Voltalia SA
Voltalia announces the great success of its c. EUR376 million rights issue
11-Jul-2019 / 07:30 CET/CEST
Dissemination of a French Regulatory News, transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.
· The gross final amount of the capital increase (including the issue
premium) is EUR375,631,584 and results in the issuance of 40,829,520 new
shares
· The capital increase has been the subject of a total demand of
44,698,970 shares, i.e. a subscription rate of 109.5% (including 98.9% on
an irreducible basis and 10.6% on a reducible basis)
· Voltalia's market capitalisation is EUR920 million following the
creation of 40,829,520 new shares, based on a closing price of EUR10.25 as
of July 10, 2019
· Following their subscriptions, Creadev and Proparco, strategic
shareholders, hold 69.85% and 4.10% of the share capital respectively,
while EBRD becomes a new shareholder with 2.78% of the share capital of
Voltalia
· The free float amounts to EUR213 million compared to EUR116 million
before the capital increase and represents 23.15% of the share capital
compared to 23.09% before the capital increase
· The net proceeds of the capital increase endow Voltalia with additional
resources to finance its objective of a consolidated capacity of at least
2.6 GW in operation or under construction by 2023
Voltalia (the "Company") (Euronext Paris, ISIN code: FR0011995588), an
international player in renewable energies, today announces the great
success of its capital increase with preferential subscription rights of
shareholders in a gross amount of approximately EUR376 million (the "Capital
Increase"). The Capital Increase will result in 40,829,520 new shares being
issued at a subscription price of EUR9.20 per share.
"The great success of this capital increase provides us with supplementary
means to accelerate our growth in the market of competitive renewable
energy. Our sector is young and in full evolution: by targeting
non-subsidized markets, by pursuing our strategy of producer and service
provider and by offering energy and energy services directly to corporates,
we are ideally positioned to capture the growth and profitability potential
of the market. On behalf of the entire Voltalia team, I would like to
heartily thank all shareholders, both historical and new ones, for their
votes of confidence through their massive subscriptions to the capital
increase", said Sébastien Clerc, Voltalia CEO.
Overview of reasons for the Capital Increase
The capital increase with shareholders' preferential subscription rights
aims at providing the Company with supplemental resources to finance its
objective of having an installed or under construction capacity over 2.6 GW
by 2023.
To serve these goals, the Company plans to allocate at least EUR300 million
of the funds raised to the construction of 1.6 GW of new production
capacity, beyond 1 GW installed capacity in 2020:
· construction of secured projects already individually identified by the
Company, with a capacity of 0.6 GW, these projects representing an equity
investment of at least EUR130 million; and
· construction of other projects which are still in a development phase as
of the date of the Prospectus, for a capacity of at least 1 GW, these
projects representing an equity investment of at least EUR170 million.
Within this envelope and in accordance with the framework agreement entered
into with the EBRD, the Company is planning to invest in equity capital at
least EUR50 million in countries where the EBRD is operating, such as
Morocco, Tunisia, Egypt or Greece.
The balance of funds raised could be used to finance potential bolt-on
acquisitions, in particular to strengthen the footprint of the Company in
its new geographical zones in Africa, in Latin America or in Europe, or to
develop the services activity of the Company.
Results of the Capital Increase
The gross amount of the capital increase (including the issue premium) is
EUR375,631,584 and results in 40,829,520 new shares being issued with a
nominal value of EUR5.70 (the "New Shares") at a unit subscription price of
EUR9.20.
Following the subscription period which ended 8 July 2019, total demand
amounted to approximately EUR411.2 million, representing a subscription rate
of 109.5%.
· 40,381,790 New Shares have been subscribed on an irreducible basis and
represent approximately 98.9% of the New Shares to be issued;
· Demand on a reducible basis represented 4,317,180 New Shares and will
therefore only be partially allocated, 447,730 new shares being allocated
according to a coefficient of 0.136700532578590231410277 calculated on the
basis of the number of rights underlying subscriptions made on an
irreducible basis without it resulting in an allocation of fractions of
New Shares and without the allocation being greater than the number of New
Shares requested on a reducible basis.
Subscription commitments
The subscription commitments undertaken by Voltalia Investissement, Proparco
and EBRD represented, at the launch date of the operation, a maximum amount
of approximately EUR283 million, representing approximately 75.3% of the
Capital Increase.
· Voltalia Investissement subscription
Voltalia Investissement, Voltalia's reference shareholder, subscribed to
27,173,910 new shares for an amount of EUR250 million.
· Proparco subscription
Proparco exercised all its preferential subscription rights and subscribed
to 1,675,600 new shares for an amount of EUR15 million.
· EBRD subscription
The European Bank for Reconstruction and Development (the "EBRD") subscribed
to 2,497,831 new shares for an amount of EUR23 million.
