred on shares for which proof is provided
that they have been registered for at least two years in the name
of the same shareholder), (iii) preferential subscription rights to
subscribe for securities of the same class, (iv) the right of
shareholders to be informed, and (v) the right to participate in
any wind-up bonus in case of liquidation.Relative rank of
securities in the issuer’s share capital structure in the event of
insolvencyNot applicable.Restriction on the free
transferability of the sharesNo clause of the articles of
association limits the free transferability of the shares
comprising the share capital of the Company.Dividend
policyThe Company has not distributed any dividends in the
past three financial years. Voltalia does not plan to distribute a
dividend in the short term or within the time frame of its 2027
strategic plan, but may consider a longer-term distribution policy
in line with its growth trajectory, financial profile and financing
needs.3.2 Where will the securities be traded?The
New Shares will be the subject of an application for admission to
trading on Euronext Paris, as soon as they are issued, on 7
December 2022 according to the indicative timetable, on the same
quotation line as the Existing Shares of the Company (ISIN code
FR0011995588). No further application for admission to trading on a
regulated market has been made by the Company.3.3 Are the
securities backed by a guarantee?The issue of the New
Shares is subject to an agency agreement (contrat de direction).
The Capital Increase will not be subject to an underwriting
agreement or a guarantee agreement. However, as of the date of the
Prospectus, the Company has the Subscription Commitments described
below.3.4 What are the main risks specific to the
securities?The main risk factors relating to the New
Shares are described below (the risk factors considered most
significant are marked by an asterisk):
- the market for preferential
subscription rights may offer only limited liquidity and be subject
to high volatility; (*)
- shareholders who do not exercise
their preferential subscription rights may see their stake in the
Company’s share capital diluted (for information purposes, a
shareholder holding 1% of the Company’s share capital as of
15 November 2022, and not participating in the Capital
Increase, would hold 0,73% (on an undiluted basis) after the
Capital Increase); (*)
- the market price of the Company’s
shares may fluctuate and fall below the issue price of the shares
issued upon exercise of the preferential subscription rights;
(*)
- sales of the Company’s shares or
preferential subscription rights may occur on the market during the
rights trading period or during or after the share subscription
period and may have an adverse effect on the market price of the
Company’s shares or the value of the preferential subscription
rights; (*)
- in the event of a decrease in the
market price of the Company’s shares, the value of the preferential
subscription rights may decrease;
- the Company’s main shareholder,
Voltalia Investissement, will continue to hold a significant
percentage of the capital and could therefore influence the
activities or decisions taken by the Company. Furthermore, as a
result of its subscription commitment, Voltalia Investissement
could see its stake in the Company’s share capital increase;
- the issue of the New Shares is not
subject to an underwriting agreement. The Capital Increase would be
cancelled if the amount of subscriptions that the Company receives
represents less than three-quarters of the decided issue.
Section 4 – Key information on the
offering of securities to the public and/or admitting them for
trading on a regulated market
4.1 Under what conditions and what
schedule can I invest in this security?Structure
of the issue – Capital increase with preferential subscription
rights: the New Shares are issued by way of a share
capital increase with preferential subscription rights in
accordance with the twentieth resolution adopted by the combined
shareholders’ meeting of 19 May 2021.Number of New Shares
to be issued: 35,765,712 New Shares.Amount of the
issue: the total amount of the issue, including the issue
premium, is €489,990,254.40 (of which €203,864,558.40 par value and
€286,125,696.00 issue premium)New Shares subscription
price: €13.70 per New Share (i.e. €5.70 par value and
€8.00 issue premium), to be fully paid up at the time of
subscription, by payment in cash.Based on the Voltalia share
closing price on the trading day preceding the date of approval of
the Prospectus by the AMF, i.e. €18.96: (i) the New Shares issue
price of €13.70 shows a face-value discount of 27,74%, (ii) the
theoretical value of the preferential subscription right amounts to
€1.435, (iii) the theoretical value of the ex-rights share is
€17.525, and (iv) the New Shares issue price shows a discount of
21.83% on the theoretical value of the ex-rights share. These
values do not prejudge the value of the preferential subscription
right during the rights trading period or the value of the
ex-rights share, or the discounts, as they will be recorded on the
market.Preferential subscription rights: the
subscription of the New Shares will be reserved, by preference (i)
to the holders of Existing Shares recorded in their securities
account at the end of the accounting entry day of 16 November 2022,
according to the indicative timetable, who will be granted
preferential subscription rights on 17 November 2022, on the basis
of one preferential subscription right per Existing Share, and (ii)
