This press release may not be published, distributed or sent, directly or indirectly, into the United States, Canada, Australia or Japan.
Press release
Paris, 11 July 2017
Direct Energie launches a capital increase mainly for the purpose of the financing of the Quadran acquisition
Following the announcement, on 15 June 2017, of the project to acquire the French renewable energy producer Quadran, Direct Energie launches today a capital increase without preferential subscription rights by way of a private placement. The gross proceeds of the share capital increase would amount to approximately €100 million. In case of exercise in full of the extension clause, this amount can reach €130 million.
Context of the transaction
On 15 June 2017, Direct Energie announced it has entered into exclusive negotiations for the acquisition from Lucia Holding of 100% of Quadran's share capital, one of the main renewable energy producers in France. The scope of this transaction would include all Quadran's on-shore wind power activities, solar, hydro-electric and biogas activities in France and French overseas departments.
The acquisition of Quadran should enable the Group to confirm its role as a global integrated actor with a diversified production mix and a strategic position in power supply.
The capital increase, mainly aimed at financing part of the acquisition of Quadran, will also allow Direct Energie to both strengthen its financial structure post-acquisition in a context of strong commercial growth and to increase its flexibility in a rapidly developing sector.
Key features and indicative timetable of the capital increase
The transaction consists of a private placement carried out via an accelerated book-building exclusively offered to institutional investors, with no preferential subscription rights or pre-emptive rights pursuant to the delegations granted under the 14th and 15th resolutions by the Company's combined general shareholders meeting held on 30 May 2017, the decision of the board of directors dated 11 July 2017 and the provisions of articles L. 225-136 of the French Commercial Code and L. 411-2 II of the French Monetary and Financial Code.
Bookbuilding starts immediately.
Historical Direct Energie shareholders Impala, AMS Industries and Luxempart, which hold respectively 34.4%, 19.3% and 10.0% of the share capital of the company, have committed to subscribe for an aggregate amount of €30m, representing 30% of this capital increase before exercise of the extension clause; the final amount of their subscriptions will depend on the final allocations resulting from the bookbuilding.
Mr. Xavier Caïtucoli, Chief Executive Officer and Chairman of Direct Energie, has committed to subscribe via its holding company Crescendix for a total amount of €2m representing 2% of the capital increase before exercise of the extension clause; the final amount of its subscription will depend on the final allocations resulting from the bookbuilding.
The final subscription price and final number of new ordinary shares issued are expected to be announced by Direct Energie as soon as practicable after the close of the bookbuilding and no later than 12 July 2017 before the opening of the markets.
The settlement-delivery of the new shares should occur on 17 July 2017.
Direct Energie has agreed a lock-up on the shares of the Company, for a period of 180 calendar days subject to certain usual exceptions. Impala, AMS Industries, Luxempart, EBM Trirhena AG (shareholder owning 9.9% of the share capital) and Crescendix, Mr. Xavier Caïtucoli's holding company, have agreed a lock-up on the shares of the Company, for a period of 90 calendar days subject to certain exceptions.
BNP Paribas is acting as Sole Lead Manager and Sole Bookrunner of the capital increase. CM-CIC Market Solutions is acting as Co-Lead Manager.
Final terms of the placement will be announced by a press release as soon as practicable after the close of the bookbuilding.
Public information
The transaction is not subject to a prospectus approved by the French Financial Market Authority ( Autorité des marchés financiers ) (AMF). Detailed information on Direct Energie, including its business, results, perspectives and related risk factors appear in the Company's reference document in the French language registered by the AMF on 16 th May 2017 under number R.17-0044, which is available together with all the press releases and other regulated information about the Company, at the Company's website ( https://www.direct-energie.com ). Direct Energie draws investors' attention to the risk factors included in Chapter 2 of 2016 Registration Document. If one or more of such risks were to materialize, this could have a material adverse effect on the business, financial condition or results of Direct Energie or on its ability to meet its targets.
Next publication:
Revenue and results of the first half of 2017: 27 September 2017 after trading
ISIN code: FR0004191674/Ticker symbol: DIREN/Euronext Paris, Compartment A
About Direct Energie
The Direct Energie Group is France's third-largest electricity and gas provider. It has already acquired and earned the trust of more than 2.2 million residential and non residential customer sites in France and Belgium (under the Poweo brand). As an integrated energy group, Direct Energie produces and supplies electricity and gas, and offers energy services to customers. Direct Energie's success has been underpinned for more than 14 years by its technical expertise, excellent customer relationships and capacity for innovation.
In 2016, the Group generated consolidated revenues of €1,692.4 million and delivered 19.8 TWh of energy.
