The net proceeds of the Offering will be used by the Company for general corporate purposes with a view to finance growth towards the 2021 capacity target (more than 5.0 GW of capacity under construction or in operation), while optimizing balance sheet within the guidelines given by the Company regarding an average leverage ratio of approximately 80-85% of invested capital on an all-in basis including all Group debt, whether corporate, junior or senior project debt.
Xavier Barbaro, Chairman and CEO of Neoen, comments: “The success of this inaugural convertible bond issuance highlights Neoen’s attractiveness to investors. The terms obtained illustrate their confidence in our capacity to develop and operate our portfolio of assets and to keep growing it in a balanced and diversified way, while ensuring the strong economic competitiveness of each project. This issuance, fully subscribed by French and international institutional investors, enables us to both diversify our sources of financing and continue the optimization of our average cost of debt.”
Main terms of the Bonds
The Bonds will be issued at par and will bear an interest of 1.875% from the Issue Date, payable semi-annually in arrears on April 7th and October 7th of each year (or on the following business day if this date is not a business day), and for the first time on April 7th 2020.
The nominal unit value of the Bonds has been set at €30.17, corresponding to a premium of 35% above Neoen’s reference share price1 on the regulated market of Euronext in Paris (“Euronext Paris”).
Settlement-delivery of the Bonds is expected to take place on October 7th , 2019 (the “Issue Date”).
Unless previously converted, exchanged, redeemed or purchased and cancelled, the Bonds will be redeemed at par on October 7th , 2024 (or on the following business day if this date is not a business day) (the “Maturity Date”).
The Bonds may be redeemed prior to maturity at the option of the Company and at the option of the bondholders under certain conditions.
In particular, the Bonds may be fully redeemed earlier at par plus accrued interest, at the Company’s option at any time from October 28th , 2022 until the Maturity Date, subject to a minimum of 30 (but not more than 90) calendar days prior notice, if the arithmetic average, calculated over a period of 20 consecutive trading days chosen by the Company from among the 40 consecutive trading days preceding the publication of the early redemption notice, of the products of the Company’s volume weighted average price on Euronext Paris on each trading day of the considered period and the applicable conversion/exchange ratio on each such trading day exceeds 130% of the nominal value of the Bonds.
Upon a Change of Control of the Company or upon a Free Float Event (as these terms are defined in the terms and conditions of the Bonds), all bondholders will have an option to request the redemption before the Maturity Date of the Bonds at their nominal amount plus accrued but unpaid interests.
Bondholders will be granted a conversion/exchange right of the Bonds into new and/or existing shares of the Company (the “Conversion/Exchange Right”) which they may exercise at any time from the Issue Date and until the 7th trading day (inclusive) preceding the Maturity Date or the relevant early redemption date.
The conversion/exchange ratio is set at one share per Bond subject to standard adjustments as described in the terms and conditions of the Bonds. Upon exercise of their Conversion/Exchange Right, bondholders will receive at the option of the Company new and/or existing Company’s shares carrying in all cases all rights attached to existing shares as from the date of delivery.
Application will be made for the listing of the Bonds on Euronext AccessTM of Euronext in Paris to occur within 30 calendar days from the Issue Date.
Lock-up undertakings
In the context of the Offering, the Company and Impala SAS have respectively agreed to a lock-up undertaking on the issuance or sale of shares or of securities giving access to the share capital for a period starting from the announcement of the transaction and ending 90 calendar days after the Issue Date, subject to certain customary exceptions or waiver from the financial intermediaries.
Dilution
For illustrative purposes, as a result of the Offering and the final conditions, the issue of 6,629,101 Bonds would lead to a maximum dilution of approximately 7.8% of the outstanding share capital, should the Company decide to exclusively deliver new shares upon exercise of the Conversion/Exchange right.
Legal framework of the Offering and placement
The Offering of the Bonds has been conducted by way of an accelerated bookbuilt placement in France and outside of France (excluding in particular the United States of America, Canada, Australia and Japan), to qualified investors only in accordance with Article L. 411-2 II of the French monetary and financial code (Code monétaire et financier), as per the 11th and 7th resolutions approved by the Company’s extraordinary general meetings held respectively on June 28th , 2019 and October 2nd, 2018.
Existing shareholders of the Company shall have no preferential subscription rights (nor priority subscription period) in connection with the issuance of the Bonds or the underlying new shares of the Company issued upon conversion.
Available information
The Offering of the Bonds is not subject to a prospectus approved by the French Financial Market Authority (Autorité des marchés financiers) (the “AMF”). Detailed information on Neoen, including its business, results, prospects and related risk factors are described in the Company’s registration document (Document de Référence) registered with the AMF on June 5 th , 2019 under number R.19-021 which is available, together with the H1 2019 financial report and the H1 2019 press release, all the press releases and other regulated information about the Company, on Neoen’s website (www.neoen.com).
Important information
This press release does not constitute or form part of any offer or solicitation to purchase or subscribe for or to sell securities to any person in the United States, Australia, Canada or Japan or in any jurisdiction to whom or in which such offer is unlawful, and the Offering of the Bonds is not an offer to the public in any jurisdiction, including France, other than to qualified investors.
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