to the transferees of the preferential subscription rights.Holders
of preferential subscription rights will be able to subscribe from
21 November 2022 until the end of the subscription period, i.e.
until 30 November 2022 inclusive, by exercising their preferential
subscription rights (i) on an irreducible basis, on the basis of 3
New Shares for 8 Existing Shares held, without any fractional
allocation of New Shares resulting from such exercise, and (ii) on
a reducible basis, for the number of New Shares that they would
like in addition to the number of New Shares to which they would be
entitled as a result of the exercise of their rights on an
irreducible basis. It being specified that only the New Shares
remaining unsubscribed following the subscriptions on an
irreducible basis will be allocated to the subscribers on a
reducible basis, within the limit of their requests and in
proportion to the number of Existing Shares whose rights will have
been used to support their irreducible subscriptions, without
resulting in the allocation of a fraction of a New Share.
Fractional preferential subscription rights may be sold on Euronext
Paris during the trading period of the preferential subscription
rights.Detachment and listing of preferential subscription
rights: the preferential subscription rights will be
detached from the Existing Shares on 17 November 2022 and
negotiable on Euronext Paris until the end of the rights trading
period, i.e. up to and including 28 November 2022, according
to the indicative timetable, under ISIN code FR001400DV53.
Accordingly, the Existing Shares will be traded ex-right from 17
November 2022 according to the indicative
timetable.Preferential subscription rights detached from
treasury shares: the Company will sell, before the end of
the trading period of the preferential subscription rights, i.e.
before 28 November 2022 inclusive, the preferential
subscription rights detached from the treasury shares, i.e. 239,928
shares representing 0.25% of the share capital as of
31 October 2022, under the conditions set out in Article
L.225-210 of the French Commercial Code.Procedure for
exercising preferential subscription rights: to exercise
their preferential subscription rights, holders will have to make
the request to their authorized financial intermediary at any time
between 21 November 2022 and 30 November 2022 inclusive, according
to the indicative timetable, and pay the corresponding issue price.
Preferential subscription rights that have not been exercised by
the end of the subscription period, i.e. 30 November 2022 at market
close, according to the indicative timetable, will automatically
lapse.Dividends rights of the New Shares: New
Shares will carry all rights and give entitlement to all
distributions made by the Company from the date of their
issue.Preservation of the rights of holders of free
shares: no preferential subscription rights are likely to
be granted to the beneficiaries of the Group’s free share
allocation plans that are still in vesting period, except in the
event of death, in which case the assignees of the beneficiaries
who would be allocated shares before 16 November 2022 will
receive shares with preferential subscription rights. The rights of
holders of free shares allocated plans decided on 26 September
2018, 25 October 2019, 21 July 2021, 15 December
2021 and 26 July 2022, will be preserved in accordance with legal
and regulatory provisions and with stipulations of their respective
conditions or plans.Preservation of the rights of holders
of Green OCEANEs: the Green OCEANEs, in view of their
terms, may not give rise to the delivery of shares allowing
participation in the Capital Increase. The rights of holders of
these securities will be preserved in accordance with legal and
regulatory provisions and with the terms and conditions of the
Green OCEANEs.Revocation of orders: subscription
orders may not be revoked.Subscription commitments and
intentions of the Company’s main shareholders or members of its
administrative or management bodies or of any person who intends to
subscribe for more than 5% of the New Shares:As of the
date of the Prospectus, the Company has subscription commitments
(the “Subscription Commitments”), on an
irreducible basis, for a total amount of €357,454,262.40,
representing approximately 72,95% of the Capital Increase, based on
a subscription price of €13.70 per New Share, of which:
- Voltalia Investissement, which
held, on 31 October 2022, 71.30% of the share capital and 82.77% of
the voting rights of the Company10, has irrevocably undertaken to:
- place an irreducible subscription
order for approximately 69,02% of the Capital Increase by
exercising the preferential subscription rights attached to the
65,824,565 shares held directly by Voltalia Investissement for an
amount of €338,173,690.70 corresponding to the subscription of
24,684,211 New Shares; and
- procure for the placement of an
irreducible subscription order by exercising the preferential
subscription rights attached to 1,366,590 shares loaned by Voltalia
Investissement under the stock borrow facility set up with the
Borrowers and still held by the Borrowers, i.e. 1,366,590 shares as
of 14 November 2022, for an amount of €7,020,852.70 corresponding
to the subscription of 512,471 New Shares, i.e., approximately
1.43% of the Capital Increase11;
i.e. a total commitment of approximately 70.45%
of the Capital Increase;
- Société de Promotion et de
Participation pour la Coopération Economique (the French
Development Finance Institution, or “Proparco”),
which held, as of 31 October 2022, 2.50% of the share capital
and 1.48% of the voting rights of the Company, has made an
irrevocable commitment to place an irreducible subscription order
for approximately 2.5% of the Capital Increase by exercising the
preferential subscription rights attached to the 2,386,323 shares
held directly by Proparco for an amount of €12,259,719.00
corresponding to the subscription of 894,870 New Shares.
