NEOEN SA (EPA:NEOEN) - NEOEN launches its IPO on Euronext Paris

Transparency directive : regulatory news

04/10/2018 07:46

Not for distribution directly or indirectly in the United States, Canada,
Australia or Japan.

Paris, October 4, 2018

Neoen launches its initial public offering on Euronext Paris and announces the
indicative offering price range

* A fast-growing company, Neoen is the leading independent French producer of
  exclusively renewable energy, and among the most dynamic in the world.

* The offering is intended to enable Neoen to finance the expansion of its
  installed capacity to support its continued growth.

* Impala has agreed to subscribe for approximately EUR170 million of shares in
  the offering in order to remain the company's majority shareholder. FCPI
  Capenergie 3, Fonds Stratégique de Participations and Celeste Management SA
  have respectively agreed to subscribe for EUR17.5 million, EUR90 million and
  EUR25 million of shares in the offering.

* Indicative price range for the offering: between EUR16 and EUR19 per share.

* Initial size of the offering: approximately EUR640 million, based on the
  mid-point of the indicative price range and before any exercise of the
  over-allotment option, including approximately EUR450 million in new shares
  and approximately EUR164 million and EUR26 million of existing shares sold,
  respectively, by FPCI Capenergie II and FPCI Fonds ETI 2020.

* Over-allotment option: up to a maximum of 4,240,240 existing shares that may
  be sold in order of priority by Capenergie II, Bpifrance and Impala for a
  maximum of, respectively, 2,120,120, 1,060,060 and 1,060,060 shares in the
  event of the full exercise of the over- allotment option, assuming a sale
  price at the low end of the indicative price range. In the event that the
  over-allotment option is fully exercised, the size of the offering may reach
  a maximum of EUR711.5 million, based on the mid-point of the indicative
  offering price range.

* Subscription period: the offering will commence on October 4, 2018. The
  French public offering is expected to close on October 15, 2018 at 5:00 p.m.
(Paris) for orders placed at branches of financial institutions and at 8:00
  p.m. (Paris) for orders placed online. The international offering is expected
  to close on October 16, 2018 at 1:00 p.m.(Paris).

* Pricing of the offering and commencement of trading: pricing for the global
  offering is expected to take place on October 16, 2018, with trading on
  Euronext Paris expected to start on a when-issued basis beginning on October
  17, 2018, in the form of "promesses d'actions".

Neoen (Neoen S.A. or the "Company") (ISIN Code: FR0011675362, ticker: NEOEN),
the leading independent French producer of exclusively renewable energy, and
among the most dynamic in the world, announces today the launch of its initial
public offering ("IPO"), in view of the listing of its shares on the regulated
market of Euronext Paris (Compartment A). The French Autorité des Marchés
Financiers (the "AMF") granted a visa with the number 18-467 on October 3, 2018
to the French prospectus for Neoen's IPO, which consists of a registration
document (document de base) filed on September 18, 2018 under the number
I.18-065, a securities note (note d'opération) and a summary of the prospectus
(included in the securities note).

The indicative price range for the IPO has been set at between EUR16 and EUR19
per share. Trading of Neoen's shares (in the form of promesses d'actions) on
Euronext Paris is expected to start on October 17, 2018.

In connection with the IPO's launch, Xavier Barbaro, Chief Executive Officer of
Neoen, stated: "We are very happy to announce today the launch of our initial
public offering on Euronext Paris. Neoen is a fast-growing company, with
capacity in operation and under construction of 2 GW(1) and additional secured
capacity of more than 1 GW(2), as well as a robust portfolio of 7.4 GW(3) of
projects in development. Our initial public offering enables us to raise funds
to finance the construction of these new projects and to pursue the rapid
growth of our business: we are targeting total capacity in operation and under
construction of at least 5 GW by the end of 2021. Impala, our majority
shareholder, has through its Chairman Jacques Veyrat already committed to
subscribing in the offering with a view to retaining its majority stake in the
Company. FPCI Capenergie 3, Fonds Stratégique de Participations and Celeste
Management SA have also committed to subscribing in the offering. These are
powerful votes of confidence, from well-reputed players, that will contribute
to the success of the offering."

Purpose of the offering

The offering and the admission of the Company's shares to trading on Euronext
Paris is intended to enable the Company to finance the pursuit of its growth
through the construction and operation of new renewable energy generation
facilities. The offering will also provide liquidity for certain of the
Company's current shareholders who will sell shares in the offering.

