Voltalia announces the launch of a capital increase with shareholders’ preferential subscription rights in the amount of approximately 490 million euros

Terms of the transaction

• Subscription price: 13.70 euros per new share
• Subscription ratio: 3 new shares for 8 existing shares
• Trading period for preferential subscription rights: from 17 November 2022 to 28 November 2022 (inclusive)
• Subscription period: from 21 November 2022 to 30 November 2022 (inclusive)¹
• Capital Increase results: 5 December 2022
• Settlement-delivery and listing of the new shares on Euronext Paris: 7 December 2022

Voltalia (the “Company”) is launching today a capital increase in cash with preferential subscription rights (“PSR”) for shareholders in a gross amount of approximately 490 million euros (the “Capital Increase with PSRs”). This capital increase has subscription commitments of 72.95% of the total amount of the Capital Increase with PSRs from:

• Voltalia Investissement, Voltalia’s reference shareholder which is part of the companies’ portfolio held by the members of the Mulliez family, has undertaken to participate in the Rights Issue for a total amount of 345 million euros, representing 70.45% of the total amount of the Capital Increase with PSRs
• Proparco for a total amount of 12 million euros, representing 2.50% of the total amount of the Capital Increase with PSRs

“After achieving an average annual growth of +48% in revenue and of +49% of its EBITDA between 2014, the year of its IPO, and 30^th June 2022, Voltalia is on track to achieve all of its 2023 objectives – and should even reach a year in advance, at the end of 2022, its objective of capacity in operation and under construction of 2.6 gigawatts. The new roadmap unveiled on 20 October 2022 is based on continued strong growth in our performance indicators, both operationally, as well as financially and environmentally.

Thus, by the end of 2027, we aim, on average, to triple these indicators compared to 2021 with more than 5 gigawatts of owned capacity (in operation and under construction), more than 8 gigawatts of operating capacity on behalf of third parties and expected normalised EBITDA² of around 475 million. euros. On the other hand, on this same horizon, Voltalia has set itself a new environmental objective, in accordance with our Mission-driven Company status: tripling the number of tonnes of carbon avoided thanks to the production of our power plants, to more than 4 million tons of CO2 equivalent.

In this context, we are launching today a capital increase to involve all investors in our strategic acceleration and together write this new chapter of Voltalia's story.” says Sébastien Clerc, CEO of Voltalia.

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Reasons for the Capital Increase with PSRs

The issue of the New Shares (as defined below) is intended to provide the Company with additional means to finance its target of a consolidated capacity in operation or under construction of at least 5.0 GW by 2027, for which the Company considers that the amount of investement required is between 2.5 and 3 billion euros. In this respect, the Company plans to allocate at least 450 million euros of the funds raised to the construction of its new production capacity by 2027.

The balance of the funds raised will be used to finance (i) the Company’s growth in services in order to reach its objective of operating and maintaining more than 8 GW of power plants on behalf of third parties and (ii) possible targeted acquisitions, in particular to strengthen the Company’s presence in its new geographical areas in Africa, Latin America or Europe.

If the Capital Increase with PSRs is at least 75% completed, the Company considers that it will have access to additional sources of financing that will enable it to pursue its development and especially to maintain its objective of a consolidated capacity in operation or under construction of over 5.0 GW by the end of 2027. If the Capital Increase with PSRs is not completed, the Company will consider other equity and/or debt financing options to finance its 2027 ambitions, it being specified that its 2023 operational objectives have already been financed.

The net proceeds from the Capital Increase with PSRs, if it is carried out at 100%, is estimated at approximately 485.3 million euros.

Main terms of the Capital Increase with PSRs

The Capital Increase with PSRs will be carried out with shareholders’ preferential subscription rights, pursuant to the 20^th resolution of the Combined General Meeting of 19 May 2021, and will result in the issue of 35,765,712 new shares (the “New Shares”), at a subscription price of 13.70 euros per New Share (i.e. a nominal value of 5.70 euros and an issue premium of 8.00 euros), to be fully paid at the time of subscription by payment in cash, representing gross proceeds, including the issue premium, of up to 490 million euros.

