NEOEN SA (EPA:NEOEN) - Neoen has successfully completed its €600 million rights issue to finance its development plan

Transparency directive : regulatory news

07/04/2021 07:42

MEDIA RELEASE

Not to be published, distributed or circulated directly or indirectly
in the United States, Australia, Canadaor Japan.This press release is
for information purposes only and does not constitute an offer to sell
or a solicitation of an offer to buy any securities in any jurisdiction.

Paris, 7 April 2021

Neoen has successfully completed its EUR600 million rights issue to finance its
development plan

Neoen (the "Company") announces today the successful completion of its c.
EUR600 million rights issue with shareholders' preferential subscription rights
(the "Capital Increase"), setting an important milestone for the realization of
its development plan.

* The Capital Increase results in the issuance of 21,393,678 new shares, with a
gross final amount of c. EUR600 million proceeds raised
* The total demand has reached 37,350,571 new shares translating into an
overall subscription rate of 174.6%, and a subscription rate on an irreducible
basis ("à titre irréductible") of 99.5%
* Following the transaction, Impala(1), FSP and Bpifrance hold 46.55%, 6.50%
and 4.69% of Neoen's share capital respectively and the free float amounts to
40.65%(2) of the share capital
* The proceeds of the rights issue allow Neoen to finance the first investment
cycle of its development plan targeting 10 GW of capacity in operation or under
construction by 2025

Xavier Barbaro, Neoen's Chairman and CEO, commented: "We are proud of the
success of this transaction, marked both by the support of our historical
shareholders, in particular Impala, FSP and Bpifrance, and by the arrival of
new shareholders in our share capital. We thank all of these investors for
their trust, and we are delighted to write with them a new chapter in our
story: this capital increase enables us to finance the first cycle of our
investment plan, and brings us closer to our target of 10 GW by 2025. We are
thus taking a new decisive step and strengthening our position as a major
player in renewable energies, one of the most dynamic in the world, recognized
for its strong growth, its financial discipline, its innovation capabilities as
well as its environmental and social exemplarity."

Rationale of the Capital Increase

The Capital Increase provides Neoen with supplemental resources to fund its
investment program of EUR5.3 billion over the 2021-2025 period, in order to
meet its target of over 10 GW of capacity in operation or under construction by
2025, as presented during its Capital Markets Day on 11 March 2021. The net
proceeds from the issuance of the New Shares will be used for the funding of
its future projects as part of a first investment cycle due to last at least
until end of 2022.

Results of the Capital Increase

The gross proceeds of the Capital Increase (including the issue premium) amount
to EUR600 million and result in 21,393,678 new shares being issued with a
nominal value of EUR2 (the "New Shares") at a subscription price of EUR28 per
New Share.

(1) Impala and Carthusiane, acting in concert, hold together with Mr. Xavier
Barbaro and his family 48.16% of Neoen's share capital. Carthusiane is a
long-term investment vehicle controlled by Mr. Xavier Barbaro and his family
(2) Including the participation of Blackrock

Following the subscription period, which ended on 31 March 2021, total demand
amounted to more than EUR1,046 million. The transaction has been largely
oversubscribed with a subscription rate of approximately 174.6%:

* 21,289,296 New Shares were subscribed on an irreducible basis ("à titre
irréductible"), representing approximately 99.51% of the New Shares to be
issued;
* Orders submitted on a reducible basis ("à titre réductible") represented
16,061,275 New Shares and will therefore only be partially allocated for a
number of 104,382 New Shares.

Subscription commitments of key shareholders

The subscription commitments undertaken by Impala, FSP and Bpifrance
represented, at the launch date of the Capital Increase, a minimum amount of
approximately EUR253 million, representing approximately 42.2% of the Capital
Increase.

Impala
Impala exercised 28,424,156 preferential subscription rights leading to a
subscription of 7,106,039 New Shares on an irreducible basis and 53,981 New
Shares on a reducible basis, representing an aggregate subscription in an
amount of approximately EUR200.5 million.

FSP
FSP exercised 5,000,000 preferential subscription rights and subscribed to
1,250,000 New Shares for an amount of EUR35 million.

Bpifrance
Bpifrance exercised 2,866,348 preferential subscription rights and subscribed
to 716,587 New Shares for an amount of approximately EUR20 million.

Carthusiane
Carthusiane, the long-term investment vehicle held by Xavier Barbaro and his
family, exercised 720,000 preferential subscription rights and subscribed to
180,000 New Shares for an amount of approximately EUR5 million.

