investor relations

Green EUR Bond 2021/2027

A green investment

Photon Energy N.V. is launching a public offer for its Green EUR-denominated 6-year corporate bond (with a 6.50% p.a. coupon and quarterly payments) together with an exchange offer for the holders of its previous 7.75% p.a. EUR Bond.

Why Invest?

6.50% annual coupon

Attractive return of investment thanks to annual coupon of 6.50%.

Quarterly payment

Regular cash-flow from investment thanks to quarterly payment of coupons.

Daily liquidity

Trading on Stock Exchanges in Germany planned.

Sustainable Investment

Alignment with ICMA’s Green Bond Principles.

 

Highlights

  • Attractive annual coupon of 6.50% p.a. with regular cash-flow thanks to quarterly coupon payment.
  • Daily liquidity: trading on the Frankfurt Stock Exchanges in Germany.*
  • Sustainable investment: we have commissioned imug | rating to obtain a second-party opinion, confirming the alignment of our Green Financing Framework with ICMA’s Green Bond Principles.
  • Secured long-term and plannable cash flows from the portfolio for debt servicing.
  • Transparent and open communication with capital markets.
  • Finance model allows for highly efficient use of capital to rapidly expand portfolio.
  • Dedicated and experienced management team with long-term commitment from the owners.
  • Clear growth strategy in promising future markets to expand proprietary portfolio with focus on geographical and seasonal diversification.
  • According to IRENA predictions, by 2050 PV power is expected to supply 25% of global electricity demand.

* Listing of the bonds expected on the open market of the Frankfurt Stock Exchange as of 23 November 2021

 

About the Bond

Reasons for Issuing

  • To ensure flexibility and a sound financing position for Photon Energy Group in the execution of our strategy, which is focused on the expansion of our electricity generation asset base. This will create multiple recurring revenue streams from our fully integrated business model.
  • To create an offer for investors as new or follow-up investments.

Terms and Conditions

Issuer

Photon Energy N.V.

ISIN

DE000A3KWKY4

Denomination

EUR 1,000

Coupon

6.50% p.a., quarterly payment

Volume

EUR 50 million

Initial Offering

2.11.2021 - 16.11.2021

Exchange Offer to Holders of EUR Bond 2017/2022

18.10.2021 - 12.11.2021

One-off exchange bonus of 2% (20 EUR per bond)

Term/Redemption

Six years: 22.11.2027 at par

Placement/Segment

Public offer in Germany, Austria and Luxembourg, private placement in other EU countries

Secondary Market

Trading on the Open Market of the Frankfurt Stock Exchange from 23.11.2021

Paying Agent

BAADER Bank AG

Covenants
  • Dividend restriction (max 50% of distributable profits if EBITDA/ICR >2)
  • Pari passu – Equal seniority of existing and future unsecured claims
  • Cross default
  • Negative pledge
  • Change of Control-Clause
  • Equity ratio must always be at least 25%*
  • Transparency obligations (the interest rate shall be increased by 1.00% per annum (ACT/ACT) for the interest period following the interest period in which the failure to fulfil the reporting obligations occurred

* Subject to current legal framework requirements. The sum of interest-bearing debt capital and equity capital are used as total capital to determine the Equity ratio.

Use of Proceeds

The net proceeds will be used to finance or re-finance green projects or assets, or financial instruments which were used to finance green projects in accordance with our Green Financing Framework. In particular:

  • the development of new projects and the construction of projects brought to the ready-to-build stage for our proprietary portfolios in Hungary, Poland and Romania

  • the refinancing of our EUR Bond 2017/2022, ending on 26 October 2022 (ISIN: DE000A19MFH4)

 

Frequently Asked Questions

How do I invest?

The Green EUR Bond 2021/2027 (ISIN: DE000A3KWKY4) can be bought:

  • through the Subscription Box at the Frankfurt Stock Exchange ('Direct Place')

  • by using the subscription form (available soon)

If you have any questions, you can contact us directly at bond@photonenergy.com.

Why are you issuing a new bond?

The new Green EUR Bond 2021/2027 was primarily issued to ensure flexibility and sound financing position in the execution of the Group’s strategy which is focused on the expansion of our portfolio of photovoltaic power plants, creating multiple recurring revenue streams from our fully-integrated energy business model.

The net proceeds will be used to finance or re-finance green projects or assets, or financial instruments which were used to finance green projects in accordance with our Green Financing Framework. In particular:

  • the development of new projects and the construction of projects brought to the ready-to-build stage for our proprietary portfolios in Hungary, Poland and Romania

  • the refinancing of our EUR Bond 2017/2022, ending on 26 October 2022 (ISIN: DE000A19MFH4)

How will the proceeds be invested?

