THEOLIA's potential confirmed with offer more than four times over-subscribed
THEOLIA, the European renewable energy company, had a highly successful issue of convertible bonds (OCEANE, due 2014). The proceeds of this convertible issue will finance the company's ongoing expansion. In the event, the issue was more than four times oversubscribed, with applications worth ¤910 million for an initial offer of ¤190 million.
As a result of this strong demand, the total issue amount was raised to ¤240 million, represented by 11,538,482 bonds, following exercise in full of the extension clause and over-allotment option granted to HSBC. The success of the issue demonstrates the appeal of THEOLIA and its economic model to investors.
This transaction's main features are as follows:
Type of financial instrument: OCEANE
Number of bonds: 11,538,462
Total issue amount: ¤190 million
Extension clause: ¤25 million
Over-allotment option: ¤25 million
Duration of the bonds: From 30 October 2007 to 1 January 2014
Annual interest: 2%
Gross actuarial yield to maturity: 3.25%
With a further ¤240 million, THEOLIA can finance its rapid growth
This transaction strengthens THEOLIA's ability to finance its ongoing expansion programme. The Group can use the proceeds of the issue to strengthen its organic growth, secure the provision of turbines, speed up the roll-out of wind farms and refinance the working capital requirements of its subsidiary NATENCO.
Some of the money will also be used as a bridge to support the development of its THEOLIA Emerging Markets subsidiary in anticipation of its stock exchange listing.
In addition, THEOLIA wishes to take an active part in consolidating the wind energy sector by seizing further external growth opportunities.
The transaction will also enable THEOLIA to strengthen its equity as and when the bonds are converted into new shares.
Jean-Marie Santander, CEO of THEOLIA:
"The success of this bond issue reinforces THEOLIA's strategy. The Group now has the resources to finance its growth and actively take part in the consolidation of the wind energy sector. I chose OCEANE bonds (issued by HSBC) because of their substantial benefits, including a low financing cost of 2% per year compared with pure debt and with less dilution than a standard capital increase. The fact that the transaction is heavily over-subscribed is evidence of the belief of many investors in THEOLIA's long-term strategy. The Group now has the financial resources to put its development plan into action."
Target of 2,000 MW in operation by 2011
THEOLIA is growing rapidly and has set itself the target of building wind farms with installed power of around 2,000 MW by 2011. The Group would like to increase the number of wind farms under its own management, strengthen its NATENCO in Germany and develop its business in emerging markets through THEOLIA Emerging Markets, its dedicated subsidiary based in Casablanca.
THEOLIA Group's wind energy portfolio as at 1 November 2007
|In operation for own account||289 MW|
|In operation for third parties||177 MW|
|Under construction||205 MW|
|Building permits obtained||124 MW|
|Building permits pending||665 MW|
|Under development (final phase)||790 MW|
|Under development (initial phase)||243 MW|
|In process of acquisition||402 MW|
|PORTFOLIO TOTAL||2,895 MW|
THEOLIA is a leading European independent electricity producer from renewable energy. THEOLIA's activity spans development, construction and operation of wind farms. THEOLIA operates in France and a number of emerging markets.THEOLIA is listed on Eurolist B by Euronext Paris under the mnemonic TEO. The stock is a component of the SBF 120 index, having gone from the Marché Libre to the SBF 120 in under 15 months.
For more information:
Tel: + 33 (0)4 42 904 904
French société anonyme (public limited liability company with board of directors)
with share capital of ¤38,235,117
Registered office: Parc de La Duranne - 860, rue René Descartes
Les Pléiades - Bât F - 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 Eurolist B, Euronext Paris under the mnemonic TEO
The French prospectus, consisting of the document de référence registered by the AMF on October 17, 2007 under number R.07-153, a note d'opération and a summary (résumé), received visa n°07-368 from the AMF on October 22, 2007. Copies of this prospectus are available free of charge from THEOLIA's head office (Parc de la Duranne - Les Pléiades - Bâtiment F - 860, rue René Descartes - 13100 Aix-en-Provence). The prospectus may also be accessed on the Websites of THEOLIA (www.theolia.com) and the AMF (www.amf-france.org). Investors are urged to consider the risk factors set forth in Chapter 4 of THEOLIA's document de référence, as well as in Chapter 2 of the note d'opération.
