PARIS--(BUSINESS WIRE)--Regulatory News:
NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA AND JAPAN
NHOA (Paris:NHOA) (NHOA:PA, formerly Engie EPS, the “Company”) a global leader in energy storage, e-mobility and electric vehicles public fastcharging infrastructure, listed on the regulated market of Euronext in Paris, announces the successful completion of its capital increase with shareholders’ preferential subscription rights (the “Rights”) with the subscription period running from November 12, 2021 to November 23, 2021 (the “Rights Issue”).
The Rights Issue was conducted by Société Générale acting as Sole Global Coordinator and Joint Bookrunner alongside Mediobanca acting as Joint Bookrunner.
The net proceeds of the offering will be used to support the announced Masterplan10x and strategic ambitions of NHOA, in particular:
- c.€30 million to serve investments in the 2021-2023 Technology Roadmap and the additional R&D required to preserve NHOA’s competitive positioning recently obtained in the storage sector, particularly in Asia Pacific,
- c.€8 million to finance the expansion in the Americas and Asia Pacific regions, including the set-up of local development and execution teams and the implementation of the necessary commercial infrastructure, and
- c.€98 million for the equity financing of the first phase of the Atlante network, including the strengthening of the industrial footprint and the supply chain vertical integration of the Global Business Line eMobility that will be required to follow the Atlante demand for fastchargers in Southern Europe.
Results of the Rights Issue
The final gross proceeds of the transaction amount to €139,924,785.60 corresponding to the issuance of 12,766,860 new shares at a price of €10.96 per share.
Total demand, which amounted to approximately €160 million, was greater than the targeted proceeds of €140 million, corresponding to a subscription rate of about 114%, including the irreducible order from NHOA’s main shareholder, Taiwan Cement Europe Holdings B.V. (“TCEH”), the fully-owned subsidiary of Taiwan Cement Corporation (“TCC”) and over 140% excluding the order from TCC.
Total demand was split as described below:
- 12,611,653 new shares were subscribed on an irreducible basis (“à titre irréductible”), representing 98.8% of the number of new shares to be issued;
- orders subject to reduction (“à titre réductible”) amounted to 1,978,500 new shares and will, as a result, only be partly allocated, in the amount of 155,207 new shares.
Impact of the Rights Issue on the allocation of the share capital
TCC, which owned 65.15% of the Company’s share capital at the date of Prospectus (as defined below), subscribed for a total number of 8,317,551 new shares on an irreducible basis corresponding to the exercise of its preferential subscription rights.
Following the settlement-delivery of the Rights Issue, the share capital of the Company will amount to €5,106,744.00 divided in 25,533,720 shares of €0.20 nominal value each.
Shareholding (capital and voting rights) following the Rights Issue:
|
NUMBER OF SHARES |
% OF CAPITAL AND VOTING RIGHTS |
TCC |
16,635,102 |
65.15 % |
Public and Institutional Investors |
8,898,618 |
34.85 % |
Total |
25,533,720 |
100.00 % |
Dilution
For illustrative purposes only, a shareholder holding 1.0% of the Company’s share capital before the Rights Issue and who did not participate to the Rights Issue, will hold 0.5% of the share capital following its completion.
Indicative timetable for the Rights Issue
The settlement-delivery and the listing of the new shares on the regulated market of Euronext in Paris are expected to occur on December 1, 2021. The new shares will carry full rights (jouissance courante) and will entitle their holders, from the date of their issuance, to any dividends decided by NHOA from this date. They will be immediately fungible with NHOA’s existing shares and will be traded on the same listing line under the ISIN code FR0012650166.
Lock-up commitments of the Company and of TCC
NHOA has committed to a lock-up period ending 180 calendar days after the date of settlement-delivery of the Rights Issue (subject to certain exceptions).
TCC has agreed to a lock-up period ending 180 calendar days after the date of settlement-delivery of the Rights Issue (subject to certain exceptions).