Impact of the Capital Increase on the allocation of the share capital
Following the Capital Increase, Voltalia's share capital will amount to
EUR512,002,186.50 and will consist of 89,824,945 shares with a nominal value
of EUR5.70 each. It will break down as follows:
Following the capital increase
Shareholding Undiluted basis Diluted basis (1)
Number % of Number % Number % of Number %
of capita of voting of capita of voting
shares l voting rights shares l voting rights
rights rights
(2) (2)
Voltalia 62,744 69.85% 97,246 78.16% 62,744 69.61% 97,246 77.96%
Investisseme ,407 ,796 ,407 ,796
nt(3)
Proparco(4) 3,686, 4.10% 3,686, 2.96% 3,686, 4.09% 3,686, 2.96%
323 323 323 323
EBRD(4) 2,497, 2.78% 2,497, 2.01% 2,497, 2.77% 2,497, 2.00%
831 831 831 831
Treasury 101,06 0.11% 101,06 0.08% 101,06 0.11% 101,06 0.08%
shares(5) 7 7 7 7
Free float 20,795 23.15% 20,891 16.79% 21,113 23.42% 21,209 17.00%
,317 ,507 ,003 ,193
Total 89,824 100% 124,42 100% 90,142 100% 124,74 100%
,945 3,524 ,631 1,210
(1) Taking into consideration the 46,100 founders' warrants, the 216,811
stock options issued and allocated by the Company after the adjustment of
the subscription price and the number of shares that may be subscribed upon
exercise of the options decided following the capital increase of the
Company of November 2016, exercisable or not, giving the right to subscribe
for, respectively, 4,961 and 184,481 new shares, and the 128,244 free shares
allocated by the Company being vested.
(2) A double voting right is granted to each fully paid-up share for which
proof of registration in registered form has been provided for at least two
consecutive years in the name of the same shareholder.
(3) As of 31 December 2018, 98.20% of the share capital of Voltalia
Investissement was held by CREADEV SA, an investment holding company of the
Mulliez family, 0.85% by Mr. Robert Dardanne, 0.47% by Soparvoltalia and
0.48% by Mr. Sébastien Clerc.
(4) Taking into account the subscription commitments of Voltalia
Investissement, Proparco and the EBRD.
(5) Treasury shares held by the Company in the context of the liquidity
agreement entered into with Invest Securities, as of May 31,2019.
(6) Theoretical voting right. Treasury shares held by the Company lose their
voting rights during the shareholders' meeting.
In addition, the contemplated acquisition of Helexia[1] would be paid by the
delivery of a maximum number of 5,509,407 new shares of the Company
(representing 6.1% of the share capital of the Company following the
completion of the Capital Increase with PSRs). Following this acquisition,
Voltalia Investissement and its controlling company, Creadev, (including
Crea-Five), could hold together up to 71.6% of the share capital and 79.1%
of the voting rights of the Company.
Lock-up commitment of the Company
From the date of the Prospectus, i.e., June 21, 2019, and for a period
expiring 180 calendar days following the settlement-delivery date of the New
Shares, subject to certain customary exceptions.
Other lock-up commitments
Voltalia Investissement
From the date of the Prospectus, i.e., June 21, 2019, and for a period
expiring 180 calendar days following the settlement-delivery date of the New
Shares, subject to certain customary exceptions.
Creadev and Crea-Five
Lock-up commitment of Voltalia Investissement, in the name and on behalf of
Creadev and Crea-Five, with respect to the shares that they may receive as
compensation for the acquisition of Helexia, from the date of delivery of
the securities of the Company and for a period expiring 180 days following
the settlement-delivery date of the New Shares, subject to the same
exceptions as Voltalia Investissement.
Indicative timetable
The settlement-delivery and admission of the new shares to trading on
Euronext Paris (Compartment B) will take place on July 15, 2019. New shares
will immediately entitle their holders to receive dividends. They will be
immediately fungible with existing shares of the Company, and will be traded
on the same line under the ISIN code FR0011995588.
The Capital Increase, with shareholders' preferential subscription rights,
was conducted by BNP Paribas, J.P. Morgan Securities plc and Natixis as
Joint Bookrunners, and Banco Santander, S.A., CM-CIC Market Solutions,
Portzamparc and Invest Securities as Co-Lead Managers.
Public information
The prospectus, which received the visa 19-290 from the Autorité des marchés
financiers ("AMF") on June 21, 2019 is composed of (i) the Reference
Document filed with the AMF on March 29, 2019 under the number D.19-0222
(the "Document de Référence"), (ii) the securities note (Note d'Opération)
and (ii) a summary of the prospectus.
Copies of the prospectus are available free of charge at the Company's
registered office, located at 84 Boulevard de Sébastopol, 75002 Paris -
France. The prospectus can also be consulted on the Company's website
(www.voltalia.com [1]) and on the AMF website (www.amf-france.org [2])
Voltalia draws the public's attention to chapter 2, "Risk factors", of the
Document de Référence filed with the AMF, and to chapter 2 "Risk factors
related to the offering" of the Note d'Opération.
About Voltalia ( www.voltalia.com [1])
Voltalia is an international player in the renewable energy sector. The
Group produces and sells electricity generated from wind, solar, hydraulic,
biomass and storage facilities that it owns and operates.