For more information, visit our website: www.direct-energie.com
DISCLAIMER
This press release does not constitute a public offer to sell or purchase, or a public solicitation of an offer to sell or purchase, securities in any country or jurisdiction.
This press release does not constitute an offer or invitation to sell or purchase, or a solicitation of any offer to purchase or subscribe for, any securities in France. Securities mentioned in this press release may not be and will not be offered to the public in France, and may only be offered to qualified investors, as defined in, and in accordance with articles L. 411-2 and D. 411-1 to D. 411-3 of the French Monetary and Financial Code.
The distribution of this press release is directed only at (i) persons outside the United Kingdom, subject to applicable laws, (ii) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 as amended (the "Order") or (iii) high net worth bodies corporate, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) (a) to (d) of the Order (all such persons together being referred to as "relevant persons"). The private placement mentioned herein is only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire shares will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on, this press release or any information contained herein.
This press release has been prepared on the understanding that the offer of securities referred to herein in any Member State of the European Union or the members of the European Economic Area Agreement who have transposed the Prospectus Directive (each, a "Concerned Member State") will not require the publication of a prospectus in any Concerned Member State, and no action has been nor will be undertaken to allow the public offering of securities requiring the publication of a prospectus in any Concerned Member State. As a result, any person offering or intending to offer, in any Concerned Member State, the securities that are the subject of the private placement described herein may not do so except in a manner that will not create any obligation on the part of Direct Energie, BNP Paribas or CM-CIC Market Solutions to publish a prospectus with respect to such offer under Article 3 of the Prospectus Directive, as modified by Prospectus Directive Amendment 2010/73/UE. Neither Direct Energie nor BNP Paribas or CM-CIC Market Solutions has authorized, nor will authorize, any offer of the securities mentioned referred to herein in circumstances that would result in the obligation on the part of Direct Energie, BNP Paribas or CM-CIC Market Solutions to publish a prospectus in connection with such offer.
This press release does not constitute a prospectus within the meaning of Directive 2003/71/EC as amended.
This press release does not constitute an offer or invitation to sell or purchase, or a solicitation of any offer to purchase or subscribe for, any securities of Direct Energie in the United States of America. Securities may not be offered, subscribed or sold in the United States of America absent registration under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements thereof. The securities of Direct Energie have not been and will not be registered under the U.S. Securities Act and Direct Energie does not intend to make a public offer of its securities in the United States of America.
The diffusion of this press release in certain countries may be prohibited under applicable law. This press release may not be published, transmitted or distributed, directly or indirectly, and does not constitute an offer of securities, in the United States (including in the territories and dependencies and in any State of the United States), in Canada, in Australia, or in Japan.
In connection with the private placement described herein, each of BNP Paribas and CM-CIC Market Solutions and any of their respective affiliates acting as an investor for their own account may take up as a proprietary position any securities of Direct Energie and in that capacity may retain, purchase or sell for their own account securities of Direct Energie . In addition they may enter into financing arrangements and swaps with investors in connection with which they may from time to time acquire, hold or dispose of securities of Direct Energie . They do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.
BNP Paribas and CM-CIC Market Solutions are acting solely on behalf of Direct Energie , exclusively in connection with the private placement described herein, and will not be responsible to any other person for providing the protections afforded to any of their clients or for providing advice in relation to any offering of the securities of Direct Energie .
Neither BNP Paribas nor CM-CIC Market Solutions, nor any of their respective officers, directors, advisors or employees will be liable for, nor make any representation or warranty as to, the completeness or accuracy of the information contained in this press release (including in the event of the omission of information from this press release) or any other information about Direct Energie , its subsidiaries or affiliates, or any loss resulting from the use of this press release, its contents, or otherwise.
Pursuant to the commission implementing regulation (EU) No 2016/1055 of 29 June 2016 laying down implementing technical standards with regard to the technical means for appropriate public disclosure of inside information and for delaying the public disclosure of inside information in accordance with regulation (EU) No 596/2014 of the European Parliament and of the Council, this press release may contain inside information and has been sent to the authorized broadcaster of Direct Energie on 11 July 2017 at 5.40pm CET.
Press contact: Image Sept Grégoire Lucas - glucas@image7.fr - Tel + 33 (0)1 53 70 74 94
Marie Artzner - martzner@image7.fr - Tel + 33 (0)1 53 70 74 31 ou + 33 (0)6 75 74 31 73
Direct Energie Mathieu Behar - mathieu.behar@direct-energie.com - Tel +33 (0)6 12 48 85 85 Frédérique Barthélemy - frederique.barthelemy@direct-energie.com - Tel + 33 (0)6 46 69 35 41
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