DGAP-Ad-hoc: OPDEnergy, S.A. / Key word(s): IPO
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OPDENERGY HOLDING, S.A.
CNMV approves the prospectus for the initial offering of ordinary shares of Opdenergy
OPDENERGY HOLDING, S.A. ("Opdenergy" or the "Company") expects to raise gross proceeds of approximately €375 million through the initial offering of new ordinary shares, and existing shareholders will grant a secondary over-allotment option for an additional amount of up to €37.5 million through the sale of existing ordinary shares of the Company (the "Offering").
The Spanish Securities Market Commission (Comisión Nacional del Mercado de Valores, "CNMV") has approved and registered today the prospectus (the "Prospectus") for the Offering and the admission to listing on the Barcelona, Bilbao, Madrid and Valencia Stock Exchanges (the "Spanish Stock Exchanges"). The Company expects to issue new ordinary shares for an initial amount of approximately €375 million (the "New Offered Shares"). The Offering may be extended with the sale of existing ordinary shares representing up to 10% of the New Offered Shares (an additional approximate amount of €37.5 million) (the "Additional Shares" and, together with the New Offered Shares, the "Shares") if the Joint Global Coordinators (as defined below) exercise the over-allotment option granted by the Company's existing shareholders (Aldrovi, S.L., Jalasa Ingeniería, S.L. Unipersonal and Marearoja Internacional, S.L. - collectively, the "Selling Shareholders"). Following admission to listing of the Company's ordinary shares on the Spanish Stock Exchanges, the Company and the Selling Shareholders will be subject to a 180-day lock-up restriction and the Company's senior management team and employees subscribing for New Offered Shares in the non-qualified investors tranche to a 365-day lock-up restriction.
Following the Offering, the Selling Shareholders will remain the majority shareholders of Opdenergy.
The Offering will consist of two tranches and will be primarily addressed to international qualified institutional investors. It will include a non-qualified investors tranche which will not exceed €11.5 million in gross proceeds, addressed to certain employees of the Company and its subsidiaries in Spain, as well as to selected related non-qualified investors in the European Union.
The admission to listing on the Spanish Stock Exchanges is expected to take place on May 7, 2021 under the ticker "OPDE".
The indicative and non-binding Offering price range has been set at between €4.26 and €5.20 per Share which would place the approximate market capitalization of Opdenergy following the Offering between €826 and €926 million. The final Offering price is expected to be determined on or about May 5, 2021, following the completion of a book-building process which will start on April 23, 2021.
Banco Santander, S.A. and Citigroup Global Markets Europe AG will be acting as Joint Global Coordinators and Joint Bookrunners (the "Joint Global Coordinators") for the Offering. BofA Securities Europe S.A., Alantra Capital Markets, S.V., S.A., Joh. Berenberg, Gossler & Co. KG and RBC Capital Markets (Europe) GmbH will be acting as Joint Bookrunners (together with the Joint Global Coordinators, the "Managers"). Evercore and Rothschild & Co. will be acting as financial advisers to the Company.
Becoming a publicly listed company will provide Opdenergy with additional advantages, including brand recognition, enhanced transparency and corporate governance, reinforced institutional profile; and it is also expected to strengthen and institutionalize Opdenergy's relationship with internal and external stakeholders, while broadening the shareholder base by incorporating institutional investors and a diversified base of international shareholders, thus improving the Company's access to international public capital markets. In addition, the Company is well positioned to play an active role in the transition to Environmental, Social and Governance ("ESG") investing, providing for an opportunity to invest in an asset that will contribute positively and in an active manner to the transition towards a decarbonized world while simultaneously targeting sustainable long-term returns.
Luis Cid, CEO of Opdenergy, stated:
"The Offering represents a key milestone for Opdenergy in its path to become a large-scale IPP in Europe and the Americas. The Company is currently in an ideal position benefiting from a robust balance sheet, a high quality and well-diversified operating portfolio and a tangible and attractive pipeline located in selected OECD markets. The Offering proceeds will allow us to accelerate and fuel our ambitious business plan.