Voltalia is also a service provider and supports its investor clients in
renewable energy projects during all phases, from design to operation and
maintenance.
Voltalia has generating capacity in operation and under construction of more
than 1 GW and a portfolio of projects under development representing total
capacity of 6.2 GW, of which 0.6 GW is secured.
The Group has 591 employees and is present in 18 countries on 4 continents
and is able to act worldwide on behalf of its clients.
Voltalia is listed on the regulated market of Euronext Paris, compartment B
(FR0011995588 - VLTSA) and is part of the Enternext Tech 40 and CAC Mid &
Small indices. The Group is also included in the Gaïa-Index, an index for
socially responsible midcaps.
Voltalia Actifin
Chief Administrative Officer: Press Contact: Jennifer Jullia
Marie de Lauzon
jjullia@actifin.fr
Investor Relations:
invest@voltalia.com
+33 (0)1 56 88 11 11
+33 (0)1 81 70 37 00
Disclaimer
No communication and no information in respect of Voltalia's share capital
increase with preferential subscription rights, may be distributed to the
public in any jurisdiction in which such registration or approval is
required. No action has been or will be undertaken outside of France in any
jurisdiction in which such actions would be required. The issue, the
exercise or the sale of preferential subscription rights and the
subscription for or the purchase of new shares or preferential subscription
rights may be subject to specific legal or regulatory restrictions in
certain jurisdictions. Voltalia assumes no responsibility for any violation
of any such restrictions by any person.
This announcement is an advertisement and not a prospectus within the
meaning of Directive 2003/71/EC of the European Parliament ant the Council
of November 4th, 2003, as amended and as implemented in each member State of
the European Economic Area (the "Prospectus Directive").
With respect to the member States of the European Economic Area, other than
France, which have implemented the Prospectus Directive (each, a "relevant
member State"), no action has been or will be undertaken to make an offer to
the public of the securities requiring a publication of a prospectus in any
relevant member State. As a result, the preferential subscription rights and
the new shares may only be offered in relevant member States: (a) to legal
entities that are qualified investors as defined in the Prospectus
Directive; (b) in any other circumstances that do not require the
publication by Voltalia of a prospectus pursuant to Article 3(2) of the
Prospectus Directive.
The distribution of this press release has not been made, and has not been
approved, by an "authorised person" within the meaning of Article 21(1) of
the Financial Services and Markets Act 2000. As a consequence, this press
release is directed only at persons who (i) are located outside the United
Kingdom, (ii) have professional experience in matters relating to
investments and fall within Article 19(5) ("investment professionals") of
the Financial Services and Markets Act 2000 (Financial Promotions) Order
2005 (as amended), (iii) are persons falling within Article 49(2)(a) to (d)
(high net worth companies, unincorporated associations, etc.) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as
amended) or (iv) are persons to whom this press release may otherwise
lawfully be communicated (all such persons together being referred to as
"Relevant Persons"). The preferential subscription rights and the new shares
are directed only at Relevant Persons and no invitation, offer or agreements
to subscribe, purchase or otherwise acquire the preferential subscription
rights and the new shares may be solicited or made other than with Relevant
Persons. Any person other than a Relevant Person may not act or rely on this
document or any provision contained herein. This press release is not a
prospectus which has been approved by the Financial Services Authority or
any other United Kingdom regulatory authority for the purposes of Section 85
of the Financial Services and Markets Act 2000.
This press release does not constitute or form a part of any offer or
solicitation to purchase or subscribe for securities nor of any offer or
solicitation to sell securities in the United States of America. The
preferential subscription rights and the new shares of Voltalia have not
been and will not be registered under the U.S. Securities Act of 1933, as
amended (the "U.S. Securities Act"), and may not be offered or sold,
directly or indirectly, within the United States of America except pursuant
to an exemption from or in a transaction not subject to, the registration
requirements of the Securities Act. Voltalia does not intend to register any
portion of the proposed offering in the United States of America nor to
conduct an offering of securities to the public in the United States of
America.
The distribution of this document in certain countries may constitute a
breach of applicable law. The information contained in this document does
not constitute an offer of securities for sale in the United States of
America, Canada, Australia or Japan.
This press release may not be published, forwarded or distributed, directly
or indirectly, in the United States of America, Canada, Australia or Japan.
=---------------------------------------------------------------------------
[1] see press release date May 23, 2019
Regulatory filing PDF file
Document title: pdf-VEN
Document: http://n.eqs.com/c/fncls.ssp?u=XNSBBNKJIE [3]
Language: English
Company: Voltalia SA
84 boulevard de Sébastopol
75003 Paris
France
E-mail: invest@voltalia.com
Internet: www.voltalia.com
ISIN: FR0011995588
Euronext Ticker: VLTSA
AMF Category: Inside information / Other releases
EQS News ID: 839621
End of Announcement EQS News Service
839621 11-Jul-2019 CET/CEST
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(END) Dow Jones Newswires
July 11, 2019 01:30 ET (05:30 GMT)
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