- The initial price represents a market value for the company of EUR 503 million before the capital increase and EUR 703 million after the capital increase.
- The company intends to be listed on the Madrid, Barcelona, Bilbao and Valencia stock exchanges on 22 July under the ticker “OPDE”. Luis Cid, CEO of the Company, will ring the traditional bell at 1 p.m. on that day at the Palacio de la Bolsa in Madrid.
- The result of the IPO (Initial Public Offering) is a significant support from investors for the growth plans of the company, which has a differentiated business model, a clear vision and a defined strategy to achieve its medium-term objectives and promote sustainable development.
Madrid, July 21st 2022. Following the completion of the period of prospecting demand for the offer for subscription of Opdenergy shares, the Company and the Global Coordination Entities (Banco Santander, S.A. Barclays Bank Ireland PLC and Société Générale), have determined to set the final price of the offer at 4.75 euros per share. Taking this price as a reference, the value of the company is set at 503 million euros before the capital increase and 703 million euros after the operation.
As detailed in the prospectus approved by the Comisión Nacional del Mercado de Valores (the "CNMV") on 13 July, the offer involves the issue of 42,111,474 new shares for a value of approximately EUR 200 million, which may be increased by the sale of 4,211,147 shares for an additional EUR 20 million if the green-shoe option of up to 10% of the initial offer, granted by the current shareholders to the global coordinating entities, is exercised in full.
The Offer consists of four distinct tranches: (i) a first tranche targeted at qualified investors and investors who purchase or subscribe for securities for a total consideration of at least EUR100,000 per investor; (ii) a second tranche aimed at certain employees of the Company's group; (iii) a third tranche aimed at certain members of senior management, the Chief Executive Officer and certain persons closely related or connected with the Company, senior management or beneficial owners of the Company's shareholders; (iv) and a fourth tranche aimed at any type of investors resident in Spain (the "Various Investors") on the terms set out in the Prospectus. The new shares will be allocated mainly to high-quality, long-only investors with a long-term business vision and who see the Company as an investment opportunity committed to ESG best practices.
After the Admission, Opdenergy and existing shareholders will be subject to a 180-day lock-up period, and each employee acquiring new shares, the CEO and senior management will be subject to a 365-day lock-up period.
Opdenergy shares are expected to start trading tomorrow, 22 July, at 13:00 under the ticker "OPDE". The traditional bell ringing will be performed by the company's CEO, Luis Cid, at the Palacio de la Bolsa in Madrid.
After completion of the Offer, the current shareholders will hold 71.6% of the share capital of Opdenergy. However, this stake may be reduced to 68.7% in the event that the green shoe is exercised in full.
Banco Santander, S.A., Barclays Bank Ireland PLC and Société Générale are acting as Joint Global Coordinators of the Offer (the "Joint Global Coordinators"). JB Capital Markets Sociedad de Valores, S.A. is acting as joint bookrunner (together with the Joint Global Coordinators, the "Joint Bookrunners") of the Offer. Banco Cooperativo Español, S.A. and GVC Gaesco Valores, Sociedad de Valores, S.A. act as co-lead managers (and together with the Joint Bookrunners, the "Underwriters"). Banca March, S.A. and Renta 4 Banco, S.A. act as placement agents (and together with the Underwriters, the "Managers").
Opdenergy is an independent renewable energy producer, or IPP, in Europe, the United States and Latin America with more than 15 years of experience. The company develops, builds, finances, manages and operates high quality renewable energy projects in several countries. Opdenergy has a platform of secured assets with a total gross installed capacity of 2.4GW in operation, under construction and pre-construction phases. In addition, Opdenergy has a portfolio of pipeline projects at different stages of development of around 11GW that support its growth strategy.
Opdenergy plays an important role in the decarbonization of energy in the different countries in which it operates. It is present and has pipeline projects in five markets in Europe (Spain, Italy, United Kingdom, France and Poland), in the United States and in three markets in Latin America (Chile, Mexico and Colombia).
Opdenergy has secured more than 2.6GW of PPA contracts in different countries with investment grade off-takers and in hard currency.
For further information:
Press contact - KREAB
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For the purposes of this section, Offered Shares shall be understood as the New Shares and the existing ordinary shares in respect of the over-allotment, if applicable.
This announcement (the “Announcement”) and the information contained herein are not for release, distribution or publication in whole or in part, directly or indirectly, in or into the United States, Canada, Australia, Japan, South Africa or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction. The Offering and the distribution of this Announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This Announcement is not an offer to sell or a solicitation of any offer to buy or subscribe for any securities of the Company in any jurisdiction where such offer, sale or subscription would be unlawful and the Announcement and the information contained herein is not for distribution or release in whole or in part, directly or indirectly, in or into such jurisdictions.
The information contained in this Announcement does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this Announcement.
This Announcement is an advertisement and does not constitute a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (the “Prospectus Regulation”). The information and opinions in this Announcement are not based upon a consideration of any particular investment objectives, financial situation or needs. Readers may wish to seek independent and professional advice and conduct their own independent investigation and analysis of the information contained in this Announcement and of the business, operations, financial condition, prospects, status and affairs of the Company. Any purchase of or subscription for Offered Shares of the Company should be made solely on the basis of the information to be contained in the Prospectus. The Prospectus has been approved by the CNMV in accordance with the Prospectus Regulation regime. The Prospectus is available at the Company’s registered offices, on its corporate website and on the website of the CNMV (www.cnmv.es). The Prospectus may contain information different from the information contained in this and any other prior announcement in connection with the Offering. The approval of the Prospectus by the CNMV does not constitute an evaluation of the merits of the transactions proposed to investors. Investors should carefully 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 referred to herein.