Furthermore, the corporate officers of the
Company mentioned below have each indicated their intention to
exercise all the preferential subscription rights attached to the
shares they hold and to subscribe to the Capital Increase: Laurence
Mulliez, Chairman of the Board of Directors, for an amount of
approximately €57,000, The Green Option, director, for an amount of
approximately €100,000 and Sébastien Clerc, Chief Executive
Officer, for an amount of approximately €190,000.As of the date of
the Prospectus, the Company was not aware of any subscription
intentions of Company shareholders or of members of the
administrative bodies other than those mentioned
above.Countries in which the offer will be open to the
public: the offer will only be open to the public in
France.Restrictions applicable to the offer: the
distribution of the Prospectus, the exercise of preferential
subscription rights or the sale of shares or preferential
subscription rights, as well as the subscription of New Shares can,
in some countries, including the United States, the United Kingdom,
Canada, Australia and Japan, be subject to specific
regulations.Financial intermediaries:Administered
registered or bearer shareholders: subscriptions for New Shares and
payments of funds by subscribers will be received until 30 November
2022 inclusive by their custodian financial intermediaries.Directly
registered shareholders: subscriptions for New Shares and payments
of funds by subscribers will be received by BNP Paribas at the
latest on 30 November 2022 at 12 p.m.Centralizing agent in
charge of establishing the certificate of deposit of the funds
recording the Capital Increase: BNP Paribas.Joint Global
Coordinators, Joint-Lead Managers and Joint Bookrunners: BNP
Paribas, Goldman Sachs Bank Europe SE, Banco Santander, S.A.,
Crédit Agricole Corporate and Investment Bank and
Natixis.Structuring Agents: BNP Paribas and Goldman Sachs Bank
Europe SE.Co-Lead Managers: CIC and PortzamparcSettlement
and delivery of the New Shares: according to the
indicative timetable, it is expected that the New Shares will be
registered in a securities account and negotiable as from 7
December 2022. A request will be made for the New Shares to be
admitted for transactions through Euroclear France, which will
carry out the settlement and delivery of the shares between
custodians.Indicative timetable:
15 November 2022 |
Amendment of the Universal Registration Document submitted to the
AMF – Approval of the Prospectus by the AMF – Signature of the
agency agreement (contrat de direction). |
16 November 2022 |
Distribution of a Company press release announcing the approval of
the Prospectus by the AMF and describing the main characteristics
of the Capital Increase and the modalities by which the Prospectus
is made available.Distribution by Euronext Paris S.A. of a Capital
Increase notice announcing the listing of the preferential
subscription rights. |
|
Publication of a notice in the BALO (bulletin of mandatory legal
notices—Bulletin des annonces légales obligatoires) relating to the
information provided to beneficiaries of the plans allocating free
shares and Green OCEANEs issued by the Company. |
17 November 2022 |
Detachment of the preferential subscription rights and opening of
the trading period of the preferential subscription rights on
Euronext Paris. |
21 November 2022 |
Opening of the subscription period of the Capital Increase. |
28 November 2022 |
Closing of the trading period of the preferential subscription
rights. |
30 November 2022 |
Last day of settlement and delivery of the preferential
subscription rights – Closing of the subscription period of the
Capital Increase. |
5 December 2022 |
Publication of a press release by the Company announcing the result
of the subscriptions for the Capital Increase – Publication by
Euronext Paris S.A. of the notice of admission of the New Shares,
indicating the definitive amount of the Capital Increase and the
allocation scale for subscriptions on a reducible basis. |
7 December 2022 |
Issue of New Shares – Settlement and delivery of the Capital
Increase – Admission of the New Shares to trading on Euronext
Paris. |
The public will be informed of any modification
of the above indicative timetable via a press release published by
the Company and put online on its website and a notice communicated
by Euronext Paris S.A.Amount and percentage of dilution
