NOT FOR RELEASE, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA
(INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND
THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, THE HONG KONG SPECIAL
ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA, JAPAN, SOUTH AFRICA,
OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL.
Enefit Green AS (registry code: 11184032, address Lelle 22, 11318 Tallinn
Estonia; the "Company") hereby announces the initial public offering of its
shares (the "Offering"). The Offering will be carried out on the basis of the
prospectus prepared by the Company and approved by the Estonian Financial
Supervision and Resolution Authority (the "EFSA") on 4 October 2021 (the
"Prospectus"). Full details of the Offering are set out in the Prospectus.
Key highlights of the Offering
In the base case, the Company aims to raise EUR 100 million through the
issuance of new ordinary shares (the "New Shares") and the Company's sole
shareholder Eesti Energia Aktsiaselts ("Eesti Energia") aims to raise up to EUR
15 million through the sale of existing ordinary shares (the "Secondary Shares"
and, together with the New Shares, the "Offer Shares"), for a total base deal
size of EUR 115 million. In the base case, up to 17,3% of all the shares in the
Company are offered. Depending on market conditions, the number of the
Secondary Shares to be sold in the Offering may be upsized by up to EUR 60
million, resulting in an upsized deal of up to EUR 175 million and
corresponding to up to 26,4% of all the shares in the Company. The Company has
one class of shares and all Offer Shares are or will be of the same class.
The Offering consists of (i) an offering of Offer Shares to retail investors in
Estonia, as well as retail investors in Latvia and Lithuania (the "Retail
Offering") and (ii) an offering of Offer Shares to institutional investors in
and outside of Estonia (the "Institutional Offering"). The Institutional
Offering comprises an offer of Institutional Offer Shares to qualified
investors within the meaning of Regulation (EU) 2017/1129 (the "Prospectus
Regulation"), and other institutional investors in reliance on Regulation S
("Regulation S") under the U.S. Securities Act of 1933 as amended (the "U.S.
Securities Act") and to qualified institutional buyers in the United States as
defined in, and in reliance on, Rule 144A under the U.S. Securities Act.
The subscription period for the Offer Shares will commence on 5 October 2021 at
10 a.m. (Eastern European Summer Time - Estonian time) and end on 14 October
2021 at 14 p.m. (Eastern European Summer Time - Estonian time) (the "Offer
Period"), unless the Offering is postponed or cancelled.
The offer price range for the Offer Shares is EUR 2.45 to 3.15 (the "Offer
Price Range"). Subscriptions in the Retail Offering must be submitted for the
price equal to the upper end of the Offer Price Range, i.e., EUR 3.15 per Offer
Share. The final offer price per Offer Share (the "Offer Price") will be
determined through a book-building process and will be the same for all
investors in the Retail Offering and the Institutional Offering. The Company
expects to announce the final Offer Price by means of a stock exchange release
on or about 15 October 2021 together with publishing the results of the
Offering.
The Company plans to use net proceeds of the Offering to finance the Company's
and its consolidated subsidiaries' (the "Group") development projects and
potential new projects in order to support the Group's growth and development
strategy. In particular, the Company plans to use the net proceeds of the
Offering for the purposes of developing the wind and solar parks in the Group's
near-term pipeline of up to 600 MW.
Estonian retail investors wishing to subscribe for the Offer Shares in the
Retail Offering should contact Swedbank AS or LHV Pank AS or any other
custodian operating such investor's securities account at the Estonian Register
of Securities and submit a subscription undertaking during the Offer Period for
subscription of the Offer Shares in accordance with the terms of the Offering.
Latvian or Lithuanian retail investors wishing to subscribe for the Offer
Shares in the Retail Offering should contact the financial institution which is
a member of Nasdaq Tallinn Stock Exchange and that operates such investor's
securities account and submit a subscription undertaking within the Offer
Period for the purchase of Offer Shares in the form accepted by the financial
institution and in accordance with the terms of the Offering.
In order to apply for Offer Shares in the Institutional Offering, an investor
should contact Citigroup Global Markets Europe AG, Nordea Bank Abp or Swedbank
AS (collectively referred to as the "Underwriters").
Each of the Company and Eesti Energia have entered into standard 180-day
lock-up arrangements subject to customary carve-outs and waivers by the
Underwriters.
