NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA or in any other jurisdiction in which such a release, publication or distribution would be unlawful
The capital increase through a rights offering announced by THEOLIA on June 24, 2010 has been fully subscribed, assuring gross proceeds of 60,463,059 euros.
This success represents for THEOLIA, its shareholders and its bondholders, a fundamental step that completes the financial restructuring of the Company.
The total demand amounted to 60,468,866 euros. 60,468,866 new THEOLIA ordinary shares, of which 49,555,218 ordinary shares on an irreducible basis ("à titre irréductible") and 10,913,648 ordinary shares on a reducible basis ("à titre réductible"), were subscribed at a price of 1 euro per share in the context of the subscription period for the capital increase that ended on July 7, 2010.
The settlement date as well as the listing of the new shares on Euronext Paris (code ISIN: FR0000184814) will occur on July 20, 2010. The new shares will be fungible with the existing shares. Following this transaction and before conversion of OCEANEs (convertible bonds), THEOLIA's capital will comprise 100,771,766 shares.
Changes in terms of the OCEANEs (convertible bonds)
The changes in the terms of the OCEANEs approved by THEOLIA's bondholders general meeting on February 18, 2010 and by the shareholders' meeting on March 19, 2010 will become effective upon settlement of the capital increase on July 20, 2010, except the change in the ratio for conversion of the OCEANEs into shares which will become effective on July 21, 2010.
In particular, and still subject to the settlement of the capital increase on July 20, 2010, the new terms of the OCEANEs dependant on the amount of the capital increase will be the following:
o the amount of the partial early reimbursement of the OCEANEs will amount to 1.77 euros per OCEANE, or 20.4 million euros in all, to which will be added the interest due on this amount, noting that this reimbursement will be made by the intermediary of Société Générale, paying agent for the OCEANEs, on July 22, 2010;
o the buyback price of the OCEANEs as of January 1, 2015 will be 15.29 euros per bond, which represents 176,423,084 euros in the event that all bondholders exercise their buyback options; and
o the new ratio for conversion to shares (number of shares allowed for each OCEANE upon conversion or exchange) is set at 8.64 until the 7th business day preceding December 31, 2013, specifying that as indicated below this new conversion ratio for the OCEANEs will become effective on July 21, 2010.
The suspension of the right of share allocation linked to the OCEANEs (which was effective since May 24, 2010) will terminate upon settlement of the capital increase and the right to access shares will thus be able to be exercised by the convertible bondholders from July 21, 2010, on the basis of the new ratio of share attribution.
THEOLIA is an independent international developer and operator of wind energy projects. THEOLIA is active primarily in France, Germany and Italy, and also in India, Brazil and Morocco. THEOLIA trades on the compartment B of Euronext Paris, regulated market of NYSE Euronext, under the symbol TEO. The THEOLIA stock is part of the CAC Small 90 index.
For more information
Edward F. McDonnell
Tel: +33 (0)4 42 906 594
Tel: + 33 (0)6 09 04 80 11
French Société Anonyme (public limited company with Board of Directors) with share capital of ¤40,308,707
Registered office: 75 rue Denis Papin BP 80199 - 13795 Aix-en-Provence cedex 3 - France
Tel: +33 (0)4 42 904 904 - Fax: +33 (0)4 42 904 905 - www.theolia.com
THEOLIA is listed on the compartment B of Euronext Paris, code: TEO
This announcement does not constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell, otherwise dispose of or issue, or any solicitation of any offer to sell, otherwise dispose of, issue, purchase, otherwise acquire or subscribe for, any security in the capital of THEOLIA in any jurisdiction.
This announcement is not an offer of securities for sale in the United States. No securities of THEOLIA have been or will be registered under the US Securities Act of 1933, as amended (the ''Securities Act''), or under the securities laws of any state or other jurisdiction of the United States. Accordingly, the securities of THEOLIA may not be offered, sold taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, in or into the United States (as defined in Regulation S of the Securities Act) absent registration under, or an exemption from, the registration requirements of the Securities Act and in compliance with any relevant state securities laws. There has been and will be no public offer of the securities of THEOLIA in or into the United States.
Neither this announcement (including any materials distributed in connection with this announcement) nor any part or copy of it may be released, published or distributed in or into the United States, Australia, Canada, Japan or South Africa.
Any failure to comply with this restriction may constitute a violation of the securities laws of the United States, Australia, Canada, Japan or South Africa. The distribution of this announcement in other jurisdictions may be restricted by law and persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions.
This announcement or any document distributed in connection with this announcement may include forward-looking statements. Forward-looking statements include all matters that are not historical fact, including statements regarding the belief or current expectations of THEOLIA, its management or directors regarding the timing, amount, execution and impact of any restructuring plans or capital increase are currently contemplated or subject to negotiation, and other matters.
Generally, words such as ''may'', ''could'', ''will'', ''expect'', ''intend'', ''estimate'', ''anticipate'', ''believe'', ''plan'', ''seek'', ''continue'' and similar expressions identify forward-looking statements. These forward-looking statements are not guarantees of future performance. Rather, they are based on current beliefs and assumptions and involve known and unknown risks, uncertainties and other factors, many of which are outside the control of THEOLIA and are difficult to predict, and which may cause THEOLIA's actual results to materially differ from any future results or developments expressed by or implied from the forward-looking statements. Such risks and uncertainties include the effects of continued or increasing volatility in international financial markets, economic conditions both internationally and in the markets where THEOLIA operates, and other factors affecting the level of THEOLIA's business activities and the costs and availability of financing for its activities.
Security holders and prospective investors are invited to refer to the risks described in the documents filed by THEOLIA with the Autorité des marchés financiers (the "AMF") and available on the AMF website (www.amf-france.org) and the THEOLIA website (www.theolia.com).
Each forward-looking statement in this announcement speaks only as of its date. THEOLIA expressly disclaims any obligation or undertaking to publicly release any updates or revisions to any forward-looking statements contained herein to reflect any change in THEOLIA's expectations with regard thereto or any change in events, conditions or circumstances on which any forward-looking statement is based. Recipients of this announcement should conduct their own independent assessment of the matters described in this announcement.
A prospectus was filed with the Autorité des marchés financiers ("AMF") and available on the AMF website (www.amffrance.org) and the THEOLIA website (www.theolia.com). It includes inter alia information on risk factors that shall be read in conjunction with this announcement.Information réglementée
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