Neoen's main strengths

1 - A fast-growing company

Over the course of ten years, Neoen has established itself as the leading
independent producer of exclusively renewable energy in France and Australia,
and among the most dynamic in the world. Its installed capacity and capacity
under construction (2 GW(4)) has doubled in the space of 24 months, with its
revenues increasing by 71 % from 2016 to 2017.

2 - Rapidly developing markets

Renewable energy sources now provide the most competitive energy in terms of
price. They are also the best way to battle climate change. According to
Bloomberg New Energy Finance, they are expected to represent over 50% of the
global energy mix by 2050, compared with 15% currently.

3 - A profitable company

Neoen has been profitable since 2011 owing to its rigorous project selection,
organization and management process and a tight grip on its cost structure. In
line with its long-term outlook, Neoen generally keeps control of its assets
and seeks to maximize their profitability throughout their life cycle. As of
June 30, 2018, Neoen's consolidated balance sheet assets totaled over EUR2
billion. In 2017, Neoen recorded consolidated revenues of EUR139 million,
current EBITDA of EUR102 million, current operating income of EUR60.7 million
and net income of EUR7.4 million. In the first half of 2018, Neoen recorded
consolidated revenues of EUR102 million, current EBITDA of nearly EUR80
million, current operating income of EUR49.2 million and net income of EUR8.3
million.

(1) As of August 31, 2018
(2) As of June 30, 2018
(3) As of June 30, 2018
(4) As of August 31, 2018

4 - Objectives that are already largely secured

Neoen targets a capacity in operation and under construction of at least 5 GW
by the end of 2021. Some 60% (3 GW) of this objective is already covered by its
secured portfolio (assets in operation and under construction, as well as
awarded projects). The Company has an additional pipeline of 7.4 GW(5).

5 - Stable and experienced management

Neoen is run by a stable and experienced management team. Its members share the
same long-term vision, critical thinking and crystal-clear values (audacity,
commitment, integrity and esprit de corps) that have shaped the group from the
outset and guide its activities on a daily basis.

6 - Corporate governance in line with best practices and loyal core
shareholders

Neoen's governance is in line with the recommendations of the AFEP-MEDEF code.
The Company is rated A1 by Vigéo. Neoen is controlled by Impala, the holding
company of Jacques Veyrat, a highly respected French businessman who has
achieved considerable success, especially in the energy industry. As set forth
in the securities note describing the terms of the offering, Impala has
committed to subscribing in the IPO with a view to remaining Neoen's majority
shareholder.

Terms of the offering

1 - Structure of the offering

The offered shares are expected to be offered in a global offering, consisting
of:
* an international offering mainly to institutional investors inside and
  outside France (in the latter case, via a private placement), including in
  the United States of America in reliance on Rule 144A under the U.S.
  Securities Act of 1933, as amended (the "Securities Act"), and outside the
  United States in reliance on Regulation S under the Securities Act; and
* a public offering to retail investors in France (offre à prix ouvert).

If demand for shares offered in the French public offering permits, the number
of offered shares allocated to investors in the French public offering will be
at least 10% of the total number of offered shares, before giving effect to any
exercise of the over-allotment option.

2 - Initial size of the offering

The initial offering will include:
* the issuance of new shares in connection with a capital increase amounting to
  approximately EUR450 million, corresponding to estimated net proceeds of
  approximately EUR441 million; and
* the sale of existing shares by FPCI Capenergie II, represented by its
  management company, Omnes Capital ("Capenergie II") (a maximum of initially
  sold shares of between 9,261,726 shares (based on the low end of the
  indicative price range for the offering) and 9,429,255 shares (based on the
  high end of the indicative price range for the offering)), and FPCI Fonds
  ETI 2020, represented by its management company, Bpifrance Investissement
  ("Bpifrance"), (a maximum of 1,506,916 initially sold shares).

(5) As of June 30, 2018

3 - Over-allotment option

The selling shareholders will grant the stabilizing manager, on behalf of the
Managers for the offering, the option to purchase a maximum number of 4,240,240
additional shares (based on the low end of the indicative price range for the
offering), that may be sold in order of priority by Capenergie II, Bpifrance
and Impala for a maximum of, respectively, 2,120,120, 1,060,060 and 1,060,060
additional existing shares in the event of the full exercise of the
over-allotment option, assuming a sale price equal to the low end of the
indicative price range. In the event that the over-allotment option is fully
exercised, the size of the offering may reach a maximum of EUR711.5 million.

