DGAP-Ad-hoc: OPDEnergy, S.A.U. / Key word(s): IPO NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
8 March 2021. Madrid, Spain. In response to news having appeared in the Spanish press, OPDE Investment España, S.L. (the "Company"), OPDEnergy, S.A.U.'s ("OPDEnergy") parent company, would like to confirm that it is considering an initial public offering ("IPO") by way of a mostly primary offering to raise equity to partially fund the development of its pipeline of renewable energy projects in the short term. Separately, OPDEnergy has recently engaged EIG on an exclusive basis in respect of a potential refinancing transaction by way of an optional redemption by OPDEnergy of its outstanding € and US$ senior notes due 2024 with a portion of the net proceeds of a new issuance of up to €140 million in principal amount of senior notes due 2023 (the "Refinancing Transaction" and the "New Notes"). The proposed Refinancing Transaction is not conditional upon the IPO. In turn, OPDEnergy's 100% subsidiary Otras Producciones de Energía Fotovoltaica, S.L. has received acceptance from Marguerite Solar Spain, S.L.U. ("Marguerite") to its non-binding offer and exclusivity agreement until 30 April 2021 regarding the repurchase of Marguerite's 80% share capital in three solar PV plants in Spain with an aggregate total installed peak capacity of 150 MW, subject to completion of the Refinancing Transaction and other customary conditions (the "Marguerite Portfolio Buyback"). Such plants were developed by the OPDEnergy group, which continues to provide operation and management services in respect thereto, and 80% of the equity and shareholder loans of the three project companies were sold to Marguerite in 2019. Assuming that binding agreements are entered into by the parties in respect of the Marguerite Portfolio Buyback and all conditions precedent to closing are met, OPDEnergy intends to apply a portion of the net proceeds from the issuance of the New Notes to fund the execution by Otras Producciones de Energía Fotovoltaica, S.L. of the Marguerite Portfolio Buyback. INSIDE INFORMATION This announcement includes references to a potential initial public offering of the ordinary shares of the Company, following the re-registration of the Company as a sociedad anónima, which is under preliminary analysis by its shareholders and directors, and a decision has not been taken on whether to proceed with such transaction. This announcement is neither a prospectus nor a prospectus equivalent document nor an offer to sell or a solicitation of any offer to buy any securities of the Company, following the re-registration of the Company as a sociedad anónima, in such jurisdictions where such offer or sale would be unlawful. Investors should not subscribe for or purchase, sell or otherwise dispose of any securities referred to in this document except on the basis of information in, or incorporated by reference to, the prospectus to be registered with, and approved by, the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores, the "CNMV"). Once approved, the prospectus will be available at the Company's registered offices and published on the websites of the Company and the CNMV in due course in connection with the proposed initial public offering of ordinary shares (the "Shares") of the Company (the "Offering"). The issue and/or sale of Shares in the Offering are subject to specific legal and regulatory restrictions in certain jurisdictions. The Company assumes no responsibility in the event there is a violation by any person of such restrictions. The Company has not authorized any offer to the public of securities in the United Kingdom or in any Member State of the European Economic Area. In any Member State of the European Economic Area, this announcement is only addressed to and is only directed at qualified investors in that Member State within the meaning of Article 2(e) of Regulation (EU) 2017/1129 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market. In the United Kingdom, this communication is only being distributed to, and is only directed at, and any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129, as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 (i) who are 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"); (ii) who are high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"); or (iii) who are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 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. Persons in the United Kingdom who are not relevant persons should not take any action on the basis of this communication and should not act or rely on it. Neither this announcement nor any part or copy of it may be taken or transmitted into the United States or published, released, disclosed or distributed, directly or indirectly, in the United States, as that term is defined in the United States Securities Act of 1933, as amended (the "Securities Act"). Neither this document nor any part or copy of it may be published, released, distributed or disclosed in Australia, Canada, South Africa or Japan. Any failure to comply with this restriction may constitute a violation of U.S., Australian, Canadian, South African or Japanese securities laws. This announcement and the information contained herein are not a solicitation of an offer to buy securities or an offer for the sale of securities in the United States (within the meaning of Regulation S under the Securities Act). The Shares of the Company have not been, and will not be, registered under the Securities Act, and may not be offered or sold within the United States or to or for the account or benefit of U.S. persons except pursuant to an exemption from, or in the case of a transaction not subject to, the registration requirements of the Securities Act and in compliance with the relevant state securities laws. There will be no public offering of the ordinary shares in the United States. 08-March-2021 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. |
| Language: | English |
| Company: | OPDEnergy, S.A.U. |
| Cardenal Marcelo Spínola, 42, 5th floor | |
| 28016 Madrid | |
| Spain | |
| ISIN: | XS1918788842, XS1918788255, XS1918789907, XS1918789816 |
| WKN: | A2RVQJ, A2RVQK, A2RVQG, A2RVQH |
| Listed: | Regulated Unofficial Market in Frankfurt |
| EQS News ID: | 1173839 |
| End of Announcement | DGAP News Service |
1173839 08-March-2021 CET/CEST
