Photon Energy N.V. Resolves Exchange Offer of the EUR Bonds 2017/2022 and taps the 6.50% Green Bonds 2021/2027 by up to EUR 25 Million

Inside information pursuant to Article 17 MAR (public disclosure)

NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN OR IN OR INTO ANY OTHER JURISDICTION WHERE SUCH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.

  • The green bonds will be offered to bondholders of the existing 2017/2022 corporate bonds in form of an exchange offer with a 1.5% loyalty premium plus the difference in net accrued interest on each exchanged bond.
  • The interest rate is 6.50 % p.a., with quarterly payments.
  • The Company intends to use net proceeds of the tap issuance to finance photovoltaic projects or hybrid solutions combined with energy storage, as well as financial instruments that were used to finance such projects or assets.

Amsterdam – 2 September 2022 – The management board of Photon Energy N.V. has resolved to tap the 2021/2027 Green Bonds by an exchange and public offer with subsequent private placement in the aggregate principal amount of up to EUR 25 million.

The bonds, which bear interest at a rate of 6.50% p.a. with quarterly interest payments, will be offered to bondholders of the existing 2017/2022 corporate bonds in form of an exchange offer with a 1.5% loyalty premium plus the difference in net accrued interest on each exchanged bond.

The exchange offer will start on 7 September 2022 and last through 7 October 2022. The public offer, which will take place in the Federal Republic of Germany, the Republic of Austria and the Grand Duchy of Luxembourg, will start on 7 September 2022 and last through 11 October 2022. Subsequently, the bonds will also be offered to a limited number of qualified investors by way of a private placement in those and further European countries. The bonds will be offered at par. 

The securities prospectus has been published on the Company's website, www.photonenergy.com/greenbond2022, following its approval by the Commission de Surveillance du Secteur Financier (CSSF) in Luxembourg, which was issued on 1 September 2022.

‘This tap issuance of our first green bonds allows us to not only offer the bondholders of our existing 2017/2022 corporate bonds an exchange opportunity, but also set another major milestone in the dynamic growth of our company. It will enable us to further accelerate the development and construction of photovoltaic power plants in Romania, Hungary, and Poland, our core Central European growth markets,’ says Clemens Wohlmuth, Chief Financial Officer of Photon Energy Group.

The tap issuance of the 2021/2027 Green Bonds will be included into trading on the Quotation Board trading segment of the Open Market (Freiverkehr) on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) on 14 October 2022.

Bankhaus Scheich Wertpapierspezialist AG, Frankfurt am Main, was appointed as Sole Global Coordinator & Bookrunner for the private placement of the tap issuance.

All information related to the offering process as well as the documents necessary to subscribe for the bonds can be found on the Company’s website under the link www.photonenergy.com/greenbond2022.

The Company intends to use net proceeds of the tap issuance to finance photovoltaic projects or hybrid solutions combined with energy storage, as well as financial instruments that were used to finance such projects or assets, in accordance with the Company’s Green Financing Framework issued in September 2021.

Globally, the Company is developing utility-scale PV projects with a combined capacity of over 825 MWp in its key CEE markets and Australia. Just recently, it started construction on its first six Romanian power plants with a generation capacity of 21.3 MWp, planning to add another 11 MWp by the year-end 2022. Upon commissioning these projects, the Company as an independent power producer (IPP) will own and operate over 120 MWp power plants.

Driven by the continued expansion of its IPP portfolio coupled with great momentum in direct electricity sales into the market, the Company has raised its full-year 2022 guidance with revenue expectations of EUR 85 million from the previously communicated EUR 65 million (up 133.8% YoY) and an EBITDA of EUR 24 million from the previous EUR 18 million (up 150.4% YoY) in August 2022.

About Photon Energy Group

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 over 825 MWp in Australia, Hungary, Poland and Romania and provides operations and maintenance services for around 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.

Media Contact

Martin Kysly
Head of Marketing and Corporate Communications
Tel. +420 774 810 670
E-mail: martin.kysly@photonenergy.com

Investor Relations Contact

Emeline Parry
Investor Relations Manager
Tel. +420 702 206 574
E-mail: ir@photonenergy.com

 

Disclaimers

This publication is an advertisement.

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 was published promptly upon approval by the CSSF, and is available at no charge on www.photonenergy.com/greenbond2022.

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. in the United States of America. 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, or pursuant to an exemption from 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.

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 an offer to the public 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, other than the Federal Republic of Germany, the Republic of Austria and the Grand Duchy of Luxembourg. 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.

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.