DGAP-Ad-hoc: OPDEnergy, S.A. / Key word(s): IPO NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA), CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH RELEASE, DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL
IMPORTANT NOTICE This announcement has been prepared by and is the sole responsibility of the Company. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. This announcement and the information contained herein are not for release, distribution or publication in whole or in part, directly or indirectly, in or into the United States, Canada, Australia, Japan, South Africa or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction. The Offering and the distribution of this announcement 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. This announcement is not an offer to sell or a solicitation of any offer to buy or subscribe for any securities of the Company in any jurisdiction where such offer, sale or subscription would be unlawful and the announcement and the information contained herein is not for distribution or release in whole or in part, directly or indirectly, in or into such jurisdictions. The Prospectus is available at the Company's registered offices and on the respective websites of the Company (https://www.opdenergy.com/inversores/) and the CNMV (www.cnmv.es). The approval of the Prospectus by the CNMV does not constitute an evaluation of the merits of the transactions proposed to investors. Investors should subscribe for the securities referred to herein solely on the basis of the Prospectus and should carefully read the Prospectus before making an investment decision in order to fully understand the potential risks and rewards associated with the decision to invest in the securities referred to herein. Before purchasing any of the securities referred to herein, persons viewing this announcement should ensure that they fully understand and accept the risks which are set out in the Prospectus. Any of the securities referred to herein 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, directly or indirectly, in the United States absent registration under the Securities Act or pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any of the securities referred to herein in the United States or to make a public offering of the securities referred to herein in the United States. There will be no public offer of the securities referred to herein in Australia, Canada, Japan or South Africa. In member states of the European Economic Area (the "EEA"), this announcement is only addressed to and directed at persons who are "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC ("Qualified Investors"). In the United Kingdom, this announcement and any other materials in relation to the securities referred to herein are only being distributed to, and are only directed at, and any investment or investment activity to which this announcement relates is available only to, and will be engaged in only with, a Qualified Investor (i) having professional experience in matters relating to investments so as to qualify as "investment professional" under Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); (ii) falling within Article 49(2)(a) to (d) of the Order; or (iii) being a person 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 (all such persons together being referred to as "Relevant Persons"). Persons who are not Relevant Persons should not take any action on the basis of this announcement and should not act or rely on it or any of its contents. This announcement and its contents must not be acted on or relied upon in any member state of the EEA or in the United Kingdom by persons who are not Qualified Investors or Relevant Persons. The communication of this announcement in any member state of the EEA or in the United Kingdom to persons who are not Qualified Investors or Relevant Persons is unauthorized and may contravene applicable law. Banco Santander, S.A., Citigroup Global Markets Europe AG, Alantra Capital Markets, S.V., S.A., BofA Securities Europe S.A, Joh. Berenberg, Gossler & Co. KG and RBC Capital Markets (Europe) GmbH (collectively, the "Managers")and their respective affiliates are acting exclusively for the Company and/or the selling shareholders and no-one else in connection with the Offering. They will not regard any other person as their respective clients in relation to the Offering and will not be liable to anyone other than the Company and the selling shareholders for providing the protections afforded to their respective clients, or for providing advice in relation to the Offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein. In connection with the Offering, each Manager and any of its respective affiliates, may take up a portion of the securities referred to herein as a principal position and in that capacity may retain, sell, offer to sell, purchase or otherwise deal for its or their own account(s) such securities and any securities of the Company or related investments and may offer or sell such securities or other investments in connection with the Offering or otherwise. Accordingly, references in this announcement or the Prospectus to the securities being issued, offered, subscribed, acquired, placed or otherwise dealt with should be read as including any issue, offering, subscription, acquisition, placement of or dealing with such securities by or to the Managers and any relevant affiliate acting in such capacity. In addition, certain of the Managers or their affiliates may enter into financing arrangements and swaps in connection with which they or their affiliates may from time to time acquire, hold or dispose of the securities referred to herein. The Managers do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so. The Offering timetable, including the date of Admission, may be influenced by a range of circumstances such as market conditions. There is no guarantee that the Offering will proceed and Admission will occur and you should not base your financial decisions on the Company's intentions in relation to Admission at this stage. Subscribing the securities to which this announcement relates may expose an investor to a significant risk of losing all or part of the amount invested. Persons considering making such an investment should consult an authorized person specializing in advising on such investments. This announcement does not constitute a recommendation concerning the Offering. The value of the securities referred to herein can decrease as well as increase. Potential investors should consult a professional adviser as to the suitability of the Offering for the person concerned. Past performance cannot be relied upon as a guide to future performance. None of the Managers, or any of their respective affiliates or any of the respective directors, officers, employees, advisers, representatives or agents of any of their foregoing entities accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith. The information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without announcement. 05-May-2021 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. |
| Language: | English |
| Company: | OPDEnergy, S.A. |
| 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: | 1192919 |
| End of Announcement | DGAP News Service |
1192919 05-May-2021 CET/CEST
