Voltalia SA announces the success of the offering of its inaugural green bonds convertible into new shares and/or exchangeable for existing shares (OCEANEs Vertes) due 2025 for a nominal amount of approx.€200 million

Voltalia SA announces the success of the offering of its inaugural green bonds convertible into new shares and/or exchangeable for existing shares (OCEANEs Vertes) due 2025 for a nominal amount of approx.€200 million




Voltalia SA announces the success of the offering of its inaugural green bonds convertible into new shares and/or exchangeable for existing shares (OCEANEs Vertes) due 2025 for a nominal amount of approx.€200 million

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA OR IN AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH OFFERS, OR SALES OF THE SECURITIES WOULD BE PROHIBITED BY APPLICABLE LAW

Voltalia (Euronext Paris, ISIN Code: FR0011995588, Ticker: VLTSA FP, Sustainalytics ESG Rating: 15.2 (low risk), Gaia ESG Rating: 76/100) (the “Company”), an international player in renewable energies, today announces the success of the placing of a green senior unsecured bond convertible into new shares and/or exchangeable for existing shares of the Company (OCEANEs Vertes) due 2025, (the “Bonds”), by way of an accelerated bookbuilt placement to qualified investors (within the meaning of Regulation (EU) 2017/1129) only, in accordance with Article L. 411-2, 1° of the French monetary and financial code (Code monétaire et financier), for a nominal amount of approx. €200 million (the “Offering”).

Overview of the transaction

  • With its inaugural green convertible bond offering, Voltalia reaffirms its commitment to sustainable finance through improving global environment and fostering local development
     
  • Voltalia’s inaugural green convertible bond due 2025 will be issued at par for a nominal amount of approx. €200 million and will bear interest at a rate of 1.0% from the issue date. The nominal unit value of the bonds has been set at €31.83, representing a premium of 37.5% above Voltalia’s reference share price
     
  • The net proceeds of the offering will be allocated to finance and/or refinance Eligible Green Projects as defined by the Voltalia’s Green & Sustainability-linked Financing Framework available on Voltalia website

Our inaugural green convertible bond met with strong demand and the implementation of our innovative Green & Sustainability Financing framework is now fully validated by the financial community. I warmly thank investors for supporting Voltalia’s development but also for continuously raising the standard in terms of CSR expectations. They find concrete translation in Voltalia’s strategy and practices and I look forward to future discussions about our progresses in these fields” declares Sebastien Clerc, CEO of Voltalia.

Main terms of the Bonds

The Bonds will be issued at par and will bear interest at a rate of 1.0% from the issue date, payable annually in arrears on January 13 of each year (or on the following business day if such day is not a business day), and for the first time on January 13, 2022.

The nominal unit value of the Bonds has been set at €31.83 corresponding to a premium of 37.5% above the reference share price which has been 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 approximately 0.8 million shares. A stock loan facility will be provided by Voltalia Investissement, the reference shareholder of Voltalia, with the joint global coordinators acting as pivot of the facility.

The settlement-delivery of the Bonds and of the shares are expected to take place on January 13, 2021 (the “Issue Date”).

Unless previously converted, exchanged, redeemed or purchased and cancelled, the Bonds will be redeemed at par on January 13, 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 February 05, 2024 until the Maturity Date, subject to a minimum of 30 (but not more than 60) 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 daily 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), any bondholder will have the option to require the Company to redeem all, but not some only, of its Bonds at par 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, including anti-dilution and dividend protections, as detailed 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.

Voltalia Green & Sustainability-linked Financing Framework

Voltalia’s Framework and the external review of the Framework by EthiFinance, as Second Party Opinion provider, are available on the Company’s website.

Lock-up undertakings

In the context of the Offering, the Company and Voltalia Investissement have respectively agreed to a lock-up undertaking on the issuance or sale of shares or of securities giving access to the Company’s 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, considering an aggregate principal amount of €199 999 985.40, represented by 6 283 380 Bonds each with a nominal value of €31.83, based on the initial conversion/exchange ratio, the maximum potential dilution would represent approximately 6.6% of the Company’s outstanding share capital, if the Conversion/Exchange Right was exercised for all the Bonds and the Company decided to only deliver new shares upon exercise of the Conversion/Exchange Right.