On 17 November 2022, each of the Company’s shareholders will receive one (1) PSR per share, recorded in his or her securities account at the end of the accounting entry day of 16 November 2022. Eight (8) PSRs will entitle their holders to subscribe for three (3) New Shares on an irreducible basis.

Requests may be made on a redubicle basis to subscribe for additional shares. New Shares not covered by subscriptions on an irreducible basis will be divided up and allocated to subscribers as per their reducible requests but are subject to reduction, in the event of oversubscription.

On the basis of the closing price of the Voltalia share on the regulated market of Euronext Paris on 14 November 2022, i.e. 18.96 euros, the theoretical value of one (1) PSR is 1.43 euros and the theoretical value of one share ex-rights is 17.53 euros.

The subscription price per New Share represents a nominal discount of 27.74% to Voltalia’s closing price on the trading day before the date of the prospectus, i.e. 18.96 euros on the 14 November 2022, and a discount of 21.83% to the theoretical value of the Voltalia share ex-rights.

These values do not necessarily reflect the value of the PSRs during their trading period, the value of Voltalia shares ex-rights or the implicit discounts, which will be determined by the market.

The Capital Increase with PSRs will be open to the public only in France and outside the U.S. in the context of offshore transactions under Regulation S.

Indicative timetable for the Capital Increase with PSRs

The subscription period for the Capital Increase with PSRs will start on 21 November 2022 and end at market close on 30 November 2022. The PSRs will be detached and tradeable from 17 November 2022 until 28 November 2022 included on the regulated market of Euronext Paris under the ISIN code FR001400DV53. Unexercised PSRs will automatically lapse at the end of the subscription period, i.e. 30 November 2022 at market close.

The issue, settlement-delivery and admission to trading of the New Shares on the regulated market of Euronext Paris are scheduled for 7 December 2022. 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.

Underwriting

The issue of New Shares will not be underwritten.

It should be noted however that the Capital Increase with PSRs has Subscription Commitments (as defined below), on an irreducible basis, in the proportion of 72.95% of the total amount of the Capital Increase with PSRs.

On 15 November 2022, the Company entered into an agency contract with BNP Paribas and Goldman Sachs Bank Europe SE as structuring agents and global coordinators, lead managers and joint bookrunners, Banco Santander, S.A., Crédit Agricole Corporate and Investment Bank and Natixis, as global coordinators, lead managers and joint bookrunners (together, the “Global Coordinators, Lead Managers and Joint Bookrunners”), as well as with CIC and Portzamparc as co-lead managers (together with the Global Coordinators, Lead Managers and Co-Lead Managers, the “Financial Institutions”).

Subscription commitments and subscription intentions of the main shareholders of the Company or members of its administrative or management bodies or anyone intending to subscribe to more than 5% of the New Shares

On the date of the prospectus, the Company has subscription commitments (the "Subscription Commitments"), on an irreducible basis, for a total amount of 357,454,262.40 euros, representing approximately 72,95% of the Capital Increase with PSRs, based on a subscription price of 13.70 euros per New Share, of which:

• Voltalia Investissement, which held on 31 October 2022, 71.30% of the capital and 82.77% of the voting rights of the Company, has irrevocably undertaken to:
  • place an irreducible subscription order for approximately 69.02% of the Capital Increase with PSRs by exercising the PSRs attached to the 65,824,565 shares held directly by Voltalia Investissement for an amount of 338,173,690.70 euros corresponding to the subscription of 24,684,211 New Shares; and
  • procure for the placement of an irreducible subscription order by exercising the PSRs attached to the shares loaned by Voltalia Investissement under the share loan arrangement set up with BNP Paribas Arbitrage SNC, Goldman Sachs Bank Europe SE and Natixis (the “Borrowers”) and still held by the Borrowers, i.e. 1,366,590 shares on 14^th November 2022, for an amount of 7,020,852.70 euros corresponding to the subscription of 512,471 New Shares, i.e. approximately 1.43% of the Capital Increase with PSRs³;
    
    
    
    

representing a commitment relating in total to approximately 70.45% of the Capital Increase with PSRs;

