SOWITEC group GmbH issues new secured 8.00 % Green Bond 2023/2028 with a volume of up to EUR 25 million including exchange offer to the holders of the bond 2018/2023

Sonnenbühl, 28 February 2023 – The Management of SOWITEC group GmbH has resolved today to issue a new secured bond (ISIN: DE000A30V6L2) with a volume of up to EUR 25 million and a coupon of 8.00% p.a. over the term of five years (“notes 2023/2028”). The security qualifies as a Green Bond because, according to the second party opinion of the research and rating agency imug Beratungsgesellschaft GmbH, it meets all the criteria of the International Capital Market Association in accordance with the applicable Green Bond Principles. As collateral for the notes 2023/2028, shares in SoWiTec operation GmbH, a wholly owned subsidiary of the issuer, are pledged to a trustee in favor of the bondholders, whereby shares in the amount of 2% of the share capital of SoWiTec operation GmbH are pledged for every EUR 1 million or part thereof of the aggregate principal amount of the notes 2023/2028 issued (this corresponds to 50% for an issue volume of EUR 25 million). The pledge will be made with effect from 31 May 2023 at the latest.

The offer for the new secured 8.00% Green Bond 2023/2028 consists of a public exchange offer, a public offer and a private placement. Under the public exchange offer, holders of the EUR 15 million outstanding 6.75% notes (ISIN: DE000A2NBZ21) (“notes 2018/2023”) may exchange their notes 2018/2023 for the new notes 2023/2028 on a 1-for-1 basis. Furthermore, they will receive an additional amount of EUR 15.00 and accrued interest per exchanged note 2018/2023. The public exchange offer will start on 2 March 2023 and end on 23 March 2023 (18:00 CET).

The public offer for new subscriptions in Germany and Luxembourg will be carried out from 6 March 2023 until 28 March 2023 (12:00 CEST) via the subscription functionality DirectPlace of the Frankfurt Stock Exchange in the trading system XETRA and by publishing an offer advertisement in Luxembourg. At the same time, ICF BANK AG and Quirin Privatbank AG as Joint Lead Managers and Joint Bookrunners will conduct a private placement exclusively to qualified investors in Germany and certain other European countries. DICAMA AG (Lead Arranger) and Lewisfield Deutschland GmbH are acting as Financial Advisors for the transaction.

The net issue proceeds from the public offer and the private placement are intended – in the following order and priority – for the financing and refinancing of current and future projects of the SOWITEC Group and, depending on the acceptance rate of the exchange offer, also partly for the refinancing of the notes 2018/2023, if applicable. In the context of project financing, the inflowing funds will be used primarily for the development, construction and operation of (i) wind parks, (ii) photovoltaic parks and (iii) hybrid projects (combination of wind and photovoltaic projects, also connected with battery storage) in accordance with the framework for green bonds prepared by the issuer. In geographical terms, the majority of the net issue proceeds shall be used to finance wind and photovoltaic projects within Germany and, if applicable, opportunistically in other non-European countries where the SOWITEC Group is already active.

The securities prospectus approved today by the Luxembourg Financial Market Authority (Commission de Surveillance du Secteur Financier (CSSF)) and notified to the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin)) is available for download on the website of SOWITEC group GmbH (www.sowitec.com/de/investor).

The new secured 8.00% Green Bond 2023/2028 is expected to be included in trading on the Freiverkehr of the Frankfurt Stock Exchange (Open Market of Deutsche Börse AG) on 30 March 2023.

SOWITEC group GmbH
The Management

Important note:
This publication is neither an offer to sell nor a solicitation of an offer to buy securities. The securities which are the subject of this publication are offered by the issuer exclusively in the Federal Republic of Germany and the Grand Duchy of Luxembourg by way of a public exchange offer and a public offer. Outside the Federal Republic of Germany and the Grand Duchy of Luxembourg, an offer will be made exclusively in the form of a private placement in accordance with the applicable exemption provisions.

In particular, the securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration under the Securities Act or an applicable exemption from the registration requirements.

This publication does not constitute a securities prospectus. The investment decision of interested investors with respect to the securities referred to in this publication should be made solely on the basis of the securities prospectus prepared by the issuer in connection with the public offer of these securities, including the terms and conditions of the bond or the terms and conditions of the exchange, respectively, each of which is available for download on the issuer’s website at www.sowitec.com/de/investor.

Contact:
Frank Ostermair, Linh Chung
Better Orange IR & HV AG
089/8896906-25
linh.chung@better-orange.de