At Opdenergy we remain fully committed to continue developing renewable energy projects in our markets, with a profitable and business-oriented strategy focusing on sustainability, and to continue delivering clean energy to our clients."
INFORMATION ON THE COMPANY
Opdenergy is a well-established and fully integrated independent producer of sustainable energy, focused on the production of solar photovoltaic ("PV") and onshore wind power, with a presence in selected OECD renewable energy markets. In particular, Opdenergy is present and has pipeline projects in five European markets (Spain, Italy, the United Kingdom, France and Poland) and three markets in the Americas (the United States, Chile and Mexico). Opdenergy's vertically integrated approach, with in-house expertise and integrated capabilities along the entire value chain, ensures valuable understanding of and control over the projects' development, structuring, financing, construction and operation and maintenance.
As of the date of this announcement, the Company's operating, ready for operation and under construction portfolio includes 13 solar PV plants and one onshore wind plant, with an aggregate gross installed capacity of c.583.7 MW (including plants in respect of which the Company owns non-controlling interests) and an attributable installed capacity of c.468.3 MW. Approximately 104.3 MW of gross installed capacity correspond to Sol de los Andes, a wholly-owned solar PV plant located in Chile that is under construction, and the remaining gross installed capacity of c.479.4 MW (c.364 MW on an attributable basis) correspond to operating plants and plants which are ready for operation. In addition, the Company has an attractive growth profile with a pipeline having an aggregate gross capacity of c.9.4 GW, of which c.3.7 GW relates to projects that are currently at the most advanced stages (backlog and advanced stage projects), which the Company expects to undertake in the short to medium term.
The Offering represents the next step in Opdenergy's long-term development and ongoing transformation to become a large-scale geographically diversified independent power producer ("IPP"). Net proceeds from the primary component of the Offering will be fully dedicated to partially fund the equity portion of the capital expenditures and investment requirements associated with the development and construction of the c.3.7 GW that corresponds to the Company's most mature pipeline projects, which includes c.907 MW of backlog projects, located in Spain and the United States, and c.2,781 MW of advanced stage projects. More than 93% of the backlog and advanced pipeline capacity is expected to reach a Ready-to-Build ("RTB") stage before the end of 2022, providing high visibility regarding the deployment in the short term of funds raised in the Offering.
Opdenergy has a clear vision and a well-defined strategy oriented towards the achievement of its medium-term targets while promoting sustainable development. The Company is focused on OECD countries, creditworthy investment-grade off-takers and hard currency-denominated (or hard currency-linked) energy sales, which are supported primarily by long-term power purchase agreements ("PPAs") or other types of remuneration arrangements such as public remuneration plans with fixed or stabilized remuneration prices (or a combination thereof), for most of its power production, providing the Company with significant visibility with respect to future revenues.
Opdenergy has a proven track-record in executing renewable-energy projects and delivering targets, having developed and overseen the commissioning of more than 800 MW in more than 70 different projects over the past 15 years, and having financed or transacted approximately €2.0bn across different geographies.
The Company is led by a dynamic, highly qualified and experienced management team with over 64 years of combined experience in the sector, with a proven track-record identifying and executing new market and development opportunities and that has been directly responsible for Opdenergy's growth in recent years.
ESG is at the core of Opdenergy's strategy and its key initiatives are designed in order to ensure that the Company plays an active role in the ESG transition, providing an opportunity to invest in an asset that is expected to contribute positively and in an active manner to the transition towards a decarbonized world while targeting sustainable long-term returns. Opdenergy remains committed to maintaining best-in-class corporate-governance practices to ensure sound, long-term oriented governance.
 One of these 13 plants is our Puglia solar PV plant which consists of seven separate plants. The seven solar PV plants comprising Puglia are held through three distinct SPVs and are considered to be a single solar PV plant for management purposes.