The net proceeds will be used to finance or re-finance projects or assets providing distinct environmental benefits or financial instruments that were used to finance such projects, known as ‘Green Eligible Projects’.

Green Eligible Projects are defined as investments that promote the transition to the increased use of renewable energy, related to the acquisition, development, construction of electricity generation facilities that produce electricity from solar power or hybrid solutions, possibly combined with energy storage.

We will continuously exercise professional judgement, discretion and sustainability expertise when identifying these Green Eligible Projects.

Part of the proceeds will be used for the refinancing of outstanding EUR Bond 2017/2022 with the maturity date of 26 October 2022 (ISIN: DE000A19MFH4). Given a reliable track record of quarterly coupons paid, as well as a stable trading price, which on average was above 100%, we believe that this offer represents an interesting follow-up investment vehicle to our existing bondholders.

Our Green Financing Framework, developed in alignment with the Green Bond Principles 2021 (GBP) is available here. We will publish an allocation and impact report as part of our annual sustainability report as long as there are green finance instruments outstanding.

What experience do you have developing and building large-scale PV power plants?

Since our foundation in 2008, Photon Energy has developed, built and commissioned PV power plants with a combined capacity of over 110 MWp in Germany, Italy, the Czech Republic, Slovakia, Hungary and Australia.

What are your activities in the target markets?

We have been active in Australia since 2011, Romania since 2015, in Hungary since 2016 and Poland since 2020, We currently have projects with a total capacity of almost 600 MWp under development in these markets.

We intend to capitalise on the ever-expanding worldwide opportunities in the solar industries and to accelerate the growth of Photon Energy Group.

The key pillar of our strategy is the expansion of our electricity generation asset base in the target markets, creating multiple recurring revenue streams from our fully integrated business model.

Who is the new bond aimed at?

This bond is aimed at private and institutional investors in the Federal Republic of Germany, the Republic of Austria and the Grand Duchy of Luxembourg; investors who expect an above-average return on a medium-length investment of six years.

How do you finance the payment of coupons?

The payment of coupons is secured through revenues from our existing power plants.

What are the possible risks?

For a comprehensive list of potential risks, please refer to the ‘Risk’ section of the Prospectus.

Where are the bonds traded?

The bonds are intended to be traded on the open market of the Frankfurt Stock Exchange starting from 23 November 2021.

What are your financial results?

  • Steadily increasing revenues, to EUR 28.5 million in 2020, mainly driven by the electricity generation of our growing proprietary portfolio

  • Solid balance sheet with total assets of EUR 177.2 million and equity of EUR 69.1 million

  • Adjusted equity ratio increased to a comfortable level of 32.0%, stabilising our financial situation and allowing us to deliver on our strategic objectives.

Further information can be found here.

Can I sell/return the bonds before the maturity of six years?

The Green EUR Bonds 2021/2027 will be traded on the Frankfurt Stock Exchange, where they can be sold through the market. There is no guarantee that a stable and active trading environment will exist.

However, the trading track record of our outstanding EUR Bond 2017/2022 is encouraging. In the trading period from 25 October 2017 until 30 September 2021, the trading volume amounted to EUR 51.818 million (nominal value, including the volume traded in Berlin, Munich & Stuttgart) with an opening price of 100.00 and a closing price of 100.75 in Frankfurt. During this period the average daily turnover amounted to EUR 52,131.

For a complete list of bondholders’ rights please refer to the Prospectus.

Where can I find further information?

Detailed information about this bond is available in the Prospectus.

If you have any further questions, please feel free to contact us at bond@photonenergy.com.

 

Subscribe

The bond can be subscribed to directly through us. To do so, please follow the following steps.

  1. Fill in the appropriate order form: Subscription Form for German Investors / Subscription Form for Austrian Investors (available soon)

  2. Send the completed, signed order form to us at bond@photonenergy.com

  3. Transfer the purchase price to the specified bank account

After receipt of the subscription form and purchase price, we will send an order confirmation. The bond will then be delivered to your depository account on 23 November 2021.

If you have any questions, please contact us at bond@photonenergy.com.

 

Exchange Bonds

We are offering bondholders the opportunity to exchange their EUR Bond 2017/2022 (ISIN: DE000A19MFH4), which has a maturity date of 26 October 2022, for the newly issued Green EUR Bond 2021/2027, which has a maturity date 22 November 2027, along with an exchange bonus of 2.00%.