resulting directly from the offerTheoretical impact of the
Capital Increase on the equity share and position of the
shareholder: for information purposes, the theoretical impact of
the issue of New Shares on the Group share of consolidated equity,
per share (calculations based on the Group share of consolidated
equity as recorded in the interim consolidated accounts as of
30 June 2022 and the number of shares making up the Company’s
share capital as of that date, after deducting treasury shares),
and the capital stake of a shareholder holding 1% of the Company’s
share capital before the Capital Increase and not subscribing for
it (calculations made on the basis of the number of shares making
up the Company’s share capital as of the date of the Prospectus),
after deducting the total remuneration of financial intermediaries
and legal and administrative fees, would be as follows:
|
Share of equity, per share (in
€) |
Equity stake |
|
Undiluted basis |
Diluted
basis(1) |
Undiluted basis |
Diluted
basis(1) |
Before issue of New Shares |
7.956 |
9.674 |
1 % |
0.91 % |
After issue of 26,824,284 New Shares (75% subscription) |
9.211 |
10.491 |
0.78 % |
0.73 % |
After issue of 35,765,712 New Shares (100% subscription)(2) |
9.490 |
10.670 |
0.73 % |
0.68 % |
(1) In the event of the definitive vesting of all shares allocated
under the free share allocation plans and conversion of Green
OCEANEs into shares based on a 1:1 conversion ratio.(2) Taking into
account the transfer by the Company of all preferential
subscription rights attached to treasury shares. |
Indicative breakdown of the capital and
voting rights following the issue of the New Shares: on
the basis of the number of shares outstanding as of the date of the
Prospectus and information provided to the Company about the
breakdown of its shareholding structure as of the date of the
Prospectus and the Subscription Commitments, and using the
assumption that the Capital Increase is subscribed for 100% of the
issue, the breakdown of the shareholding structure of the Company
would be as follows:
Shareholders |
On an undiluted basis |
On a diluted
basis(1) |
Number of shares |
% of share
capital |
Number of voting
rights(2) |
% of voting
rights |
Number of shares |
% of share
capital |
Number of voting
rights(2) |
% of voting
rights |
Voltalia Investissement(3)(4) |
93,497,077 |
71.30 % |
159,321,642 |
80.69 % |
93,497,077 |
66.74 % |
159,321,642 |
77.19 % |
Proparco |
3,281,193 |
2.50 % |
3,281,193 |
1.66 % |
3,281,193 |
2.34 % |
3,281,193 |
1.59 % |
EBRD |
2,129,501 |
1.62 % |
2,129,501 |
1.08 % |
2,129,501 |
1.52 % |
2,129,501 |
1.03 % |
Treasury shares |
239,928 |
0.18 % |
239,928 |
0.12 % |
239,928 |
0.17 % |
239,928 |
0.12 % |
Free float |
31,993,245 |
24.40 % |
32,471,559 |
16.45 % |
40,945,539 |
29.23 % |
41,423,853 |
20.07 % |
Total |
131,140,944 |
100.00 % |
197,443,823 |
100.00 % |
140,093,238 |
100.00 % |
206,396,117 |
100.00 % |
(1) In the event of the definitive vesting of all shares allocated
under the free share allocation plans and conversion of Green
OCEANEs into shares based on a 1:1 conversion ratio.(2) A double
voting right is granted to all fully paid-up shares which can be
demonstrated to have been registered in the name of the same
shareholder for at least two consecutive years.(3) As of 31 October
2022, 99.39% of Voltalia Investissement’s capital was held by the
Mulliez family (through AlterBiz (formerly Creadev S.A.S) and
CREA-FIVE SC, holding 99.01% and 0.38% respectively of Voltalia
Investissement’s capital), 0.34% by SOPARVOLTALIA, 0.24% by
Sébastien Clerc, 0.007% by Laurence Mulliez and 0.017% by Company
employees.(4) Including 2,173,310 shares loaned by Voltalia
Investissement under the stock borrow facility set up with the
Borrowers as part of the issue of Green OCEANEs (according to the
information provided by the Borrowers). See also the description of
Voltalia Investissement’s subscription commitment above. |
On the basis of the number of shares outstanding
as of the date of the Prospectus and information provided to the
Company about the breakdown of its shareholding structure as of the
date of the Prospectus and the Subscription Commitments, and using
the assumption that the Capital Increase is subscribed for 75% of
the issue, the breakdown of the shareholding structure of the
Company would be as follows:
Shareholders |
On an undiluted basis |
On a diluted
basis(1) |