4 - Indicative price range

The offering price for the shares is expected to be between EUR16 and EUR19 per
share, which is the range that was decided by the Board of Directors of the
Company during the Board meeting of October 2, 2018, in light of the market
conditions at the time.

5 - Subscription commitments

Impala has committed to place an order in the order book for the IPO in a
maximum amount of EUR170,005,592, with a view to retaining its majority
ownership of the shares and voting rights of the Company following the
completion of the offering, including in the event of the full exercise of the
over-allotment option granted by Impala (among the other selling shareholders)
to support the IPO and which may result in the sale by Impala of a maximum
total number of between 976,296 shares (based on the high end of the indicative
price range for the offering, or EUR18,549,624 of existing shares) and
1,060,060 shares (based on the low end of the indicative price range for the
offering, or EUR16,960,960 of existing shares).

FPCI Capenergie 3 ("Capenergie 3") has committed to place an order in the order
book for the IPO in a maximum amount of EUR17.5 million.

Fonds Stratégique de Participations ("FSP") has committed to place an order in
the order book for the IPO in a minimum amount of EUR90 million and has
committed, up to this amount, to subscribe for and purchase the offered shares
that are allocated to it subject to such shares representing between 5% and 10%
of the share capital of the Company at the time of the settlement date for the
offering.

Celeste Management committed to place an order in the order book for the IPO in
a minimum amount of EUR25 million, and has committed, up to this amount, to
subscribe for and purchase the shares allocated to it, and the Company has
committed that its allocation of shares will represent a total amount of at
least EUR25 million.

6 - Lock-up agreements

* Company lock-up: 180 calendar days following the settlement date for the
  offering, subject to certain customary exceptions.
* Selling shareholder, Capenergie 3 and Impala lock-ups: 180 calendar days
  following the settlement date for the offering, subject to certain customary
  exceptions.
* Management lock-up: 365 calendar days following the settlement date for the
  offering, subject to certain customary exceptions.
* Fonds Stratégique de Participations lock-up: 180 calendar days following the
  settlement date for the offering, subject to certain exceptions.
* Celeste Management lock-up: 180 calendar days following the settlement date
  for the offering.

7 - Indicative offering calendar

The French public offering will commence on October 4, 2018 and is expected to
close on October 15, 2018 at 5:00 p.m. (Paris) for orders placed at branches of
financial institutions and at 8:00 p.m. (Paris) for orders placed online. The
international offering will commence on October 4, 2018 and is expected to
close on October 16, 2018 at 1:00 p.m. (Paris).

Online retail orders for the French public offering may be cancelled online up
until the closing of the offering period (October 15, 2018, at 8:00 p.m.
(Paris)). Investors subscribing through other channels are responsible for
consulting with their respective financial intermediaries to verify whether
orders placed through such channels can be cancelled and under what conditions
online orders can be cancelled other than through online cancellation. Any
order placed in connection with the global offering may be cancelled up until
October 16, 2018 at 1:00 p.m. (Paris), absent any planned early closing of the
offering period or its extension.

The pricing date for the offering is expected to be October 16, 2018.

Trading of the shares is expected to start on October 17, 2018 on Euronext
Paris in the form of promesses d'actions under the ticker "Neoen Promesses" and
up until the settlement date for the offering.

Settlement of the offering is expected to occur on October 18, 2018, subject to
the pricing date of the offering being October 16, 2018.

Trading of the shares under the ticker "NEOEN" is expected to begin on October
19, 2018 on Euronext Paris.

8 - Identification codes for Neoen's shares

* Name: Neoen
* ISIN Code: FR0011675362
* Ticker: NEOEN
* Compartment: Euronext Paris (Compartment A)
* Market code: 7537 - Alternative Electricity

Financial institutions

J.P. Morgan and Natixis are acting as Joint Global Coordinators and Joint
Bookrunners for the offering, Barclays and Société Générale are acting as
Joint Bookrunners for the offering and Carnegie is acting as Co-Lead Manager
for the offering. Natixis is acting as stabilizing agent.

Other advisers

Lazard is acting as financial adviser to Neoen. Cleary Gottlieb and Linklaters
are acting as counsel to the Company and to the Managers, respectively.

