NEOEN SA (EPA:NEOEN) - Neoen announces the success of the first ever European Green Convertible Bonds for a nominal amount of €170m

Transparency directive : regulatory news

28/05/2020 07:59

MEDIA RELEASE

Paris, May 28, 2020

Neoen announces the success of the first ever European Green Convertible Bonds
for a nominal amount of EUR170m

* Neoen's EUR170m green convertible bonds due 2025 will bear an interest of
  2.0% from the Issue Date. The nominal unit value of the Bonds has been set
  at a premium of 40% above Neoen's reference share price

* Proceeds of the Neoen's green convertible bonds will be allocated to finance
  or refinance renewable energy production (solar PV, wind power) or storage
  activities in consistency with EU taxonomy requirements and with the
  Framework released yesterday and available on its website

Neoen (ISIN Code: FR0011675362, Ticker: NEOEN, Vigeo ESG Rating 61/100) (the
"Company"), one of the world's leading and fastest-growing independent
producers of exclusively renewable energy, announces today the success of the
placing of the first ever European senior unsecured green bonds convertible
into new shares and/or exchangeable for existing shares of the Company (OCEANE
Verte) due June 2nd, 2025, (the "Bonds"), offered to qualified investors only,
for a nominal amount of approximately EUR170 million (the "Offering").

Proceeds of the Neoen's green convertible bonds will be allocated to finance or
refinance renewable energy production (solar PV, wind power) or storage
activities in consistency with EU taxonomy requirements and with the Framework
available on Neoen website. It will thus contribute to finance growth towards
Neoen's target of having more than 5 GW in capacity in operation or under
construction by the end of 2021, while optimizing balance sheet within the
guidelines given by the Company regarding an average leverage ratio of
approximately 80-85% of invested capital on an all-in basis including all Group
debt, whether corporate, junior or senior.

Xavier Barbaro, Chairman and CEO of Neoen, comments: "The strong success of
this first ever green convertible bond in Europe further reinforces Neoen's
role as a responsible player in the field of renewable energies and a pioneer
in sustainable finance. This green convertible bond issuance has been concluded
under very favorable conditions both for Neoen and our shareholders. It has
also provided a new opportunity for investors to participate actively alongside
us in the global combat against greenhouse gas emissions and climate change."

Main terms of the Bonds

The Bonds will be issued at par and will bear an interest of 2.0% from the
Issue Date, payable semi-annually in arrears on December 2nd and June 2nd of
each year (or on the following business day if this date is not a business
day), and for the first time on December 2nd, 2020.

The nominal unit value of the Bonds has been set at EUR46.20, corresponding to
a premium of 40% above the reference share price which is set as the clearing
price of the concurrent placement (by way of an accelerated bookbuilding
process, the "Concurrent Accelerated Bookbuilding") of existing shares of the
Company organised by the joint global coordinators, to facilitate hedging for
certain subscribers of the Bonds. The number of shares sold as part of the
Concurrent Accelerated Bookbuilding represented 606,060 shares. The Company and
Impala SAS, which holds 49.96% of the share capital and voting rights of the
Company, participated in the Concurrent Accelerated Bookbuilding and acquired
each 60,606 shares, representing for each of them 10% of the total size of the
placement.

Settlement-delivery of the Bonds and of the shares sold in the Concurrent
Accelerated Bookbuilding are expected to take place on June 2nd, 2020 (the
"Issue Date").

Unless previously converted, exchanged, redeemed or purchased and cancelled,
the Bonds will be redeemed at par on June 2nd, 2025 (or on the following
business day if this date is not a business day) (the "Maturity Date").

The Bonds may be redeemed prior to maturity at the option of the Company and at
the option of the bondholders under certain conditions.

In particular, the Bonds may be fully redeemed earlier at par plus accrued
interest, at the Company's option at any time from June 23rd, 2023 until the
Maturity Date, subject to a minimum of 30 (but not more than 90) calendar days
prior notice, if the arithmetic average, calculated over a period of 20
consecutive trading days chosen by the Company from among the 40 consecutive
trading days preceding the publication of the early redemption notice, of the
products of the volume weighted average price of the Company's shares on the
regulated market of Euronext in Paris ("Euronext Paris") on each trading day of
the considered period and the applicable conversion/exchange ratio on each such
trading day exceeds 130% of the nominal value of the Bonds.

Upon a Change of Control of the Company, a Free Float Event or a Delisting of
the shares of the Company (as these terms are defined in the terms and
conditions of the Bonds), all bondholders will have an option to request the
redemption before the Maturity Date of the Bonds at their nominal amount plus
accrued but unpaid interests.

Bondholders will be granted a conversion/exchange right of the Bonds into new
and/or existing shares of the Company (the "Conversion/Exchange Right") which
they may exercise at any time from the Issue Date and until the 7th trading day
(inclusive) preceding the Maturity Date or the relevant early redemption date.