• The Société de Promotion et de Participation pour la Coopération Economique (“Proparco”), which held on 31 October 2022, 2.50% of the capital and 1.48% of the voting rights of the Company, has undertaken to irrevocably subscribe to place an irreducible subscription order for approximately 2.50% of the Capital Increase with PSRs by exercising the PSRs attached to the 2,386,323 shares held by Proparco for an amount of 12,259,719 euros corresponding to the subscription of 894,870 New Shares;
  
  
  
  

In addition, the corporate officers of the Company mentioned below have each indicated their intention to exercise all the PSRs attached to the shares they hold and to subscribe to the Capital Increase with PSRs: Laurence Mulliez, Chairman of the Board of Directors, for an amount of approximately 57,000 euros, The Green Option, director, for an amount of approximately 100,000 euros and Sébastien Clerc, Chief Executive Officer, for an amount of around 190,000 euros.

Lock-up commitment of the Company

From the date of the prospectus and for a period expiring 180 calendar days following the settlement-delivery date of the New Shares, subject to certain standard exceptions.

Lock-up commitments of Voltalia Investissement and Proparco

From the date of the prospectus and for a period expiring 180 calendar days following the settlement-delivery date of the New Shares, subject to certain standard exceptions.

How to subscribe

• You are a shareholder of the Company
  
  
  
  

PSRs are attached to your Voltalia shares. They give you priority to subscribe for New Shares on an irreducible basis in accordance with the ratio of 3 New Shares for 8 PSRs (1 existing share giving right to 1 PSR).

• Either you have an exact and sufficient number of existing shares to be able to subscribe via your PSRs for a round number of New Shares (for example, if you have 8 Voltalia shares, you have the right to make a priority subscription for 3 New Shares),
• Or you do not have enough existing shares to obtain a round number of New Shares, in which case you can buy or sell the number of PSRs needed to reach the ratio giving you the right to subscribe for a round number of New Shares (3 New Shares for 8 PSR).

You may also subscribe on a reducible basis for the number of New Shares you wish to purchase, in addition to the number of New Shares resulting from the exercise of your PSRs on an irreducible basis. Any New Shares not covered by subscriptions on an irreducible basis will be divided up and allocated to subscribers as per their requests. Subscription orders on a reducible basis will be granted within the limit of requests and in proportion to the number of PSRs used for subscription on an irreducible basis, without the possibility of an allocation of fractions of New Shares. A reduction scale will be applied and disclosed when the results of the Capital Increase with PSRs are announced by Euronext Paris.

• You are not yet a shareholder of the Company
  
  
  
  

You can subscribe by purchasing PSRs on the market from 17 November 2022 to 28 November 2022 (inclusive), through the financial institution in charge of your securities account, and:

• by subscribing on an irreducible basis by exercising your PSRs, no later than 30 November 2022, through the same institution;
• and, where applicable, by subscribing for New Shares on a reducible basis by placing an order through the financial institution in charge of your securities account no later than 30 November 2022. You may only subscribe on a reducible basis if you have already subscribed on an irreducible basis.

Indicative distribution of the share capital of the Company

On the basis of the number of shares as of the date of the prospectus, information brought to the Company’s attention on the distribution of its shareholding as of the date of the prospectus and of the Subscription Commitments, and on the assumption that the Capital Increase with PSRs would be subscribed at a level of 100% of the issue, the shareholding structure of the Company would be as follows:

(1)     In the event of the vesting of all the shares allocated under the free share allocation plans and conversion into shares of the green bonds convertible into and/or exchangeable for new and/or existing shares issued on 13 January 2021 and supplemented by the issue of fully fungible Green OCEANEs on 29 July 2022 (together, the “Green OCEANEs”) based on a 1:1 conversion ratio.

(2)     A double voting right is attributed to all fully paid-up shares for which there is evidence of registered registration for at least two consecutive years in the name of the same shareholder.

(3)     As of 31 October 2022, 99.39% of Voltalia Investissement’s capital was held by the Mulliez family (through AlterBiz (formerly Creadev S.A) and CREA-FIVE SC, holding 99.01% and 0.38% respectively of Voltalia Investissement’s capital), 0.34% by SOPARVOLTALIA, 0.24% by Sébastien Clerc, 0.007% by Laurence Mulliez and 0.017% by Company employees.