Availability of the Prospectus
The Prospectus (the “Prospectus”) including (i) the 2020 Universal Registration Document (Document d’Enregistrement Universel) of ENGIE EPS S.A. (now NHOA S.A.) filed with the Autorité des Marchés Financiers (the “AMF”) on 7 April 2021 under number D.21-0273, (ii) the amendment to the 2020 Universal Registration Document filed with the AMF on 8 November 2021 under number D.21-0273-A01 and (iii) a securities note (note d’opération) (including the summary of the Prospectus) which was filed with the AMF and received approval number n. 21-476 dated 8 November 2021 is available on the website of the AMF (www.amf-france.org) and the Company (www.nhoa.energy).
Prospectus is available free of charge at the Company’s registered office (28, rue de Londres, 75009 Paris).
Risk Factors
Investors’ attention is drawn to the risk factors included in chapter 3 “Risk Factors” of the 2020 Universal Registration Document, as supplemented by section 3 “Risk Factors” of the amendment to the 2020 Universal Registration Document and in chapter 2 “Risk Factors” of the securities note (note d’opération).
Disclaimer
This press release does not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of ordinary shares in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The distribution of this document may, in certain jurisdictions, be restricted by local legislation. Persons into whose possession this document comes are required to inform themselves about and to observe any such potential local restrictions. This press release 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”). Potential investors are advised to read the prospectus before making an investment decision in order to fully understand the potential risks and rewards associated with the decision to invest in the securities. The approval of the prospectus by the Autorité des marchés financiers should not be understood as an endorsement of the securities offered or admitted to trading on a regulated market. With respect to the member states of the European Economic Area (other than France) and the United Kingdom (each a “Relevant State”), no action has been undertaken or will be undertaken to make an offer to the public of the securities referred to herein requiring a publication of a prospectus in any Relevant State. As a result, the securities may and will be offered in any Relevant State only (i) to qualified investors within the meaning of the Prospectus Regulation, for any investor in a Member State of the European Economic Area, or Regulation (EU) 2017/1129 as part of national law under the European Union (Withdrawal) Act 2018 (the “UK Prospectus Regulation”), for any investor in the United Kingdom, (ii) to fewer than 150 individuals or legal entities (other than qualified investors as defined in the Prospectus Regulation or the UK Prospectus Regulation, as the case may be), or (iii) in accordance with the exemptions set forth in Article 1 (4) of the Prospectus Regulation or under any other circumstances which do not require the publication by NHOA of a prospectus pursuant to Article 3 of the Prospectus Regulation, of the UK Prospectus Regulation and/or to applicable regulations of that Relevant State.
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 only being distributed to, and is only directed at, persons in the United Kingdom that (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”), (ii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations, etc.”) of the Order, or (iii) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of Article 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “Relevant Persons”). 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. Any person who is not a Relevant Person should not act or rely, on this document or any of its contents. This press release does not constitute or form part of any offer of Securities for sale or any solicitation to purchase or to subscribe for securities or any solicitation of sale of securities in the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or the law of any State or other jurisdiction of the United States, and may not be offered or sold in the United States absent registration under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. NHOA does not intend to register all or any portion of the Securities in the United States under the Securities Act or to conduct a public offering of the Securities in the United States.
This press release may not be published, forwarded, broadcast or distributed, directly or indirectly, in the United States, Canada, Australia or Japan.
NHOA
NHOA S.A. (formerly Engie EPS), a global leader in energy storage, e-mobility and electric vehicles public fastcharging infrastructure, develops technologies enabling the global transition towards clean energy and sustainable mobility, shaping the future of a next generation living in harmony with our planet.
Listed on Euronext Paris regulated market (NHOA:PA), NHOA forms part of the CAC® Mid & Small and CAC® All-Tradable financial indices.
NHOA, with offices in France, United States and Australia, maintains entirely in Italy research, development and production of its technologies.
For further information, go to www.nhoa.energy