The expected time schedule of the Offering is as follows:
5 October 2021 Publication of the Prospectus
--------------------------------------------------------------------------------
5 October 2021 10 a.m. Offer Period commences
(Estonian time)
--------------------------------------------------------------------------------
14 October 2021 14 p.m. Offer Period ends
(Estonian time)
--------------------------------------------------------------------------------
On or about 15 October 2021 Decision on the Offer Price and allocation of the
Offer Shares
--------------------------------------------------------------------------------
On or about 15 October 2021 Pricing announcement in respect of the Offering
--------------------------------------------------------------------------------
On or about 20 October 2021 Settlement of the Offering
--------------------------------------------------------------------------------
On or about 21 October 2021 Listing and commencement of trading on Nasdaq
Tallinn Stock Exchange
--------------------------------------------------------------------------------
Listing and Admission to Trading of the Shares
The Company has applied for listing and admission to trading of all of its
shares, including the New Shares (the "Shares") on the Baltic Main List of
Nasdaq Tallinn Stock Exchange. The trading of the Shares is expected to
commence on Nasdaq Tallinn Stock Exchange on or about 21 October 2021.
Availability of the Prospectus
The Prospectus in English together with its translation into Estonian language
and the translation of its summary into Estonian, Latvian, Lithuanian and
Russian language are available in electronic form as of the date of this
announcement on the website of the Company (English version:
www.enefitgreen.ee/en/ipo, translation of the prospectus into Estonian language
and the Estonian language summary: www.enefitgreen.ee/ipo, Latvian language
summary: www.enefitgreen.ee/lv/ipo, Lithuanian language summary:
www.enefitgreen.ee/lt/ipo and Russian language summary:
www.enefitgreen.ee/ru/ipo). The Prospectus together with the translation of its
summary into Latvian, Lithuanian and Russian language is also available on the
website of the EFSA at www.fi.ee.
Any interested party may request delivery of an electronic or paper copy of the
Prospectus or the translation of its summary into Estonian, Latvian, Lithuanian
and Russian language, from the Company and the Underwriters without charge.
Before making an investment decision, investors should read the Prospectus and
the summary of the Prospectus and, if necessary, consult with a person
specialising in advising on such investments.
Further enquiries:
Priit Luts
Media Representative
priit.luts@energia.ee
www.enefitgreen.ee/en/ipo
**** IMPORTANT NOTICE ****
This announcement is an advertisement and is not a prospectus for the purposes
of the Prospectus Regulation. Investors should not make an investment decision
with respect to securities referred to in this announcement except on the basis
of information contained in the Prospectus in order to fully understand the
potential risks and rewards associated. The Prospectus is available on the
website of the EFSA (at www.fi.ee) and of the Company (at
www.enefitgreen.ee/en/ipo). The approval of the prospectus by the EFSA should
not be understood as an endorsement of the securities.
This announcement shall not constitute or form part of any offer to sell or the
solicitation of an offer to buy, nor shall there be any Shares in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration, exemption from registration or qualification under the
securities laws of any such jurisdiction. Any offer to acquire the Shares will
be made, and any investor should make his investment, solely on the basis of
information that is contained in the Prospectus and its supplements to be
published in connection with such offering. If you do not understand the
contents of this announcement you should consult an authorised financial
adviser.
This announcement does not constitute a recommendation concerning the Offering.
The price and value of securities and any income from them can go down as well
as up. Past performance is not a guide to future performance. Information in
this announcement or any of the documents relating to the Offering cannot be
relied upon as a guide to future performance. Before purchasing any Shares,
persons viewing this announcement should ensure that they fully understand and
accept the risks set out in the Prospectus.
In the European Economic Area, with respect to any Member State, other than
Estonia, Latvia and Lithuania, this communication is only addressed to and is
only directed at "qualified investors" in that Member State within the meaning
of Article 2(e) of the Prospectus Regulation.
This announcement does not constitute or form a part of any offer or
solicitation to purchase or subscribe for the Shares in the United States. The
Shares have not been and will not be registered under the US Securities Act of
1933, as amended (the "US Securities Act"), and may not be offered or sold in
the United States unless the securities are registered under the US Securities
Act, or an exemption from the registration requirements of the US Securities
Act is available. The Company has not registered, and does not intend to
register, any portion of the offering in the United States, and does not intend
to conduct a public offering of securities in the United States. Any Shares
sold in the United States will be sold only to qualified institutional buyers
(as defined in Rule 144A under the Securities Act) in reliance on Rule 144A, or
another available exemption from the registration requirements of the US
Securities Act.
In the United Kingdom, this communication is only addressed to and is only
directed at "qualified investors" within the meaning of Article 2(e) of
Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the
European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation") who are
also (i) investment professionals, as such term is defined in Article 19(5) of
the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005,
as amended (the "Financial Promotion Order"); or (ii) are persons falling
within Article 49(2)(a) to (d) ("high net worth companies, unincorporated
associations, etc.") of the Financial Promotion Order and other persons to whom
it may lawfully be communicated; (all such persons together being referred to
as "Relevant Persons"). This communication is directed only at Relevant Persons
and must not be acted on or relied on by persons who are not Relevant Persons.