Impact of the Capital Increase on the allocation of the share capital

Following the Capital Increase, Neoen's share capital will amount to
EUR213,936,780 divided into 106,968,390 shares with a nominal value of EUR2
each. It will break down as follows:

                                  Number of               Number of
                                   ordinary   % share        voting   % voting
Shareholders                         shares   capital        rights     rights

Impala SAS                       49,796,256    46.55%    49,796,256     46.55%
Carthusiane SAS                     901,366     0.84%       901,366      0.84%
Mr. Xavier Barbaro and
members of his family               819,991     0.77%       819,991      0.77%
Total acting in concert          51,517,613    48.16%    51,517,613     48.16%
Fonds Stratégique de
Participation (FSP)               6,950,000     6.50%     6,950,000      6.50%
Fonds FPCI ETI 2020               5,016,112     4.69%     5,016,112      4.69%
Float(1)                         43,484,665    40.65%    43,484,665     40.65%
TOTAL                           106,968,390      100%   106,968,390       100%

(1) Including the participation of Blackrock that, to the knowledge of the
Company, held 4,983,929 shares on 17 March 2021. At this stage, the Company is
not aware of its participation following the Capital Increase.

Lock-up commitment of the Company

From the date of approval by the Autorité des marchés financiers ("AMF") of
the Prospectus relating to the Capital Increase, i.e. 15 March 2021, and for a
period expiring 120 calendar days following the settlement- delivery date of
the New Shares, subject to certain usual exceptions.

Lock-up commitments from Impala, FSP and Bpifrance

From the date of approval by the AMF of the Prospectus relating to the Capital
Increase, i.e. 15 March 2021, and for a period expiring 90 calendar days
following the settlement-delivery date of the New Shares, subject to certain
usual exceptions.

Timetable of the Capital Increase

The issue, settlement-delivery and admission of the New Shares to trading on
the regulated market of Euronext Paris will take place on 9 April 2021. New
Shares will immediately entitle their holders to receive dividends declared by
Neoen as from the date of issuance. They will be immediately fungible with
existing shares of the Company and will be traded on the same line under the
ISIN code FR0011675362.

The Capital Increase was conducted by Goldman Sachs Bank Europe SE, J.P. Morgan
AG and Société Générale acting as Joint Global Coordinators, Lead Managers
and Joint Bookrunners, and BNP Paribas, Citi and Natixis acting as Joint
Bookrunners.

Availability of the Prospectus

The prospectus (the "Prospectus") including (i) the universal registration
document (document d'enregistrement universel) of Neoen filed with the AMF on
28 April 2020 under number D.20-0386, (ii) a first amendment to the universal
registration document filed with the AMF on 15 March 2021 under number
D.20-0386-A01 and (iii) a securities note (note d'opération) (including the
summary of the prospectus) which was filed with the AMF and received approval
under number 21-067dated 15 March 2021 is available on the website of the AMF
(www.amf-france.org) and the company (www.neoen.com). Copies of the Prospectus
are available free of charge at the Company's registered office (6 rue Ménars,
75002, Paris, France).

About Neoen

Neoen is one of the world's leading and fastest growing independent producers
of exclusively renewable energy. With a capacity of more than 4.1 GW in
operation or under construction, Neoen is a high-growth company. Neoen is
notably active in Argentina, Australia, El Salvador, Finland, France, Ireland,
Jamaica, Mexico, Mozambique, Portugal, Sweden and Zambia. In particular, Neoen
operates France's most powerful solar farm (300 MWp) in Cestas, and the world's
first big battery (150 MW / 193.5 MWh storage capacity) in Hornsdale,
Australia. Neoen is targeting at least 10 GW capacity in operation or under
construction by end of 2025. Neoen (ISIN Code: FR0011675362, ticker: NEOEN) is
listed in Compartment A of the regulated market of Euronext Paris.

For more information: www.neoen.com

Disclaimer

                          IMPORTANT INFORMATION

This press release includes "forward-looking statements". All statements other
than statements of historical facts included in this press release, including,
without limitation, those regarding Neoen's financial position, business
strategy, plans and objectives of management for future operations, are
forward-looking statements. Such forward-looking statements involve known and
unknown risks, uncertainties and other factors, which may cause the actual
results, performance or achievements of Neoen, or industry results, to be
materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Such forward-looking
statements are based on numerous assumptions regarding Neoen's present and
future business strategies and the environment in which Neoen will operate in
the future. Additional factors could cause actual results, performance or
achievements to differ materially.

The contents of this press release have been prepared by and are the sole
responsibility of Neoen.

This press release does not constitute an offer to sell nor a solicitation of
an offer to buy, and there has not been any sale of ordinary shares in any
state or jurisdiction in which such an offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of
any such state or jurisdiction.

The distribution of this document may, in certain jurisdictions, be restricted
by local legislations. Persons into whose possession this document comes are
required to inform themselves about and to observe any such potential local
restrictions.

This press release is an advertisement and not a prospectus within the meaning
of Regulation (EU) 2017/1129 of the European Parliament and of the Council of
June 14, 2017 (as amended the "Prospectus Regulation"). Potential investors are
advised to read the prospectus before making an investment decision in order to
fully understand the potential risks and rewards associated with the decision
to invest in the securities. The approval of the prospectus by the AMF should
not be understood as an endorsement of the securities offered or admitted to
trading on a regulated market.