(4)     Including 2,173,310 shares loaned by Voltalia Investissement under the share loan arrangement set up with the Borrowers as part of the issue of Green OCEANEs (according to the information provided by the Borrowers).

On the basis of the number of shares as of the date of the prospectus, information brought to the Company’s attention on the distribution of its shareholding as of the date of the prospectus and of the Subscription Commitments, and on the assumption and in the event that the Capital Increase with PSRs would be subscribed at a level of 75% of the issue, the shareholding structure of the Company would be as follows:

(1)     In the event of the vesting of all the shares allocated under the free share allocation plans and conversion into shares of the Green OCEANEs based on a 1:1 conversion ratio.

(2)     A double voting right is attributed to all fully paid-up shares for which there is evidence of registered registration for at least two consecutive years in the name of the same shareholder.

(3)     As of 31 October 2022, 99.39% of Voltalia Investissement’s capital was held by the Mulliez family (through AlterBiz (formerly Creadev S.A) and CREA-FIVE SC, holding 99.01% and 0.38% respectively of Voltalia Investissement’s capital), 0.34% by SOPARVOLTALIA, 0.24% by Sébastien Clerc, 0.007% by Laurence Mulliez and 0.017% by Company employees.

(4)     Including 2,173,310 shares loaned by Voltalia Investissement under the share loan arrangement set up with the Borrowers as part of the issue of Green OCEANEs (according to the information provided by the Borrowers).

Liquidity Contract

Voltalia will put in place a liquidity contract with a broker on the back of the Capital Increase with PSRs.

Information on the transaction :

Information of the public

The prospectus, which received an approval from the Autorité des marchés financiers (“AMF”) on 15 November, 2022 under the number 22-447 is composed of (i) the Universal Registration Document filed with the AMF on 2 May 2022 under the number D.22-0410, (ii) an amendment to the Universal Registration Document filed with the AMF on 15 November 2022 under the number D.22-0410-A01, (iii) the securities note (Note d’Opération) dated 15 November 2022 and (iv) a summary of the prospectus (included in the securities note).

Copies of the prospectus may be obtained free of charge and upon request from the company, 84, boulevard de Sébastopol, 75003 Paris, France – and from the internet websites of Voltalia () and the AMF (-france.org).

Voltalia draws the public’s attention to chapter 2, “Risk factors and Risk Management”, of the Universal Registration Document filed with the AMF, chapter 5 “Main Risks and Trends as of 30 June 2022” of the amendment of the Universal Registration Document and to chapter 2 “Risk factors related to the offering” of the Note d’Opération.

Disclaimer

No communication and no information in respect of Voltalia’s share capital increase with shareholders’ 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 Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (as amended, the “Prospectus Regulation”).

With respect to the member States of the European Economic Area, other than France (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 not and will not be offered except in accordance with the exemptions set forth in Article 1(4) of the Prospectus Regulation or under any other circumstances that do not require the publication by Voltalia of a prospectus pursuant to Article 3 of the Prospectus Regulation and/or to applicable regulations of that Relevant Member State e.

This press release and the information it contains are being distributed to and are only intended for persons who are (x) outside the United Kingdom or (y) in the United Kingdom who are qualified investors (as defined in the Prospectus Regulation as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018) and are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005, as amended, (the “Order”), (ii) high net worth entities and other such persons falling within Article 49(2)(a) to (d) of the Order (“high net worth companies”, “unincorporated associations”, etc.) or (iii) other persons to whom an invitation or inducement to participate in investment activity (within the meaning of Section 21 of the Financial Services and Market Act 2000) may otherwise lawfully be communicated or caused to be communicated (all such persons in (y)(i), (y)(ii) and (y)(iii) together being referred to as “Relevant Persons”). Any invitation, offer or agreement to subscribe, purchase or otherwise acquire securities to which this press release relates will only be engaged with Relevant Persons. Any person who is not a Relevant Person should not act or rely on this press release or any of its contents.

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. 

PROSPECTUS SUMMARY

Prospectud approved on 15 November 2022 by the Autorité des marchés financiers (« AMF ») under number 22-447

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