No communication and no information in respect of the offering by THEOLIA of bonds convertible into and/or exchangeable for new or existing shares (the "Bonds") may be distributed to the public in any jurisdiction where a registration or approval is required. No steps have been or will be taken in any jurisdiction outside France where such steps would be required. The offering or subscription of the Bonds may be subject to specific legal or regulatory restrictions in certain jurisdictions. THEOLIA takes 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 Directive 2003/71/EC of the European Parliament and the Council of November 4th, 2003 (as implemented in each memberState of the European Economic Area (the "Member States"), the ("Prospectus Directive").
This announcement does not, and shall not, in any circumstances constitute a public offering ("appel public à l'épargne") nor an invitation to the public in connection with any offering.
The offer and sale of the Bonds in France will first be carried out in accordance with article L. 411-2 of the "Code monétaire et financier" to qualified investors as defined therein. The offer will be made to the public in France only after the granting of the "visa" by the AMF on the prospectus.
With respect to each member State of the European Economic Area and which has implemented the Prospectus Directive (each, a "relevant member State"), no action has been undertaken or will be undertaken to make an offer to the public of the Bonds requiring a publication of a prospectus in any relevant member State. As a result, the Bonds may only be offered in relevant member States:
(a) to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to place securities;
(b) to any legal entity which has two or more of the following criteria: (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than ¤43 million; and (3) an annual net turnover of more than ¤50 million, as shown in its last annual or consolidated accounts;
(c) in any other circumstances, not requiring the issuer to publish a prospectus as provided under article 3(2) of the Prospectus Directive.
This press release is directed only at persons who (i) are outside the United Kingdom, (ii) have professional experience in matters relating to investments ("investment professionals") within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (iii) are "high net worth entities" or all other persons to whom this document can be legally communicated falling within Article 49(2)(a) to (d) of the Order (hereafter "Qualified Person"). Any person who is not a Qualified Person should not rely on this document or any of its contents. Persons distributing this document must satisfy themselves that it is lawful to do so. Past performance of the THEOLIA securities should not be relied on as an indication of future performance.
No prospectus concerning the bonds has been filed with or cleared by the Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to Legislative Decree No. 58 of February 24, 1998 as amended (the "Financial Services Act") and to CONSOB Regulation No. 11971 of 14 May 1999 as amended (the "Issuers Regulation") and, accordingly, the bonds have not been and will not be offered in a solicitation to the public at large ("sollecitazione all'investimento"). Therefore, the bonds may only be offered, transferred or delivered within the territory of the Italian Republic to the extent that copies of this announcement or any other document relating to the offering are distributed or made available exclusively (a) to professional investors ("operatori qualificati") as defined in Article 31, second paragraph, of CONSOB Regulation No. 11522 of July 1, 1998, as amended (the "Intermediaries Regulation") pursuant to Article 100 of the Financial Services Act or (b) in circumstances where an exemption from the rules governing solicitations to the public at large applies, pursuant to, and in compliance with, the conditions set out by Article 100 of the Financial Services Act, and Article 33, first paragraph, of the Issuers Regulation. In addition, any offer of the bonds or distribution of any other document relating to the offering must take place (a) via investment firms, banks or financial intermediaries authorized to carry out such activities in Italy in accordance with the Financial Services Act, the Issuers Regulation, the Intermediaries Regulation and Legislative Decree No. 385 of September 1st, 1993 (the "Banking Law"), and (b) in conformity with all applicable Italian laws and regulations and all other conditions or limitations that may be, from time to time, imposed by the relevant Italian authorities concerning securities, tax matters and exchange controls. The bonds have not been and will not be offered, sold or distributed by a network of retail banks, on the primary or secondary market, to a resident in Italy.
This press release may not be published, distributed or transmitted in the United States (including its territories and dependencies, any state of the United States and the District of Columbia). This press release does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act"). They may not be offered or sold in the United States (as defined in Regulation S under the Securities Act), except pursuant to an exemption from the registration requirements of the Securities Act. THEOLIA does not intend to register any portion of the proposed offering in the United States or to conduct a public offering of securities in the United States.
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, Canada, Japan or Australia.
This press release may not be published, distributed or transmitted, directly or indirectly to the United States of American Canada, Japan or Australia.© Copyright Actusnews Wire
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