Amsterdam – 14 October 2022 – Photon Energy N.V. (WSE&PSE: PEN, FSX: A1T9KW) (‘Photon Energy Group’, the ‘Company’ or the ‘Issuer’) has announced that it has tapped its 6.50% Green EUR Bond 2021/2027 (ISIN: DE000A3KWKY4) in the amount of EUR 10 million to a total outstanding amount of EUR 75 million. Despite the macroeconomic circumstances, the tap was met with strong demand from the Company’s existing bondholders in an exchange offer, as well as new institutional investors across Europe.
‘We are very pleased with the continuing support of our existing investors, demonstrated by their acceptance of the exchange offer, as well as the appetitte from new institutional investors within the private placement. In view of the current uncertainties on the capital markets, we consider this as a vote of confidence for our business model and growth strategy, as well as our stringent capital market communication in recent years,’ said Clemens Wohlmuth, CFO of Photon Energy Group.
The green bond – now with a nominal value of EUR 75 million, a 2027 maturity and an interest rate of 6.50% p.a., paid quarterly – has been assessed with regards to its sustainability by imug | rating, by way of a Secondary Party Opinion. It has been trading on the Open Market of the Frankfurt Stock Exchange since 23 November 2021.
Bankhaus Scheich Wertpapierspezialist AG, Frankfurt am Main, has acted as sole global coordinator and bookrunner for the bond placement. Multinational law firm Mayer Brown has acted as legal advisor for the transaction.
The Company intends to use the net proceeds of the green bond placement to finance or refinance, in part or in whole, new and/or existing eligible assets, as well as financial instruments that were used to finance such projects or assets, in accordance with the Company’s Green Financing Framework. This will enable Photon Energy Group to continue its significant contributions to an environmentally friendly future.
Learn more about Photon Energy Group’s Green EUR Bond 2021/2027 here.
Photon Energy Group delivers solar energy and clean water solutions around the world. Its solar power services are provided by Photon Energy; since its foundation in 2008, Photon Energy has built and commissioned solar power plants with a combined capacity of over 120 MWp and has power plants with a combined capacity of 91.9 MWp in its proprietary portfolio. It is currently developing projects with a combined capacity of 892 MWp in Australia, Hungary, Poland and Romania and provides operations and maintenance services for over 330 MWp worldwide. The group’s second major business line, Photon Water, provides clean water solutions including treatment and remediation services, as well as the development and management of wells and other water resources. Photon Energy N.V., the holding company for Photon Energy Group, is listed on the Warsaw, Prague and Frankfurt Stock Exchanges. The company is headquartered in Amsterdam, with offices across Europe and in Australia.
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This communication constitutes neither an offer to sell nor a solicitation to buy securities. The public offering (in Germany, Austria and Luxembourg) has been made solely by means of, and on the basis of, a securities prospectus. An investment decision regarding the publicly offered securities of Photon Energy N.V. should only be made on the basis of the securities prospectus. The securities prospectus was published promptly upon approval by the CSSF, and is available at no charge on www.photonenergy.com.
This announcement is for informational purposes only and does not constitute an offer to buy, sell, exchange or transfer any securities, or the solicitation of an offer to buy any securities of Photon Energy N.V. in the United States of America or any other jurisdiction. There will be no public offering of securities of Photon Energy N.V. The securities of Photon Energy N.V. 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 in the United States absent registration under the Securities Act. Neither Photon Energy N.V. nor any other party to the transaction described herein intends to register the securities described herein under the Securities Act or with any securities regulatory authority of any state or other jurisdiction in the United States of America in connection with this announcement.
In the United Kingdom, such information may be distributed only and is directed only at (i) professional investors within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) high net worth companies falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to herein as "Relevant Persons"). The securities are available only to Relevant Persons and any invitation, offer or agreement to subscribe for, purchase or otherwise acquire such securities will be engaged in only with Relevant Persons. Any person who is not a Relevant Person should not act or rely on this announcement or its contents.
Subject to certain exceptions, the securities referred to in this announcement may not be offered or sold in Australia, Canada or Japan, or to or for the account of persons resident in Australia, Canada or Japan.
Neither Photon Energy N.V. nor any of its affiliates has taken any action that would permit a public offering of the securities or the possession or distribution of this announcement or any other offer or solicitation in connection with the securities in any jurisdiction where such action is required. Accordingly, in Member States of the European Economic Area ("EEA") other than the Federal Republic of Germany, the Republic of Austria and the Grand Duchy of Luxembourg, this announcement is directed only at persons who are "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129.
This announcement contains forward-looking statements that are subject to certain risks and uncertainties. Future results could differ materially from those described in these forward-looking statements due to various factors, including changes in business, economic and competitive conditions, foreign exchange rate fluctuations, uncertainties in litigation or investigative proceedings and the availability of financing. Photon Energy N.V. assumes no responsibility to update any forward-looking statements contained in this release.
Pursuant to EU product governance requirements, the corporate bonds have been subject to a product approval process, under which each distributor has determined that such bonds are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II. Any distributor subsequently offering the corporate bonds is responsible for undertaking its own target market assessment in respect of the corporate bonds and determining appropriate distribution channels.
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