 Litre and Lingue, two of the Company's wholly-owned solar PV plants located in Chile with c.3.0 MW of gross installed capacity each, have already been constructed and are therefore considered, for management purposes, ready for operation plants. However, these two plants are expected to reach full COD in June 2021.
FOR INVESTOR ENQUIRIES
FOR MEDIA ENQUIRIES
This announcement (the "Announcement") and the information contained herein are not for release, distribution or publication in whole or in part, directly or indirectly, in or into the United States, Canada, Australia, Japan, South Africa or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction. The Offering and the distribution of this Announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This Announcement is not an offer to sell or a solicitation of any offer to buy or subscribe for any securities of the Company in any jurisdiction where such offer, sale or subscription would be unlawful and the Announcement and the information contained herein is not for distribution or release in whole or in part, directly or indirectly, in or into such jurisdictions.
The information contained in this Announcement does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this Announcement.
This Announcement is an advertisement and does not constitute a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (the "Prospectus Regulation"). The information and opinions in this Announcement are not based upon a consideration of any particular investment objectives, financial situation or needs. Readers may wish to seek independent and professional advice and conduct their own independent investigation and analysis of the information contained in this Announcement and of the business, operations, financial condition, prospects, status and affairs of the Company. Any purchase of or subscription for the Shares should be made solely on the basis of the information contained in the Prospectus. The Prospectus is available at the Company's registered offices, on its corporate website (www.opdenergy.com) and on the website of the CNMV (www.cnmv.es). The Prospectus may contain information different from the information contained in this Announcement. The approval of the Prospectus by the CNMV does not constitute an evaluation of the merits of the transactions proposed to investors. Investors should carefully read the Prospectus before making an investment decision in order to fully understand the potential risks and rewards associated with the decision to invest in the securities referred to herein.
Any securities referred to herein have not been and will not be registered under the US 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 or pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States. There will be no public offer of the securities referred to herein in Australia, Canada, Japan or South Africa.
In member states of the European Economic Area (the "EEA"), this Announcement is only addressed to and directed at persons who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation ("Qualified Investors"). In the United Kingdom, this Announcement and any other materials in relation to the securities referred to herein are only being distributed to, and are only directed at, and any investment or investment activity to which this announcement relates is available only to, and will be engaged in only with, a Qualified Investor (i) having professional experience in matters relating to investments so as to qualify as "investment professional" under Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); (ii) falling within Article 49(2)(a) to (d) of the Order; or (iii) being a person to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated. This Announcement and its contents must not be acted on or relied upon in the United Kingdom or in any member state of the EEA by persons who are not Qualified Investors. The communication of this Announcement in the United Kingdom or in any member state of the EEA to persons who are not Qualified Investors is unauthorized and may contravene applicable law.
The Managers and their respective affiliates are acting exclusively for the Company and no-one else in connection with the anticipated Offering. They will not regard any other person as their respective clients in relation to the anticipated Offering and will not be responsible to anyone other than the Company and the Selling Shareholders for providing the protections afforded to their respective clients, or for providing advice in relation to the anticipated Offering, the contents of this Announcement or any transaction, arrangement or other matter referred to herein.
The Offering and/or the Admission may be influenced by a range of circumstances such as market conditions. There is no guarantee that the Offering will proceed and that the Admission will occur and you should not base your financial decisions on the Company's intentions in relation to the Offering and the Admission at this stage.
In connection with the Offering, each Manager and any of its respective affiliates, may take up a portion of the Shares as a principal position and in that capacity may retain, sell, offer to sell, purchase or otherwise deal for its or their own account(s) such portion of the Shares and any securities of the Company or related investments and may offer or sell such securities or other investments in connection with the Offering or otherwise. Accordingly, references in this Announcement or the Prospectus, to the Shares being issued, offered, subscribed, acquired, placed or otherwise dealt with should be read as including any issue, offering, subscription, acquisition, placement of or dealing in such Shares by or to the Managers and any relevant affiliate acting in such capacity. In addition, certain of the Managers or their affiliates may enter into financing arrangements and swaps in connection with which they or their affiliates may from time to time acquire, hold or dispose of Shares. The Managers do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
None of the Managers, or any of their respective affiliates or any of the respective directors, officers, employees, advisers or agents of any of their foregoing entities accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this Announcement (or whether any information has been omitted from the Announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.
