Gruenwald (10.11.2021/18:00) – The management board of Pacifico Renewables Yield AG (“Company”, ISIN: DE000A2YN371, Dusseldorf Stock Exchange: PRY) today resolved with the consent of the supervisory board to increase the share capital of the company by up to €338,276.00 by issuing up to 338,276 new no-par value bearer shares from the authorized capital 2021 against cash contributions with exclusion of subscription rights of existing shareholders through an accelerated book building (“ABB”).
In addition, and subject to excess investor demand, the management board with the consent of the supervisory board may resolve to implement another increase in the share capital of the Company to achieve further gross proceeds of up to €8 million by issuing a number of new no-par value bearer shares (yet to be determined) from the authorized capital 2021 against cash contributions while granting subscription rights to the shareholders of the company (“Rights Offering”, and together with the ABB, the “Capital Increases”), subject to the exclusion of subscription rights for fractional amounts. These new shares would be publicly offered in Germany on the basis of a security information document (Wertpapierinformationsblatt).
The shares corresponding to the maximum number of new shares from the Capital Increases will be offered for sale in a pre-placement in Germany and other selected jurisdictions (outside the United States of America) by way of a private placement to qualified investors in the form of an accelerated bookbuilding process, which will begin immediately after this announcement (“Pre-Placement”). The Pre-Placement will be settled using existing shares lent to the accompanying banks by the Company’s majority shareholder, Pelion Green Future Alpha GmbH (“Pelion”). The banks intend to re-deliver the new shares from the Capital Increases to Pelion. To the extent shareholders exercise their subscription rights the re-delivery to Pelion will be cash-settled. Further, Pelion has agreed to invest €6.5 million in the Pre-Placement and to waive its subscription rights in the Rights Offering.
The exact number of new shares to be issued, the placement price and the subscription price, any exclusion of subscription rights for fractional amounts as well as the subscription ratio will be determined and published by the management board, with the approval of the supervisory board, after completion of the Pre-Placement, which is expected to close latest tomorrow, although the company reserves the right to close the order book at any time. The new shares will be entitled to participate in profits from January 1, 2021. The Company will be subject to a lock-up of 90 days, subject to market standard exemptions (including the banks’ right to waive the lock-up).
The Company intends to use the net proceeds from the Capital Increases to finance the portion of the purchase price payable at closing for the previously announced acquisition of three Polish wind parks with a total capacity of 51.8 MW and to temporarily refinance the Company’s existing revolving credit facility.
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This announcement may not be published, distributed or transmitted, directly or indirectly, in the United States of America (including its territories and possessions), Canada, Japan or Australia or any other jurisdiction where such announcement could be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons who are in possession of this document or other information referred to herein should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement does not constitute an offer of, or a solicitation of an offer to purchase, securities of Pacifico Renewables Yield AG or of any of its subsidiaries. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Any public offer will be made solely by means of, and on the basis of, a securities information document (Wertpapierinformationsblatt) which will be published promptly upon approval by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) and will be available free of charge on Pacifico Renewables Yield AG’s website (tion.hfdev.uk). An investment decision regarding publicly offered securities of Pacifico Renewables Yield AG should only be made on the basis of the securities information document (Wertpapierinformationsblatt).
Insofar as a public offer is made, the securities are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom or the European Economic Area other than Germany. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU, as amended (“MiFID II”); (ii) a customer within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129, as amended (the “Prospectus Regulation”) and the Prospectus Regulation as it forms part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018. Consequently, no key information document required by Regulation (EU) No 1286/2014, as amended (the “PRIIPs Regulation”) or UK PRIIPs key information document (KID), for offering or selling the securities or otherwise making them available to retail investors in the EEA or in the United Kingdom would be prepared and therefore offering or selling the securities or otherwise making them available to any retail investor in the EEA or the United Kingdom would be unlawful.
The securities offered will not be and have not been 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 an applicable exemption from the registration requirements under the Securities Act.
In the United Kingdom, this announcement is only directed at persons who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the “Order”) or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc. (all such persons together being referred to as “Relevant Persons”)). This document must not be acted on, or relied upon, by persons who are not Relevant Persons. In the United Kingdom, any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.
In member states of the European Economic Area other than Germany, any placement of securities will be directed exclusively at persons who are “qualified investors” within the meaning of Article 2(e) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (Prospectus Regulation).
No action has been taken that would permit an offering or an acquisition of the securities or a distribution of this announcement in any jurisdiction where such action would be unlawful. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.
This announcement does not constitute a recommendation concerning an investment in shares of the company. Investors should consult a professional advisor as to the suitability of the shares of the company for the person concerned.
This announcement may contain certain forward-looking statements, estimates, opinions, and forecasts concerning the future business situation, earnings situation, and results of Pacifico Renewables Yield AG (“forward-looking statements”). Forward-looking statements can be identified by words such as “believe”, “estimate”, “anticipate”, “expect”, “intend”, “will”, or “should” and their negation and similar variations or comparable terminology. Forward-looking statements include all matters that are not historical facts. Forward-looking statements are based on the current opinions, forecasts and assumptions of the management board of Pacifico Renewables Yield AG and involve significant known and unknown risks and uncertainties, therefore actual results, performance and events may differ materially from those expressed or implied by forward-looking statements. Forward-looking statements contained herein should not be construed as guarantees of future performance or results and are not necessarily reliable indicators of whether or not such results will be achieved. The forward-looking statements contained in this release are only valid on the date of this publication. Pacifico Renewables Yield AG will not update the information, forward-looking statements or conclusions contained in this release in light of subsequent events or circumstances, nor will it reflect subsequent events or circumstances or correct inaccuracies that arise after the date of this release as a result of new information, future developments or otherwise, and the company does not assume any obligation to do so. The company does not assume any responsibility whatsoever that the forward-looking statements or assumptions contained herein will occur.