Legal framework of the Offering and placement

The Offering has been conducted by way of an accelerated bookbuilt placement to qualified investors (within the meaning of Regulation (EU) 2017/1129 (as amended, the “Prospectus Regulation”)) only, in accordance with Article L. 411-2 1° of the French monetary and financial code (Code monétaire et financier), as per the authorization granted by the Company’s extraordinary general meeting held on May 13th, 2020 (26th resolution), in France and outside of France (excluding, in particular, the United States of America, Australia and Japan), without an offer to the public (other than to qualified investors) in any country (including France).

Existing shareholders of the Company shall have no preferential subscription rights and there will be no priority subscription period, in connection with the issuance of the Bonds or the underlying new shares of the Company issued upon conversion.

Available information

Neither the offering of the Bonds, nor the admission of the Bonds to trading on Euronext AccessTM has been subject to a prospectus approved by the French Autorité des marchés financiers (the “AMF”), as defined in the Prospectus Regulation. No key information document required by Regulation (EU) 1286/2014 has been or will be prepared. Detailed information about Voltalia, including its business, results, prospects and the risk factors to which Voltalia is exposed are described in the Company’s universal registration document (Document d’enregistrement universel) for the financial year ended December 31, 2019, filed by the Company with the AMF on March 25, 2020 under No. D.20-0181; the Company’s half-year financial report as of June 30, 2020; and the Company’s press releases (including third quarter revenues as of September 30, 2020) and other regulated information about the Company; which are all available on the Company’s website (https://www.voltalia.com).

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 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 within the meaning of the Prospectus Regulation, or an offer to retail investors as such term is defined below.

Note: The English version of this press release may differ from the French version for regulatory reasons.

Next on the agenda: Q4 2020 revenues on January 26, 2021

About Voltalia (www.voltalia.com)
Voltalia is an international player in the renewable energy sector. The Group produces and sells electricity generated from wind, solar, hydraulic, biomass and storage facilities that it owns and operates. Voltalia has generating capacity in operation and under construction of more than 1.3 GW and a portfolio of projects under development representing total capacity of 8.5 GW. 

Voltalia is also a service provider and supports its investor clients in renewable energy projects during all phases, from design to operation and maintenance.  

As a pioneer in the corporate market, Voltalia provides a global offer to private companies, ranging from the supply of green electricity and energy efficiency services to the local production of their own electricity.

The Group has more than 1,000 employees and is present in 20 countries on 4 continents and is able to act worldwide on behalf of its clients.

Voltalia is listed on the regulated market of Euronext Paris, compartment B (FR0011995588 – VLTSA) and is part of the Enternext Tech 40 and CAC Mid & Small indices. The Group is also included in the Gaïa-Index, an index for socially responsible midcaps.

Voltalia
Investor Relations: invest@voltalia.com
T. +33 (0)1 81 70 37 00
Actifin
Press Contact: Jennifer Jullia
jjullia@actifin.fr  .  T. +33 (0)1 56 88 11 11

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 or the Concurrent Accelerated Bookbuilding of existing shares of the Company by the joint global coordinators 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 by the Company or the subscription of the Bonds and the Concurrent Accelerated Bookbuilding of existing shares of the Company by the joint global coordinators may be subject to legal and regulatory restrictions in certain jurisdictions; none of Voltalia and the joint global coordinators 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, or 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, Japan and any other jurisdiction where a registration process or an approval would be required by applicable laws and regulations), solely to qualified investors as defined in article 2 point (e) of the Prospectus Regulation and in accordance with Article L. 411-2 1° 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. This press release does not constitute a recommendation concerning the issue of the Bonds, other than to qualified investors. The value of the Bonds and the shares of Voltalia 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 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. For the purposes of this provision:

  1. the expression “retail investor” means a person who is one (or more) of the following:
    1. a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II“); or
    2. 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
    3. not a “qualified investor” as defined in the Prospectus Regulation; and
  2. 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 has been prepared and therefore offering or selling the Bonds or otherwise making them available to any retail investor in the European Economic Area may be unlawful under the PRIIPS Regulation.

Prohibition of sales to UK retail Investors

No action has been undertaken or will be undertaken to make available any Bonds to any retail investor in the United Kingdom (“UK”).  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 (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (“EUWA”); or

(ii)            a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or

(iii)           not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA; and

(b)           the expression an “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 for the Bonds.

Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or selling the Bonds or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Bonds or otherwise making them available to any retail investor in the UK may be unlawful under the UK 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 Article L.411-2 1° 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 Voltalia have not been and will not be registered under the Securities Act and Voltalia 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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