NEOEN SA (EPA:NEOEN) - NEOEN confirms the success of its IPO with the exercise in full of the over-allotment option

Transparency directive : regulatory news

15/11/2018 19:19

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

MEDIA RELEASE

Paris, November 15, 2018

Neoen confirms the success of its IPO with the exercise in full of the
over-allotment option

- Neoen is listed on Euronext Paris since October 16, 2018. The rise of its
  share price is a sign of the continued interest that the Company has
  generated from a large number of French and international investors.

- The over-allotment option was accordingly exercised in full, bringing the
  total offering amount to approximately EUR697 million and making it the
  largest capital raise on Euronext Paris in the last 17 months.

- Neoen's public float will represent nearly 30% of its outstanding shares. The
  Company will soon put in place a liquidity agreement.

Neoen (ISIN Code: FR0011675362, Ticker: NEOEN) (the "Company") announces today
that, in connection with its initial public offering on Euronext Paris,
Natixis, on behalf of the underwriters of the offering, it has exercised the
over-allotment option in full, resulting in the sale by FPCI Capenergie II,
FPCI Fonds ETI 2020 and Impala SAS of an additional 4,175,936 existing shares
in the aggregate at the IPO price of EUR16.50 per share, for a total amount of
approximately EUR68.9 million.

As a result, a total of 42,249,457 of Neoen's shares, or 27,272,727 new shares
and 14,976,730 existing shares, were offered in the IPO, bringing the total
offering amount to approximately EUR697 million. The public float will
represent nearly 30% of the Company's outstanding share capital.

Following the completion of the offering and the full exercise of the
over-allotment option, Neoen's shareholding breaks down as follows:

                                                   Shareholding
                                             (after full exercise of
                                            the over-allotment option)

                                                 % of share capital
Shareholders                          Number of shares    and voting rights

Impala SAS                               42,560,000             50.1%
FPCI Capenergie II(1)                         0                  0.0%
FPCI Capenergie 3(1)                      2,113,195              2.5%
FPCI Fonds ETI 2020(2)                    4,983,683              5.9%
Fonds Stratégique de Participations       6,400,000              7.5%
Employees/officers3)                      4,403,213              5.2%
Treasury shares                               5,000              0.0%
Public float(4)                          24,454,907             28.8%
Total                                    84,919,998            100.0%

(1) For which the management company is Omnes Capital.
(2) For which the management company is Bpifrance Investissement.
(3) Including former employees and family members.
(4) Including Celeste Management SA.

Pursuant to Article 6 of delegated EU regulation 2016/1052 of March 8, 2016,
Natixis, as stabilizing agent, confirms that no stabilization transactions were
undertaken in connection with Neoen's initial public offering. The
stabilization period for the offering began on October 16, 2018 and ended
today, November 15, 2018.

Finally, the Company announces that a liquidity agreement, the terms of which
will be described in a separate release, will soon be put into place.

Identification codes for Neoen's shares

- Name: NEOEN
- ISIN Code: FR0011675362
- Ticker: NEOEN
- Compartment: Euronext Paris (Compartment A)
- Business sector: 7537 - Alternative Electricity

Additional information

Banks
J.P. Morgan and Natixis acted as Joint Global Coordinators for the offering,
Barclays and Société Générale acted as Joint Bookrunners for the offering
and Carnegie acted as Co-Lead Manager (collectively, the "Managers") for the
offering. Natixis acted as stabilizing agent.

Other advisers

Lazard acted as financial adviser to Neoen. Cleary Gottlieb and Linklaters
acted 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, France, as well as on the website of the AMF
(www.amf-france.org) and Neoen (www.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 more than 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 18
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.

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                Hugo Boussier
T: +33 6 46 72 39 99        T: +33 6 86 72 53 31
sarah.jardin@havas.com      hugo.boussier@havas.com

Investors

Neoen

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

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NEOEN SA (EPA:NEOEN) - NEOEN confirms the success of its IPO with the exercise in full of the over-allotment option

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