This exchange can be made at a ratio of 1:1. The exchange period will begin on 18 October 2021, 00:00 CEST and end on 12 November 2021 at 18:00 CEST.

Holders of the 2017/2022 Bond that submit an exchange order to their depositary institution will still be entitled to the interest payment until the date of issue of the Green EUR Bond 2021/2027 (planned for 23 November 2021).

Holders of the EUR Bond 2017/2022 who participate in this exchange offer do of course have the option to both keep their current subscriptions and also subscribe to the Green EUR Bond 2021/2027.

If you wish to exchange your EUR Bond 2017/2022, please contact your depositary institution, which will provide you with the necessary forms. They will also instruct you if you want to sign up for additional new Green EUR Bond 2021/2027.

If you are unsure who your depository institution is or if you have any further questions, please contact us at bond@photonenergy.com

The complete text of the exchange offer can be downloaded here and is also part of the approved prospectus.

Why Exchange?

  • Based on our track record of quarterly payments and the stable price of the bond on the stock markets, we want to provide current investors the opportunity for a follow-up investment.
  • The new Green EUR Bond 2021/2027 will also have quarterly coupon payments, ensuring a stable, continued cash-flow.
  • Bondholders who participate in the exchange offer will receive an additional one-time bonus of 2.00%.

 

Contact

Bond Subscription Support

E: bond@photonenergy.com

T: +420 277 002 921

Photon Energy N.V.
c/o Photon Energy Corporate Services CZ s.r.o.
Karolinská 661/4
186 00 Prague
Czech Republic

Disclaimer

This website constitutes neither an offer to sell nor a solicitation to buy any corporate bonds of Photon Energy N.V., nor any financial or investment advice.

The information published on this website or any part of the information must not serve as a basis for a binding contract of any kind nor be considered as reliable information for such a contract.

A public offer of corporate bonds of Photon Energy N.V. can only be made on the basis of the published prospectus and prospectus supplements which have been approved by the Commission de Surveillance du Secteur Financier (CSSF). The prospectus and supplements are available free of charge on this website. Insofar as forecasts, expectations, opinions or estimates are expressed on this and the following pages or projections are made outside the sales prospectus, please note that only the information provided in this sales prospectus is relevant for the purposes of forming an opinion on the corporate bond.

Photon Energy N.V. does not assume any liability that the bonds described on this website are a suitable investment to all investors. Any information mentioned on this and the following pages do not constitute a recommendation by Photon Energy N.V. to subscribe for bonds of Photon Energy N.V. or to purchase them in any other form.
Visitors to this website are solely responsible for analysing the content of this website, checking its integrity as well as weighing the risks and opportunities of purchasing bonds of Photon Energy N.V. It is advisable to consult the prospectus for the Photon Energy N.V. bond as well as its supplements and other publicly accessible sources about the bond and seek professional investment advice depending on their individual financial situations.

In some countries the purchase of corporate bonds, on which information is being published on the following web pages, can be generally forbidden or forbidden for certain people and only possible for certain investors. The same can be true for the dissemination of information about these corporate bonds. Visitors to this website are encouraged to inform themselves about such existing restrictions and adhere by them.
The information on this and the following websites are not intended for U.S. persons (as defined in Regulation S of the U.S. Securities Act 1933, as amended (“Securities Act”)), or persons with residence in the USA, Canada, Australia or Japan. The information on this and the following websites must not be viewed by or distributed to such persons.
In the United Kingdom, this announcement is only directed at persons who are 'qualified investors' within the meaning of Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 who are also (i) investment professionals falling within 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, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as 'relevant persons'). The corporate bonds are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such corporate bonds will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this information or any of its contents.
In member states of the European Economic Area other than the Federal Republic of Germany, the Republic of Austria and the Grand Duchy of Luxembourg the placement of corporate bonds described in this announcement is directed exclusively at persons who are 'qualified investors' within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (Prospectus Regulation).

Information for Distributors

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.

By accessing the following pages you confirm that you have noted these terms and conditions and confirm that you are neither a U.S. person (as defined in Regulation S under the Securities Act) nor have residence in the USA, Australia, Canada or Japan and that you will not distribute the information contained on this website to U.S. persons (as defined in Regulation S under the Securities Act) nor persons who have permanent residence in the USA, Australia, Canada or Japan. You also confirm that the information contained on this website constitutes neither an offer to sell nor a solicitation to buy any corporate bonds of Photon Energy N.V., nor any financial or investment advice.

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