NEOEN SA (EPA:NEOEN) - Success of Neoen’s initial public offering on Euronext Paris

Transparency directive : regulatory news

16/10/2018 21:27

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

MEDIA RELEASE

Paris, October 16, 2018

Success of Neoen's initial public offering on Euronext Paris

* The offering was well received by a broad range of French and international
  investors and was amply subscribed despite highly volatile market conditions,
  resulting in a high- quality shareholder base.

* The offering price was set at EUR16.50 per share. As a result, the offering
  currently amounts to approximately EUR628 million, making it the largest
  capital raise on Euronext Paris in the last 16 months. The offering may
  ultimately amount to as much as approximately EUR697 million in the event
  that the over-allotment option is fully exercised.

* Impala, Neoen's majority shareholder, has subscribed for approximately EUR169
  million of shares in the offering (pursuant to its previously announced
  commitment) and remains the company's controlling shareholder. FPCI
  Capenergie 3, managed by Omnes Capital, Fonds Stratégique de Participations
  and Celeste Management SA have also subscribed in the offering.

* Trading on Euronext Paris is expected to start on October 17, 2018 on a
  when-issued basis in the form of "promesses d'actions". Settlement and
  delivery for the shares is expected to occur on October 18, 2018.

* The over-allotment option for the offering may be exercised from October 16,
  2018 to (and including) November 15, 2018.

Neoen (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 success of its initial public offering ("IPO") on
the regulated market of Euronext Paris (Compartment A).

The IPO was amply subscribed by a large and well-diversified number of French
and international investors that have a range of strongly complementary
approaches to asset management and investment time horizons. This successful
offering allowed Neoen to raise approximately EUR450 million from the issuance
of new shares, which it expects to deploy to finance the pursuit of its strong
growth. Based on the offering price of EUR16.50 per share, Neoen's market
capitalization will be approximately EUR1.4 billion following the completion of
the offering.

Commenting on the success of the IPO, Xavier Barbaro, Chief Executive Officer
of Neoen, said: "We are very proud of the success of our IPO. Neoen is now the
first French unicorn in the renewable energy sector and has at the same time
achieved far and away the largest capital raise in the last 16 months on
Euronext Paris. In a particularly demanding market context, this success is a
powerful sign of confidence in our strategy, positioning and growth potential.
This IPO is a major step in the life of our company and we are very grateful to
our shareholders, old and new, as well as our teams and our advisors, for
having made this offering so successful."

Purpose of the offering

The offering and the admission of the Company's shares to trading on the
regulated market of 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.

Principal terms of the offering

1 - Offering price

The offering price for both the French public offering and the international
offering has been set at EUR16.50 per share. As a result, and based on this
offering price, the market capitalization of Neoen will be approximately EUR1.4
billion following completion of the offering.

2 - Breakdown of the offering (excluding over-allotment option)

37,804,042 shares were allocated to the international offering (approximately
EUR623.8 million, or 99%, of the offered shares). 269,479 shares were allocated
to the French public offering (approximately EUR4.4 million, or 1%, of the
offered shares) to fully satisfy demand.

Size of the offering

The gross proceeds of the French public offering and the international offering
amounted in the aggregate to approximately EUR628 million (before any exercise
of the over-allotment option), including approximately EUR450 million of newly
issued shares (27,272,727 newly issued shares) (the "New Shares") and
approximately EUR178 million of existing shares (10,800,794 existing shares)
sold by FPCI Capenergie II and FPCI Fonds ETI 2020 (the "Initial Sale
Shares").

Over-allotment option

FPCI Capenergie II, FPCI Fonds ETI 2020 and Impala SAS have granted to Natixis,
on behalf of the managers for the offering, an over-allotment option that may
be exercised from October 16, 2018 to and including November 15, 2018, allowing
for the purchase of additional existing shares representing 11% of the total
number of New Shares and Initial Sale Shares, or a maximum number of 4,175,936
additional existing shares.

Assuming the full exercise of the over-allotment option, the additional
existing shares sold in the offering would amount to a total of approximately
EUR68.9 million, or 4,175,936 shares, representing approximately 5% of Neoen's
share capital and voting rights.

3 - Public float

Upon completion of the offering, Neoen's public float is expected to represent
approximately 24.0% of Neoen's share capital, and could increase to up to 28.9%
of Neoen's share capital in the event that the over-allotment option is
exercised in full.

4 - Change in shareholding

Upon completion of the offering, Neoen's shareholding is expected to break down
as follows:

                                                         Including full

                          No exercise of                 exercise of over-
                          over-allotment option          allotment option
                                      % of share                   % of share
                       Number of     capital and     Number of    capital and
                       shares        voting rights   shares       voting rights

Impala SAS             43,503,984       51.2%        42,460,000      50.0%
FPCI Capenergie II(1)   2,087,968        2.5%             0           0.0%
FPCI Capenergie 3(1)    2,113,195        2.5%         2,113,195       2.5%
FPCI Fonds ETI 2020(2)  6,027,667        7.1%         4,983,683       5.9%
Fonds Stratégique
de Participations(3)    6,400,000        7.5%         6,400,000       7.5%
Employees/officers(4)   4,403,213        5.2%         4,403,213       5.2%
Treasury shares             5,000        0.0%             5,000       0.0%
Public float(5)        20,378,971       24.0%        24,554,907      28.9%
Total                  84,919,998      100.0%        84,919,998     100.0%

(1) For which the management company is Omnes Capital.
(2) For which the management company is Bpifrance Investissement.
(3) Representing a subscription amount of EUR105.6 million.
(4) Including former employees and family members.
(5) Including Celeste Management SA, for 2,800,000 shares, representing a
subscription amount of EUR46.2 million.

5 - Lock-up agreements

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

6 - Offering calendar

Trading of Neoen's shares on Euronext Paris under the ticker "Neoen Promesses",
is expected to start on October 17, 2018 and continue up to and including
October 18, 2018, the settlement date of the offering. Starting on October 19,
2018, Neoen's shares are expected to be traded on Euronext Paris under the
ticker "NEOEN".

Soon after its shares begin trading, the Company will publish an indicative
schedule of its financial communication for the current fiscal year and the
next.

7 - Additional information

Banks
J.P. Morgan and Natixis are acting as Joint Global Coordinators for the
offering, Barclays and Société Générale are acting as Joint Bookrunners for
the offering and Carnegie is acting as Co-Lead Manager (collectively, the
"Managers") 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://neoen.com).

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
is targeting 5 GW capacity in operation and under construction by 2021. 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.

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 distribution 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")).

For any Member State of the European Economic Area Agreement other than France
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 (other than France), 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 under the
Prospectus Directive and/or applicable regulations in Concerned Member
States.

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

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

Investors

Maitland (International)

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

Neoen

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

NEOEN SA 's latest news

08/04/2024 17:45

NEOEN SA (EPA:NEOEN) - Success of Neoen’s initial public offering on Euronext Paris

Transparency directive : regulatory news

NEOEN SA 's latest news

Other stories