This Announcement includes forward-looking statements within the meaning of the securities laws of certain applicable jurisdictions. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "advanced stage", "backlog", "expects", "intends", "may", "pipeline", "potential", "should", "targets" and "will" as well as their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this Announcement and include statements regarding the Company's investment strategy and the Company's intentions, beliefs or current expectations concerning, among other things, the Offering, the Company's financial performance, prospects, growth, pipeline, strategies and the industry in which the Company intends to operate.
By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements rely on a number of assumptions, including, among others, those related to the evolution of the industry, regulatory and economic trends and the Company's ability to successfully fund and carry out its growth plan, meet its targets and execute its pipeline. Such assumptions are inherently subject to significant business, operational, economic and other risks and uncertainties. You are hereby cautioned that forward-looking statements are not guarantees of future performance and that the Company's actual financial condition, results of operations and cash flows, size of its portfolio, and development of the industry in which it will operate, may differ materially from those made in or suggested by the forward-looking statements contained in this Announcement. In addition, even if the Company's financial condition, results of operations and cash flows, size of its portfolio, and development of the industry in which it will operate are consistent with the forward-looking statements contained in this Announcement, those results or developments may not be indicative of the Company's results or developments in subsequent periods and may be impacted by important factors. No representation or warranty is made that any forward-looking statement will come to pass. No one undertakes to publicly update or revise any such forward-looking statement.
The definition and classification of the pipeline of the Company, which comprises "Backlog", "Advanced Stage", "Early Stage" and "Identified Opportunities", may not necessarily be the same as that used by other companies engaged in similar businesses. As a result, the expected capacity of the Company's pipeline may not be comparable to the expected capacity of the pipeline reported by such other companies. In addition, given the dynamic nature of the pipeline, the pipeline is subject to change and certain projects classified under a certain pipeline category as identified above could be reclassified under another pipeline category or could cease to be pursued in the event that unexpected events occur.
The information, opinions and forward-looking statements contained in this release speak only as at its date and are subject to change without notice.
In connection with the Offering, a stabilization manager (or its agents) acting on behalf of itself and the Managers may, to the extent permitted by, and in compliance with, applicable laws and regulations (in particular, Commission Delegated Regulation (EU) No 2016/1052), over‐allot or execute transactions to support the market price of the Company's ordinary shares or any options, warrants or rights with respect to, or other interest in, the ordinary shares or other securities of the Company, in each case at a level higher than that which might otherwise prevail. Such transactions may commence on or after the date of commencement of trading of the Company's ordinary shares on the Spanish Stock Exchanges and will end no later than 30 calendar days thereafter. However, there is no assurance that such stabilization transactions will be undertaken and, if commenced, they may be discontinued at any time. There shall be no obligation on the stabilizing manager to enter into such transactions. All such stabilization shall be conducted in accordance with applicable laws and regulations (in particular, the rules concerning public disclosure and trade reporting to the CNMV).
Information to distributors: Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Shares have been subject to a product approval process, which has determined that such Shares 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 (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Shares may decline and investors could lose all or part of their investment; the Shares offer no guaranteed income and no capital protection; and an investment in the Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offering. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Managers will only engage with investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Shares.
23-Apr-2021 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
|Cardenal Marcelo Spínola, 42, 5th floor|
|ISIN:||XS1918788842, XS1918788255, XS1918789907, XS1918789816|
|WKN:||A2RVQJ, A2RVQK, A2RVQG, A2RVQH|
|Listed:||Regulated Unofficial Market in Frankfurt|
|EQS News ID:||1187982|
|End of Announcement||DGAP News Service|
1187982 23-Apr-2021 CET/CEST