Voltalia announces the success of its approximately 490 million
euros capital increase with preferential subscription rights
- The gross final
amount of the capital increase (including the issue premium) is
489,990,254.40 euros and results in the issuance of 35,765,712 new
shares
- The capital
increase has been the subject of a total demand of 40,280,324
shares, i.e. a subscription rate of 112.62% (including 98.71% on an
irreducible basis)
- Voltalia's
market capitalisation is 2,350 million euros on an undiluted basis
following the creation of 35,765,712 new shares, based on a closing
price of 17.92 euros as of 2 December 2022
- Following their
subscriptions, Voltalia Investissement, Voltalia’s reference
shareholder, holds 71.30%1 of the share capital of Voltalia and
Proparco holds 2.50%
- The free float,
on an undiluted basis, amounts to 573 million euros as of 2
December 2022 compared to 427 million euros on the eve of the
capital increase and represents 24.40% of the share capital
compared to 23.72% before the capital increase
- The net proceeds
of the Capital Increase with PSRs are 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 investment required is between 2.5 and 3 billion
euros.
Voltalia (the "Company")
announces today the success of its capital increase in cash with
preferential subscription rights (“PSR”) in a
gross amount of approximately 490 million euros (the
“Capital Increase with PSRs”). The Capital
Increase with PSRs will result in 35,765,712 new shares being
issued (the “New Shares”), at a subscription price
of 13.70 euros per share.
“I sincerely thank, on behalf of all Voltalia
employees, the numerous shareholders who have shown their support
by participating in this capital increase and contributing to its
success. This strong mobilization motivates us even more to commit
ourselves to pursue the mission that drives us on a daily basis to
improve the global environment by promoting local development. The
funds raised will enable us to accelerate our strategic roadmap
with a view to achieve the ambitions we have set ourselves for
2027. Faced with the challenges of climate emergency and energy
independence which have become crucial in the context of an
unprecedented energy crisis in Europe in particular, Voltalia's
teams are responding by providing concrete and realistic solutions
to build a more sustainable world. This is the cornerstone to our
success. ” says Sébastien Clerc, CEO of
Voltalia.
***
Reasons for the Capital Increase with
PSRs
The issue of the 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 considers that the
amount of investment 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.
Results of the Capital Increase
with PSRs
The gross amount of the Capital Increase with
PSRs (including the issue premium) is 489,990,254.40 euros and
results in the issue of 35,765,712 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).
Following the subscription period which ended 30
November 2022, total demand amounted to 40,280,324 shares,
representing a subscription rate of 112.62%.
- 35,304,924 New
Shares have been subscribed on an irreducible basis and represent
approximately 98.71% of the New Shares to be issued;
- Demand on a
reducible basis represented 4,975,400 New Shares and will therefore
only be partially allocated, 460,788 New Shares being allocated
according to a coefficient of 0.06254025 calculated on the basis of
the number of PSRs underlying subscriptions made on an irreducible
basis without it resulting in an allocation of fractions of New
Shares and without the allocation of more shares than the number of
New Shares requested on a reducible basis.
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
As of the date of the launch of the Capital
Increase with PSRs, the Company had 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.
-
Voltalia
Investissement, which held on 31
October 2022, 71.30% of the capital and 82.77% of the voting rights
of the Company, has subscribed directly and indirectly to
25,196,682 New Shares for a total amount of 345,194,543.40
euros.
- 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
subscribed to 894,870 New Shares for a total amount of 12,259,719
euros.
In addition, the corporate officers of the
Company mentioned below have each subscribed 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.
Impact of the Capital Increase
with PSRs on the allocation of the share
capital
Following the Capital Increase, Voltalia's share
capital will amount to 747,503,380.80 euros and will consist of
131,140,944 shares with a nominal value of 5.70 euros each. It will
break down 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 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
2,988,293 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). The number of shares loaned by Voltalia Investissement
(representing 2,173,310 shares as of 15 November 2022) has been
increased by a number of shares corresponding to the shares
subscribed through the exercise of the PSRs attached to the shares
loaned by Voltalia Investissement or synthetically through the
acquisition of existing shares, i.e. 814,983 additional loaned
shares (representing a total number of loaned shares of
2,988,293).
Lock-up commitment of the
Company
As of the date of approval by the Autorité des
marchés financiers (“AMF”) on the prospectus
relating to the Capital Increase with PSRs, i.e. 15 November 2022,
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
As of the date of approval by the AMF on the
prospectus relating to the Capital Increase with PSRs , i.e. 15
November 2022, and for a period expiring 180 calendar days
following the settlement-delivery date of the New Shares, subject
to certain standard exceptions.
Indicative timetable
The settlement-delivery and admission of the New
Shares to trading on Euronext Paris (Compartment B) will take place
on 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.
The Capital Increase with PSRs was conducted by
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 Joint Bookrunners, the “Financial
Institutions”).
Information of the public
The prospectus, which was approved by the 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 are PEA eligible, under certain conditions. |
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.
1 Including 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”) (according to the information
provided by the Borrowers) as part of the issue of 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”).
- Voltalia announces the success of its approximately 490 million
euros capital increase with preferential subscription rights
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