Number of shares |
% of share
capital |
Number of voting
rights(2) |
% of voting
rights |
Number of shares |
% of share
capital |
Number of voting
rights(2) |
% of voting
rights |
Voltalia Investissement(3)(4) |
93,497,077 |
76.51 % |
159,321,642 |
84.52 % |
93,497,077 |
71.29 % |
159,321,642 |
80.69 % |
Proparco |
3,281,193 |
2.69 % |
3,281,193 |
1.74 % |
3,281,193 |
2.50 % |
3,281,193 |
1.66 % |
EBRD |
2,129,501 |
1.74 % |
2,129,501 |
1.13 % |
2,129,501 |
1.62 % |
2,129,501 |
1.08 % |
Treasury shares |
239,928 |
0.20 % |
239,928 |
0.13 % |
239,928 |
0.18 % |
239,928 |
0.12 % |
Free float |
23,051,817 |
18.86 % |
23,530,131 |
12.48 % |
32,004,111 |
24.40 % |
32,482,425 |
16.45 % |
Total |
122,199,516 |
100.00 % |
188,502,395 |
100.00 % |
131,151,810 |
100.00 % |
197,454,689 |
100.00 % |
(1) In the event of the definitive vesting of all shares allocated
under the free share allocation plans and conversion of Green
OCEANEs into shares based on a 1:1 conversion ratio.(2) A double
voting right is granted to all fully paid-up shares which can be
demonstrated to have been registered in the name of the same
shareholder for at least two consecutive years.(3) As of 31 October
2022, 99.39% of Voltalia Investissement’s capital was held by the
Mulliez family (through AlterBiz (formerly Creadev S.A.S) and
CREA-FIVE SC, holding 99.01% and 0.38% respectively of Voltalia
Investissement’s capital), 0.34% by SOPARVOLTALIA, 0.24% by
Sébastien Clerc, 0.007% by Laurence Mulliez and 0.017% by Company
employees.(4) Including 2,173,310 shares loaned by Voltalia
Investissement under the stock borrow facility set up with the
Borrowers as part of the issue of Green OCEANEs (according to the
information provided by the Borrowers). |
Estimate of the total expenditure
related to the offer: for indicative purposes, the
expenditure related to the Capital Increase (remuneration of
financial intermediaries and legal and administrative costs) to be
borne by the Company is estimated at approximately
€4.7 million.Expenses billed to the investor by the
Company: not applicable.4.2 Why was this
prospectus prepared?Use and net estimated amount
of the proceeds: The net proceeds from the Capital
Increase, if it is carried out at 100%, is estimated at around
€485.3 million.The issue of New Shares is intended to provide the
Company with additional means to finance its target of a
consolidated capacity in operation or under construction of at
least 5.0 GW by 2027, for which the Company estimates that the
amount of investment required is between €2.5 billion and €3
billion. In this respect, the Company plans to allocate at least
€450 million of the funds raised to the construction of its
new production capacity by 2027.The balance of the funds raised
will be used to finance (i) the Company’s growth in services in
order to reach its objective of operating and maintaining more than
8 GW of power plants on behalf of third parties and (ii) possible
targeted acquisitions, in particular to strengthen the Company’s
presence in its new geographical areas in Africa, Latin America or
Europe.If the Capital Increase is at least 75% completed, the
Company considers that it will have access to additional sources of
financing that will enable it to pursue its development and
especially to maintain its objective of a consolidated capacity of
more than 5.0 GW in operation or under construction as of the
end of 2027. If the Capital Increase is not completed, the Company
will study other equity and/or debt financing options to finance
its 2027 ambitions, it being specified that its 2023 operational
objectives have already been financed.Underwriting and
placement: the Capital Increase will not be the subject of
an underwriting agreement or guarantee agreement. Nevertheless the
Capital Increase will be subject to Subscription Commitments, on an
irreducible basis, of 72.95% of the total amount of the offer. The
issue of the New Shares is subject to an agency agreement concluded
on 15 November 2022 between the Company, BNP Paribas and Goldman
Sachs Bank Europe SE as structuring agents and joint global
coordinators, joint-lead managers and joint bookrunners, Banco
Santander, S.A., Crédit Agricole Corporate and Investment Bank and
Natixis (together, the “Joint Global Coordinators,
Joint-Lead Managers and Joint Bookrunners”), as well as
CIC and Portzamparc as co-lead managers (together with the Joint
