NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN OR IN OR INTO ANY OTHER JURISDICTION WHERE SUCH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER RESTRICTIONS APPLY.
Amsterdam – 8 October 2021 – The management board of Photon Energy N.V. (WSE&PSE: PEN, FSX: A1T9KW, ISIN (the ‘Company’) has decided on the issuance of a new corporate green bond. The bond, with a volume of up to EUR 50 million, will bear 6.50 % interest per year and will have a duration of six years.
‘The placement of our first green bond allows us to not only offer investors a sustainable investment opportunity, but also set a major milestone in the growth of our company. The net proceeds from the issuance will enable us to accelerate the development and construction of photovoltaic power plants; principally those in Hungary, Romania and Poland, our core Central European growth markets,’ says Clemens Wohlmuth, Chief Financial Officer of Photon Energy Group.
Subject to the approval of the related prospectus by the Commission de Surveillance du Secteur Financier (CSSF) in Luxembourg, the public offer will take place in the Federal Republic of Germany, the Republic of Austria and the Grand Duchy of Luxemburg from 2 November 2021 through 16 November 2021. During the same period, the bond will also be offered to a limited number of qualified investors in further European countries. In addition, the green bond will be offered to holders of the existing 2017/2022 corporate bonds in the form of an exchange offer, from 18 October 2021 through 12 November 2021.
The 2021/2027 green bond (six-year maturity) has an aggregate principal amount of up to EUR 50 million and will bear interest at a rate of 6.50 % p.a. with quarterly interest payments. An application will be made to include the bond in trading on the Quotation Board segment of the open market on the Frankfurt Stock Exchange. In addition, the Company has commissioned imug | rating for a second-party opinion on its green financing framework.
The securities prospectus will be published on photonenergy.com following its approval by the CSSF, which is expected to be confirmed on 12 October 2021.
Bankhaus Scheich Wertpapierspezialist AG, Frankfurt am Main was appointed as Sole Global Coordinator for the private placement of the corporate green bond.
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 110 MWp and has power plants with a combined capacity of 89.3 MWp in its proprietary portfolio. It is currently developing projects with a combined capacity of over 590 MWp in Australia, Hungary, Poland and Romania and provides operations and maintenance services for over 300 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 in Australia and across Europe.
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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) will be made solely by means of, and on the basis of, a securities prospectus which is to be published. 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 will be published promptly upon approval by the CSSF, and will be 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 under the Securities Act, 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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