The conversion/exchange ratio is set at one share per Bond subject to standard
adjustments as described in the terms and conditions of the Bonds. Upon
exercise of their Conversion/Exchange Right, bondholders will receive at the
option of the Company new and/or existing Company's shares carrying in all
cases all rights attached to existing shares as from the date of delivery.

Application will be made for the listing of the Bonds on Euronext AccessTM of
Euronext in Paris to occur within 30 calendar days from the Issue Date.

Lock-up undertakings

In the context of the Offering, the Company and Impala SAS have respectively
agreed to a lock-up undertaking on the issuance or sale of shares or of
securities giving access to the share capital for a period starting from the
announcement of the transaction and ending 90 calendar days after the Issue
Date, subject to certain customary exceptions or waiver from the Joint Global
Coordinators.

Dilution

For illustrative purposes, as a result of the Offering and the final
conditions, the issue of 3,679,653 Bonds would lead to a maximum dilution of
approximately 4.3% of the outstanding share capital, should the Company decide
to exclusively deliver new shares upon full exercise of the Conversion/Exchange
right of the Bonds.

Legal framework of the Offering and placement

The Offering of the Bonds has been conducted solely by way of an accelerated
bookbuilt placement in France and outside of France (excluding in particular
the United States of America, Canada, Australia and Japan), to qualified
investors only, in accordance with Article L. 411-2 1° of the French monetary
and financial code (Code monétaire et financier), as per the 19th resolution
approved by the Company's extraordinary general meetings held on May 26, 2020.

Existing shareholders of the Company shall have no preferential subscription
rights (nor priority subscription period) in connection with the issuance of
the Bonds or the underlying new shares of the Company issued upon conversion.

Neoen's Framework and the Second Party Opinion are available online at:
* https://www.neoen.com/en/financial-information

Available information

The Offering of the Bonds has not been subject to a prospectus approved by the
French Financial Market Authority (Autorité des marchés financiers) (the
"AMF"). Detailed information on Neoen, including its business, results,
prospects and related risk factors are described in the Company's universal
registration document (document d'enregistrement universel) filed with the AMF
on April 28, 2020 under number D.20-0386 which is available, together with all
the press releases and other regulated information about the Company, on
Neoen's website (www.neoen.com). The description of the share buyback program
of the Company implemented pursuant to the sixteenth resolution adopted by the
general meeting held on May 26th, 2020 is available on the Company's website at
the address:

https://www.neoen.com/var/fichiers/20200527-neoen-description-of-share-buy-
back-programme.pdf

Important information

This press release does not constitute or form part of any offer or
solicitation to purchase or subscribe for or to sell securities to any person
in the United States, Australia, Canada or Japan or in any jurisdiction to whom
or in which such offer is unlawful, and the Offering of the Bonds is not an
offer to the public in any jurisdiction, including France, other than to
qualified investors.

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 3 GW in operation
or under construction, Neoen is a high-growth company. Neoen is notably active
in France, Australia, Mexico, El Salvador, Argentina, Finland, Portugal,
Ireland, Zambia, Jamaica and Mozambique. In particular, Neoen operates France's
most powerful solar PV farm (300 MWp) in Cestas, and the world's largest
lithium-ion power reserve (150 MW/193.5 MWh storage capacity) in Hornsdale,
Australia. Neoen is targeting at least 5 GW capacity in operation or under
construction by end of 2021. Neoen (ISIN Code: FR0011675362, ticker: NEOEN) is
listed in Compartment A of the regulated market of Euronext Paris.

For more information: www.neoen.com

Investors

Neoen

Delphine Deshayes
+ 33 6 69 19 89 92
communication@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

Disclaimer

This press release may not be released, published or distributed, directly or
indirectly, in or into the United States of America, Australia, Canada or
Japan. The distribution of this press release may be restricted by law in
certain jurisdictions and persons into whose possession any document or other
information referred to herein comes, should inform themselves about and
observe any such restriction. Any failure to comply with these restrictions may
constitute a violation of the securities laws of any such jurisdiction.

No communication or information relating to the offering of the Bonds may be
transmitted to the public in a country where there is a registration obligation
or where an approval is required. No action has been or will be taken in any
country in which such registration or approval would be required. The issuance
or the subscription of the Bonds may be subject to legal and regulatory
restrictions in certain jurisdictions; none of Neoen and the financial
intermediaries assumes any liability in connection with the breach by any
person of such restrictions.

This press release is an advertisement and not a prospectus within the meaning
of Regulation (EU) 2017/1129 (the "Prospectus Regulation"). This press release
is not an offer to the public other than to qualified investors, an offer to
subscribe or designed to solicit interest for purposes of an offer to the
public other than to qualified investors in any jurisdiction, including
France.

The Bonds have been offered only by way of an offering in France and outside
France (excluding the United States of America, Australia, Canada and Japan),
solely to qualified investors as defined in article 2 point (e) of the
Prospectus Regulation and in accordance with Articles L. 411-1 and L. 411-2 of
the French monetary and financial code (Code monétaire et financier). There
will be no public offering in any country (including France) in connection with
the Bonds, other than to qualified investors. This press release does not
constitute a recommendation concerning the issue of the Bonds. The value of the
Bonds and the shares of Neoen can decrease as well as increase. Potential
investors should consult a professional adviser as to the suitability of the
Bonds for the person concerned.