Global Coordinators, Joint-Lead Managers and Joint Bookrunners, the
“Managers”). This agreement may be terminated at
any time by the Joint Global Coordinators, Joint-Lead Managers and
Joint Bookrunners, on behalf of the Managers, up to (and including)
the settlement and delivery date, subject to certain conditions and
circumstances.Main conflicts of interest related to the
offer: the Managers and/or some of their affiliates have
rendered and/or may render in the future various banking,
financial, investment, commercial or other services to the Company
or to the companies of the Group, their shareholders, affiliates or
corporate officers, for which they have received or may receive
remuneration. In this respect, BNP Paribas and Crédit Agricole
Corporate and Investment Bank are acting as Bookrunners and
Mandated Lead Arrangers, and Natixis is acting as Mandated Lead
Arranger for the €200 million syndicated credit facility,
extensible to €250 million, entered into by the Company on 14
November 2022. In addition, Alain Papiasse, an executive of the BNP
Paribas Group, is also an independent director of the Company. The
subscription intentions and the Subscription Commitments of members
of the Board of Directors or shareholders of the Company are listed
above.Person or entity offering to sell shares:
the preferential subscription rights detached from the Company’s
treasury shares will be sold on the market before the end of the
trading period of the preferential subscription rights under the
conditions of Article L.225-210 of the French Commercial
Code.Lock-up commitment by the
Company: from the date of signature of
the agency agreement and up to 180 calendar days following the
settlement and delivery date of the New Shares, subject to certain
usual exceptions.Lock-up commitment by
Voltalia
Investissement: from the date of
the Prospectus and up to 180 calendar days following the settlement
and delivery date of the New Shares, subject to certain usual
exceptions.Lock-up commitment by
Proparco: from the date of the
Prospectus and up to 180 calendar days following the settlement and
delivery date of the New Shares, subject to certain usual
exceptions.
1 Subscriptions for New Shares and subscription
payments shall be received by BNP Paribas no later than 30 November
2022 at 12 p.m. for registered shareholders.2 The “normalised”
EBITDA is calculated on the basis of a EUR/BRL exchange rate of
1:5.5 and a generation potential equal to the long-term average.3
The shares loaned by the Borrowers to third-party investors will
either be the subject of a subscription for New Shares or the
delivery of existing shares, such that the transaction will be
neutral for Voltalia Investissement, which will hold, directly and
indirectly, after the completion of the Capital Increase with PSRs,
a number of shares corresponding to the shares that it would have
been able to subscribe for on an irreducible basis if the share
loan arrangement mechanism had not been put in
place.45678“Normalised” means calculated with an average annual
EUR/BRL exchange rate of 6.3 and a long-term average wind, solar
and hydroelectric resource.9The “normalised” EBITDA is calculated
on the basis of a EUR/BRL exchange rate of 1:5.5 and a generation
potential equal to the long-term average.10 Namely, 65,824,565
shares held directly and 2,173,310 shares loaned by Voltalia
Investissement to BNP Paribas Arbitrage SNC, Goldman Sachs Bank
Europe SE and Natixis (the “Borrowers”) under the
stock borrow facility set up as part of the issue on
13 January 2021 of green bonds convertible into and/or
exchangeable for new and/or existing shares of the Company, as
supplemented by the issue of fully fungible Green OCEANEs on
29 July 2022 (together the “Green
OCEANEs”).11 The shares loaned by the Borrowers to
third-party investors will be the subject of a subscription for New
Shares or the delivery of existing shares, such that the
transaction will be neutral for Voltalia Investissement, which will
hold after the completion of the Capital Increase, directly and
indirectly pursuant to the stock borrow facility set up with the
Borrowers, a number of shares corresponding to the shares that it
would have been able to subscribe for on an irreducible basis if
the stock borrow facility mechanism had not been put in place.
- 2022.11.16_Voltalia_Rights Issue_Launch vDef
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