Publicly available information

Copies of the French prospectus that has received a visa from the AMF on
October 3, 2018 under the number 18-467, consisting of a registration document
(document de base) filed on September 18, 2018 with the number I.18-065, a
securities note and a summary of the French prospectus (included in the
securities note), are available free of charge at the offices of Neoen at 6 rue
Ménars, 75002 Paris, as well as on the website of the AMF (www.amf-france.org)
and Neoen (http://invest.neoen.com/fr/).

Neoen draws the French public's attention to the risk factors contained in
Chapter 4 of the registration document and Section 2 of the securities note.
The occurrence of one or more of these risks may have a significant adverse
effect on the business, reputation, financial condition, results of operations
or prospects of Neoen, as well as on the market price of Neoen's shares.

About Neoen

Founded in 2008, Neoen is France's and one of the world's leading independent
producers (IPP) of renewable energy. With a current capacity of almost 2 GW
already in operation or under construction, and a further 1 GW of projects
formally awarded and secured, Neoen has doubled its size in over just 24
months. Neoen is active in France, Australia, El Salvador, Zambia, Jamaica,
Portugal, Mexico, Mozambique, Finland and Argentina and has assets in more than
15 countries. It operates Europe's most powerful solar PV farm (300 MW in
Cestas, France) and the world's largest lithium- ion power reserve in
Hornsdale, Australia (100 MW/129 MWh storage capacity). At the end of 2017,
Neoen won one of the largest (375 MW) and the most competitive solar project in
Mexico. Neoen's main shareholders are Impala (owned by Jacques Veyrat), the
Capenergie II and Capenergie 3 funds (managed by Omnes Capital) and Bpifrance.
Neoen is targeting 5 GW capacity in operation and under construction by 2021.

For more information: www.neoen.com

Disclaimer

This press release does not constitute a public offer to sell or purchase, or a
public solicitation of an offer to sell or purchase, securities in any country
or jurisdiction.

No communication nor any information relating to the planned offering described
in this press release or to Neoen may be distributed in any country or
jurisdiction where such distribution would require registration or approval of
securities. No such registration or approval has been or will be obtained
outside of France. The diffusion of this press release in certain countries may
be prohibited under applicable law. Neoen assumes no responsibility if there is
a violation of applicable law and regulations by any person.

This press release constitutes promotional material only and not a prospectus
within the meaning of Directive 2003/71/EC (as amended, in particular, by
Directive 2010/73/UE (together, the "Prospectus Directive")).

In France, an offer of securities to the public may not be made except pursuant
to a prospectus that has received a visa from the French Financial Markets
Authority (the "AMF"). For any other Member State of the European Union or the
members of the European Economic Area Agreement that has transposed the
Prospectus Directive (each, a "Concerned Member State"), no action has been nor
will be undertaken to allow the public offering of securities requiring the
publication of a prospectus in any Concerned Member State, except pursuant to
Article 3(2) of the Prospectus Directive to the extent transposed by such
Concerned Member State or under other circumstances that will not result in the
requirement of the publication of a prospectus (within the meaning of the
Prospectus Directive or other applicable regulations in such Concerned Member
State) by Neoen.

The offering referred to in this press release will be open to the French
public following the grant of a visa by the AMF on a prospectus consisting of
the document de base and the note d'opération relating to the offering that
will be filed with the AMF.

The distribution of this press release is directed only at (i) persons outside
the United Kingdom, subject to applicable laws, (ii) persons having
professional experience in matters relating to investments who fall within the
definition of "investment professionals" in Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 as amended (the
"Order") or (iii) high net worth bodies corporate, unincorporated associations
and partnerships and trustees of high value trusts as described in Article
49(2) (a) to (d) of the Order (all such persons together being referred to as
"relevant persons"). The offering mentioned herein is only available to, and
any invitation, offer or agreement to subscribe, purchase or otherwise acquire
Neoen's shares will be engaged in only with, relevant persons. Any person who
is not a relevant person should not act or rely on, this press release or any
information contained herein. This press release does not constitute a
prospectus approved by the Financial Services Authority or any other regulatory
authority in the United Kingdom within the meaning of Section 85 of the
Financial Services and Markets Act 2000.

This press release does not constitute an offer or invitation to sell or
purchase, or a solicitation of any offer to purchase or subscribe for, any
securities of Neoen in the United States of America. Securities may not be
offered, subscribed or sold in the United States of America absent registration
under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"),
except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements thereof. The securities of Neoen have not been and
will not be registered under the U.S. Securities Act and Neoen does not intend
to make a public offer of its securities in the United States of America.