With respect to the member states of the European Economic Area (other than
France) (each a "Relevant State"), no action has been undertaken to make an
offer to the public of the securities referred to herein requiring a
publication of a prospectus in any Relevant State. As a result, the securities
may not and have not be offered in any Relevant State except in accordance with
the exemptions set forth in Article 1 (4) of the Prospectus Regulation or under
any other circumstances which do not require the publication by Neoen of a
prospectus pursuant to Article 3 of the Prospectus Regulation and/or to
applicable regulations of that Relevant State.

The distribution of this press release has not been made, and has not been
approved, by an "authorised person" within the meaning of Article 21(1) of the
Financial Services and Markets Act 2000. As a consequence, this press release
is only being distributed to, and is only directed at, persons in the United
Kingdom that (i) are "investment professionals" falling within Article 19(5) of
the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005
(as amended, the "Order"), (ii) are persons falling within Article 49(2)(a) to
(d) ("high net worth companies, unincorporated associations, etc.") of the
Order, or (iii) are persons to whom an invitation or inducement to engage in
investment activity (within the meaning of Article 21 of the Financial Services
and Markets Act 2000) in connection with the issue or sale of any securities
may otherwise lawfully be communicated or caused to be communicated (all such
persons together being referred to as "Relevant Persons"). Any investment or
investment activity to which this document relates is available only to
Relevant Persons and has been engaged in only with Relevant Persons. Any person
who is not a Relevant Person should not act or rely on this document or any of
its contents. With respect to the United Kingdom, securities may not be offered
or sold absent the publication of a prospectus in the United Kingdom or an
exemption from such publication under the Regulation (EU) 2017/1129 as amended,
as it forms part of domestic law by virtue of the European Union (Withdrawal)
Act 2018 (the "UK Prospectus Regulation"). As a consequence, this document is
directed only at persons who are "qualified investors" as defined in point (e)
of Article 2 of the UK Prospectus Regulation.

This press release may not be published, distributed or transmitted in the
United States (including its territories and dependencies).

This press release does not constitute or form part of any offer of securities
for sale or any solicitation to purchase or to subscribe for securities or any
solicitation of sale of securities in the United States. The securities
referred to herein have not been and will not be registered under the U.S.
Securities Act of 1933, as amended (the "Securities Act") or the law of any
State or other jurisdiction of the United States, and may not be offered or
sold in the United States absent registration under the Securities Act or
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act. Neoen does not intend to
register all or any portion of the Securities in the United States under the
Securities Act or to conduct a public offering of securities in the United
States.

This announcement may not be published, forwarded or distributed, directly or
indirectly, in the United States of America, Australia, Canada or Japan.

Neoen, as well as Goldman Sachs Bank Europe SE, J.P. Morgan AG, Société
Générale, BNP Paribas, Citi and Natixis (together, the "Underwriters") and
any of their respective affiliates expressly disclaim any obligation or
undertaking to update or revise any forward-looking statements contained in
this press release, whether as a result of new information, future developments
or otherwise.

The Underwriters are acting exclusively for Neoen and no one else in connection
with the offer of new shares and will not regard any other person as their
respective clients and will not be responsible to anyone other than Neoen for
providing the protections afforded to their respective clients in connection
with any offer of new shares of Neoen or otherwise, nor for providing any
advice in relation to the offer of new shares, the content of this press
release or any transaction, arrangement or other matter referred to herein.

In connection with the offering of ordinary shares of Neoen, the Underwriters
and any of their affiliates may take up a portion of the ordinary shares as a
principal position and in that capacity may retain, purchase, sell, offer to
sell for their own accounts such shares and other securities of the Neoen or
related investments in connection with the offer of ordinary shares of Neoen or
otherwise. Accordingly, references in the Prospectus to the new ordinary shares
being issued, offered, subscribed, acquired, placed or otherwise dealt in
should be read as including any issue or offer to, or subscription,
acquisition, placing or dealing by the Underwriters and any of their affiliates
acting in such capacity. In addition, the Underwriters and any of their
affiliates may enter into financing arrangements (including swaps, warrants or
contracts for differences) with investors in connection with which they may
from time to time acquire, hold or dispose of shares. The Underwriters do not
intend to disclose the extent of any such investment or transactions otherwise
than in accordance with any legal or regulatory obligations to do so.

None of the Underwriters or any of their respective directors, officers,
employees, advisers or agents accepts any responsibility or liability
whatsoever for or makes any representation or warranty, express or implied, as
to the truth, accuracy or completeness of the information in this press release
(or whether any information has been omitted from this press release) or any
other information relating to Neoen, its subsidiaries or associated companies,
whether written, oral or in a visual or electronic form, and howsoever
transmitted or made available or for any loss howsoever arising from any use of
this announcement or its contents or otherwise arising in connection
therewith.

Investors

Neoen

Delphine Deshayes
+33 6 69 19 89 92
delphine.deshayes@neoen.com

Press

OPRG Financial

Isabelle Laurent
+33 1 53 32 61 51
isabelle.laurent@oprgfinancial.fr

Fabrice Baron
+33 1 53 32 61 27
fabrice.baron@oprgfinancial.fr

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08/04/2024 17:45

NEOEN SA (EPA:NEOEN) - Neoen has successfully completed its €600 million rights issue to finance its development plan

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