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Amsterdam – 15 November 2021 – Photon Energy N.V. (WSE&PSE: PEN, FSX: A1T9KW) (‘Photon Energy Group’ or the ‘Company’) has announced that creditors of the currently outstanding 7.75% bond 2017/22 have accepted the Company’s exchange offer for the 6.5% Photon Energy Green EUR Bond 2021/27 (ISIN: DE000A3KWKY4) with great interest. As of Friday, 12 November, the official end of the exchange period, investors had registered around 21.2 million euros nominally for exchange, which corresponds to a ratio of 47% of the outstanding bond and around 42% of the newly offered 6.5% Green EUR Bond 2021/27.
The subscription period for the new 6.5% green bond runs until Wednesday, 17 November 2021, 12:00 CET, via the Frankfurt Stock Exchange’s ‘DirectPlace’ subscription facility, or directly via the subscription form available on the Company’s website. Institutional investors can place their orders until then with Bankhaus Scheich Wertpapierspezialist AG within the private placement.
‘We are very pleased about the strong commitment from existing investors, which they have expressed by accepting the exchange offer. We see this as a vote of confidence in our company’s business model and growth strategy as well as our stringent capital market communication over the past few years,’ said Clemens Wohlmuth, CFO of Photon Energy Group. ‘The high acceptance rate has not only created an essential cornerstone for the refinancing of the outstanding 7.75% 2017/22 bond, but also for the financing of the further expansion of our PV power plant portfolio.’
The new green bond – with a nominal value of up to 50 million euros, a maturity in 2027 and an interest rate of 6.50% p.a., paid quarterly – was confirmed by imug | rating with regard to its sustainability in a Second Party Opinion and is scheduled to be traded on the Open Market of the Frankfurt Stock Exchange from 23 November 2021 onwards. The net proceeds will be used to finance and refinance the development and construction of photovoltaic power plants, enabling Photon Energy Group to make a significant contribution to an environmentally friendly future.
Learn more about Photon Energy Group’s Green EUR Bond 2021/27 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 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 890 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) 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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