This press release is not a prospectus, a disclosure document or a product
disclosure statement for the purposes of the Corporations Act 2001 (Cth)
("Corporations Act"). The provision of this press release to any person does
not constitute an offer of, or an invitation to apply for, any securities in
Australia. This press release is intended for distribution to, and any offer in
Australia of the securities of the Company may only be made to, persons who are
"sophisticated investors" or "professional investors" within the meaning of
section 708 of the Corporations Act, and who are a "wholesale client" within
the meaning of section 761G of the Corporations Act.

In Canada the information is only addressed to and directed at persons who are
accredited investors and permitted clients as defined in Canadian securities
legislation.

The information included in this press release does not constitute a public
offer in Norway and has not been filed with, approved by or notified to the
Financial Supervisory Authority of Norway, the Oslo Stock Exchange or any other
regulatory authority in Norway. Any offer of the Company's securities or
distribution of marketing material relating to the Company's securities in or
from Norway may only be made if such act will (i) not result in a requirement
to prepare a prospectus pursuant to the provisions of Chapter 7 of the
Norwegian Securities Trading Act (lov 29. juni 2007 nr. 75 Lov om
verdipapirhandel) (the "Securities Trading Act") and (ii) otherwise be in
compliance with the Securities Trading Act.

This press release may not be published, transmitted or distributed, directly
or indirectly, and does not constitute an offer of securities, in the United
States (including in the territories and dependencies and in any State of the
United States), in Canada, in Australia, or in Japan.

During a period of 30 days following the date on which the offer price is
determined (i.e., according to the expected timetable, until November 15, 2018,
included), Natixis, acting as stabilizing manager may, without any obligation,
in compliance with laws and regulations in particular, in particular Regulation
(EU) No. 59612014 of April 16, 2014 on market abuse and Commission Delegated
Regulation (EU) No. 2016/1052 of March 8, 2016, effect transactions with a view
to maintaining the market price of the Company's shares on the regulated market
of Euronext Paris. In compliance with Article 7 of Commission Delegated
Regulation 2016/1052 of March 8, 2016, the stabilization activities shall not
in any circumstances be executed above the offer price. Such stabilization
activities may affect the price of the shares and may conduct to the fixing of
the market price higher than the one which would otherwise be fixed. Even if
stabilization activities were carried out, Natixis may, at any time, decide to
stop such activities. Information will be provided to the competent market
authorities and the public in compliance with Article 6 of the above mentioned
Regulation. In compliance with the provisions of Article 8 of the above
mentioned Regulation, the Joint Global Coordinators and Managers, the Managers
and the Co-lead manager may over-allot in the context of the Global Offering an
amount equal to the number of shares covered by the over-allotment option.

Information for distributors

Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and disclaiming all
and any liability, whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the Shares have been
subject to a product approval process, which has determined that such Shares
are: (i) compatible with an end target market of retail investors and investors
who meet the criteria of professional clients and eligible counterparties, each
as defined in MiFID II; and (ii) eligible for distribution through all
distribution channels as are permitted by MiFID II (the "Target Market
Assessment"). Notwithstanding the Target Market Assessment, distributors should
note that: the price of the Shares may decline and investors could lose all or
part of their investment; the Shares offer no guaranteed income and no capital
protection; and an investment in the Shares is compatible only with investors
who do not need a guaranteed income or capital protection, who (either alone or
in conjunction with an appropriate financial or other adviser) are capable of
evaluating the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom.

The Target Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation to the Global
Offering.

For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of MiFID
II; or (b) a recommendation to any investor or group of investors to invest in,
or purchase, or take any other action whatsoever with respect to the Shares.

Each distributor is responsible for undertaking its own target market
assessment in respect of the Shares and determining appropriate distribution
channels.

Press Contacts

Havas
Sarah Duparc
T: +33 6 46 72 39 99
sarah.jardin@havas.com

Hugo Boussier
T: +33 6 86 72 53 31
hugo.boussier@havas.com

Maitland (International)

David Stürken
T: +44 7990 595 913
dsturken@maitland.co.uk

Investors

Neoen
Axelle Vuillermet
T: +33 7 77 68 62 34
axelle.vuillermet@neoen.com

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23/04/2024 18:30

NEOEN SA (EPA:NEOEN) - NEOEN launches its IPO on Euronext Paris

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