Any investment or investment activity to which this communication relates is
available only to Relevant Persons and will be engaged in only with Relevant
Persons.
The Underwriters are acting exclusively for the Company and no one else in
connection with the Offering. None of the Underwriters will regard any other
person (whether or not a recipient of this announcement) as a client in
relation to the Offering and will not be responsible to anyone other than the
Company for providing the protections afforded to their respective clients nor
for the giving of advice in relation to the Offering or any transaction,
matter, or arrangement referred to in this announcement.
In connection with the Offering, the Underwriters and any of their respective
affiliates, acting as investors for their own accounts, may subscribe for
and/or acquire Shares and in that capacity may retain, purchase, sell, offer to
sell or otherwise deal for their own accounts in such Shares and other
securities of the Company or related investments in connection with the
Offering or otherwise. Accordingly, references in this announcement to the
Shares being issued, offered, subscribed, acquired, placed or otherwise dealt
in should be read as including any issue, offer, subscription, acquisition,
dealing or placing by, the Underwriters and any of their affiliates acting as
investors for their own accounts. In addition, the Underwriters (or any of
their respective affiliates) may enter into financing arrangements (including
swaps) with investors in connection with which such Underwriters (or any of
their respective affiliates) may from time to time acquire, hold or dispose of
Shares. None of the Underwriters intends to disclose the extent of any such
investment or transactions otherwise than in accordance with any legal or
regulatory obligations to do so.
The Underwriters and their respective affiliates may have engaged in
transactions with, and provided various investment banking, financial advisory
and other services to, the Company and Eesti Energia, for which they would have
received customary fees. The Underwriters and any of their respective
affiliates may provide such services to the Company, Eesti Energia and any of
their respective affiliates in the future.
In connection with the offer or sale of the Shares, Swedbank AS (the
"Stabilising Manager") acting on behalf of the Underwriters may purchase up to
15% of the Offer Shares with a view to supporting the market price of the
securities at a level higher than that which might otherwise prevail for a
period of 30 days following the commencement of trading (the "Stabilisation
Period"). Any stabilisation action (which may or may not occur) will be
conducted by the Stabilising Manager in accordance with all applicable laws and
rules and may cease at any time. The Offer Shares purchased in the course of
stabilisation, if any, will be repurchased by Eesti Energia during or following
the end of the Stabilisation Period.
None of the Underwriters or any of their respective subsidiary undertakings,
affiliates or any of their respective directors, officers, employees, advisers,
agents or any other person accepts any responsibility or liability whatsoever,
or makes any representation or warranty, express or implied, for the contents
of this announcement, including its truth, accuracy, completeness, verification
or fairness of the information or opinions in this announcement (or whether any
information has been omitted from the announcement) or any other information
relating to the Company, the Eesti Energia and their affiliates, 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.
The information contained in this announcement is for background purposes only
and does not purport to be full or complete. No reliance may be placed for any
purpose on the information contained in this announcement or its accuracy or
completeness. All information presented or contained in this announcement is
subject to verification, correction, completion and change without notice.
However, the Company does not undertake to provide the recipient of this
announcement with any additional information, or to update this announcement or
to correct any inaccuracies.
Forward-looking statements
Certain statements contained in this announcement, including any information as
to the Company's strategy, plans or future financial or operating performance
constitute "forward-looking statements". These forward-looking statements can
be identified by the use of forward-looking terminology, including the terms
"believes", "estimates", "anticipates", "projects", "expects", "intends",
"aims", "plans", "predicts", "may", "will", "seeks" or "should" or, in each
case, their negative or other variations or comparable terminology, or by
discussions of strategy, plans, objectives, goals, future events or intentions.
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 intentions, beliefs or current expectations of
the directors of the Company concerning, amongst other things, the Company's
results of operations, financial condition and performance, prospects, growth
and strategies and the industry in which the Company operates.
By their nature, forward looking statements address matters that 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 are not
guarantees of future performance and the Company's actual results of operations
and financial condition, and the development of the business sector in which
the Company operates, may differ materially from those suggested by the forward
looking statements contained in this announcement.
In addition, even if the Company's results of operations and financial
condition, and the development of the industry in which the Company operates,
are consistent with the forward-looking statements contained in this
announcement, those results or developments may not be indicative of results or
developments in subsequent periods.
The forward-looking statements contained in this announcement speak only as of
the date of this announcement. The Company disclaims any obligation or
undertaking to release publicly any updates or revisions to any forward-
looking statements contained in this announcement to reflect any change in its
expectations or any change in events, conditions or circumstances on which such
statements are based unless required to do so by applicable law.© 2021 GlobeNewswire