Any securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended (the “Securities Act”), except to qualified institutional buyers (“QIBs”), as defined in Rule 144A under the Securities Act who may acquire, or may consider the acquisition of, the Offered Shares for their own account or for the account of a QIB and may not be offered or sold in the United States absent registration under the Securities Act or pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States. There will be no public offer of the securities referred to herein in Australia, Canada, Japan or South Africa.
In member states of the European Economic Area (the “EEA”), this Announcement is only addressed to and directed at persons who are “qualified investors” within the meaning of Article 2(e) of the Prospectus Regulation. In the United Kingdom, this Announcement and any other materials in relation to the securities referred to herein are only being distributed to, and are only directed at, and any investment or investment activity to which this announcement relates is available only to, and will be engaged in only with, a “qualified investor” (as defined in the Prospectus Regulation as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018) (i) having professional experience in matters relating to investments so as to qualify as “investment professional” under Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); (ii) falling within Article 49(2)(a) to (d) of the Order; or (iii) being a person to whom an invitation or inducement to engage in investment activity (within the meaning of section 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. This Announcement and its contents must not be acted on or relied upon in the United Kingdom or in any member state of the EEA by persons who are not “qualified investors”. The communication of this Announcement in the United Kingdom or in any member state of the EEA to persons who are not “qualified investors” is unauthorized and may contravene applicable law.
With respect to the Public Investors, the Company will not provide information different from the one included under the Prospectus as it is acting under the exemption set out in article 34 of the Securities Market Law approved by Royal Legislative Decree 4/2015 of October 23 and article 3.2 of the Prospectus Regulation.
The Managers and their respective affiliates are acting exclusively for the Company and no-one else in connection with the anticipated Offering. They will not regard any other person as their respective clients in relation to the anticipated Offering and will not be responsible to anyone other than the Company and the selling shareholders for providing the protections afforded to their respective clients, or for providing advice in relation to the anticipated Offering, the contents of this Announcement or any transaction, arrangement or other matter referred to herein.
The Offering and/or the Admission may be influenced by a range of circumstances such as market conditions. There is no guarantee that the Offering will proceed and that the Admission will occur and you should not base your financial decisions on the Company’s intentions in relation to the Offering and the Admission at this stage.
In connection with the anticipated Offering, each Manager and any of its respective affiliates, may take up a portion of the Offered Shares as a principal position and in that capacity may retain, sell, offer to sell, purchase or otherwise deal for its or their own account(s) such Offered Shares and any securities of the Company or related investments and may offer or sell such securities or other investments in connection with the Offering or otherwise. Accordingly, references in this Announcement or the Prospectus to the Offered Shares being issued, offered, subscribed, acquired, placed or otherwise dealt with should be read as including any issue, offering, subscription, acquisition, placement of or dealing in such Offered Shares by or to the Managers and any relevant affiliate acting in such capacity. In addition, certain of the Managers or their affiliates may enter into financing arrangements and swaps in connection with which they or their affiliates may from time to time acquire, hold or dispose of Offered Shares. The Managers do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
None of the Managers, or any of their respective affiliates or any of the respective directors, officers, employees, advisers or agents of any of their foregoing entities accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this Announcement (or whether any information has been omitted from the Announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.
This Announcement includes forward-looking statements within the meaning of the securities laws of certain applicable jurisdictions. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms “advanced stage”, “expects”, “intends”, “may”, “pipeline”, “potential”, “should”, “targets” and “will”as well as their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this Announcement and include statements regarding the Company’s investment strategy and the Company’s intentions, beliefs or current expectations concerning, among other things, the Company’s financial performance, prospects, growth, pipeline, strategies and the industry in which the Company intends to operate.
By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements rely on a number of assumptions, including, among others, those related to the evolution of the industry, regulatory and economic trends and the Company’s ability to successfully fund and carry out its growth plan, meet its targets and execute its pipeline. Such assumptions are inherently subject to significant business, operational, economic and other risks and uncertainties. You are hereby cautioned that forward-looking statements are not guarantees of future performance and that the Company’s actual financial condition, results of operations and cash flows, size of its portfolio, and development of the industry in which it will operate, may differ materially from those made in or suggested by the forward-looking statements contained in this Announcement. In addition, even if the Company’s financial condition, results of operations and cash flows, size of its portfolio, and development of the industry in which it will operate are consistent with the forward-looking statements contained in this Announcement, those results or developments may not be indicative of the Company’s results or developments in subsequent periods and may be impacted by important factors. No representation or warranty is made that any forward-looking statement will come to pass. No one undertakes to publicly update or revise any such forward-looking statement.
The definition and classification of the pipeline of the Company, which comprises “Farm-Down”, “Advanced Stage”, “Early Stage” and “Identified Opportunities”, may not necessarily be the same as that used by other companies engaged in similar businesses. As a result, the expected capacity of the Company’s pipeline may not be comparable to the expected capacity of the pipeline reported by such other companies. In addition, given the dynamic nature of the pipeline, the pipeline is subject to change and certain projects classified under a certain pipeline category as identified above could be reclassified under another pipeline category or could cease to be pursued in the event that unexpected events occur.
The information, opinions and forward-looking statements contained in this release speak only as at its date and are subject to change without notice.
Information to distributors: Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Offered Shares have been subject to a product approval process, which has determined that such Offered Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “Target Market Assessment”). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Offered Shares may decline and investors could lose all or part of their investment; the Offered Shares offer no guaranteed income and no capital protection; and an investment in the Offered Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offering. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Managers in connection with the offering to Qualified Investors will only engage with investors who meet the criteria of qualified investors within the meaning of article 2(e) of the Prospectus Regulation (except for Renta 4 Banco, S.A. which may also procure retail investors with allocated orders of at least €100,000 per investor).
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Offered Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the Offered Shares and determining appropriate distribution channels.