Prohibition of sales to European Economic Area and United Kingdom retail
investors

No action has been undertaken or will be undertaken to make available any Bonds
to any retail investor in the European Economic Area and in the United Kingdom.
For the purposes of this provision:

(a) the expression "retail investor" means a person who is one (or more) of the
    following:
    (i) a retail client as defined in point (11) of Article 4(1) of Directive
        2014/65/EU (as amended, "MiFID II"); or
    (ii) a customer within the meaning of Directive (EU) 2016/97, as amended,
         where that customer would not qualify as a professional client as
         defined in point (10) of Article 4(1) of MiFID II; or
   (iii) not a "qualified investor" as defined in the Prospectus Regulation;
         and
(b) the expression "offer" includes the communication in any form and by any
    means of sufficient information on the terms of the offer and the Bonds
    to be offered so as to enable an investor to decide to purchase or
    subscribe the Bonds.

Consequently no key information document required by Regulation (EU) No
1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the
Bonds or otherwise making them available to retail investors in the European
Economic Area or in the United Kingdom has been prepared and therefore offering
or selling the Bonds or otherwise making them available to any retail investor
in the European Economic Area or in the United Kingdom may be unlawful under
the PRIIPS Regulation.

MIFID II product governance / Retail investors (France only), professional
investors and ECPs only target market - Solely for the purposes of each
manufacturer's product approval process, the target market assessment in
respect of the Bonds has led to the conclusion that: (i) the target market for
the Bonds is French retail investors, eligible counterparties and professional
clients, each as defined in MiFID II; and (ii) all channels for distribution of
the Bonds to French retail investors, eligible counterparties and professional
clients are appropriate. Any person subsequently offering, selling or
recommending the Bonds (a "distributor") should take into consideration the
manufacturers' target market assessment; however, a distributor subject to
MiFID II is responsible for undertaking its own target market assessment in
respect of the Bonds (by either adopting or refining the manufacturers' target
market assessment) and determining appropriate distribution channels. For the
avoidance of doubt, even if the target market includes French retail investors,
the manufacturers have decided that the Bonds will be offered, as part of the
initial offering, only to eligible counterparties and professional clients.

France

The Bonds have not been and will not be offered or sold or cause to be offered
or sold, directly or indirectly, to the public in France other than to
qualified investors. Any offer or sale of the Bonds and distribution of any
offering material relating to the Bonds have been and will be made in France
only to qualified investors (investisseurs qualifiés), as defined in article 2
point (e) of the Prospectus Regulation, and in accordance with Articles L.411-1
and L.411-2 of the French monetary and financial code (Code monétaire et
financier).

United Kingdom

This press release is addressed and directed only (i) to persons located
outside the United Kingdom, (ii) to investment professionals as defined in
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order"), (iii) to high net worth
companies, and other persons to whom it may lawfully be communicated, falling
within by Article 49(2) (a) to (d) of the Order (the persons mentioned in
paragraphs (i), (ii) and (iii) all deemed relevant persons (the "Relevant
Persons")). The Bonds and, as the case may be, the shares to be delivered upon
exercise of the conversion rights (the "Financial Instruments"), are intended
only for Relevant Persons and any invitation, offer or agreement related to the
subscription, tender, or acquisition of the Financial Instruments may be
addressed and/or concluded only with Relevant Persons. All persons other than
Relevant Persons must abstain from using or relying on this document and all
information contained therein.

This press release is not a prospectus which has been approved by the Financial
Conduct Authority or any other United Kingdom regulatory authority for the
purposes of Section 85 of the Financial Services and Markets Act 2000.

United States of America

This press release may not be released, published or distributed in or into the
United States. The Bonds and the shares deliverable upon conversion or exchange
of the Bonds described in this press release have not been, and will not be,
registered under the U.S. Securities Act of 1933, as amended (the "Securities
Act"), or the securities laws of any state of the United States, and such
securities may not be offered, sold, pledged or otherwise transferred in the
United States absent registration under the Securities Act or pursuant to an
available exemption from, or in a transaction not subject to, the registration
requirements thereof and applicable state or local securities laws. The
securities of Neoen have not been and will not be registered under the
Securities Act and Neoen does not intend to make a public offer of its
securities in the United States. Terms used in this paragraph have the meanings
given to them by Regulation S under the Securities Act.

Australia, Canada and Japan

The Bonds may not and will not be offered, sold or purchased in Australia,
Canada or Japan. The information contained in this press release does not
constitute an offer of securities for sale in Australia, Canada or Japan.

The distribution of this press release in certain countries may constitute a
breach of applicable law.

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08/04/2024 17:45

NEOEN SA (EPA:NEOEN) - Neoen announces the success of the first ever European Green Convertible Bonds for a nominal amount of €170m

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