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clearvise AG informs about recent progress of the growth initiative clearSCALE2025

EQS-News: clearvise AG / Key word(s): Capital Increase
clearvise AG informs about recent progress of the growth initiative clearSCALE2025
22.11.2022 / 00:15 CET/CEST
The issuer is solely responsible for the content of this announcement.

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS PRESS RELEASE.

Corporate News

clearvise AG informs about recent progress of the growth initiative clearSCALE2025

  • Resolved capital increase with subscription rights to generate gross proceeds of around EUR 25 million

  • Negotiations in partnership on the planned acquisition of the Tion portfolio in progress

  • Implementation of various projects for strategic portfolio expansion in sight

Wiesbaden, 22 November 2022 - clearvise AG (WKN A1EWXA / ISIN DE000A1EWXA4), ("clearvise") is driving forward its activities under the clearSCALE2025 growth initiative. The Management Board of clearvise AG has resolved with the approval of the Supervisory Board, to increase the share capital of the Company against cash contributions from currently EUR 63,457,289.00 by up to EUR 11,898,240.00 to up to EUR 75,355,529.00 by issuing up to 11,898,240 new no-par value bearer shares ("New Shares") with subscription rights for the shareholders of the Company by making partial use of the existing Authorized Capital 2022 ("Capital Increase"). The subscription price is set at EUR 2.10 per New Share ("Subscription Price"). The Company expects gross proceeds of up to approximately EUR 25 million from the capital increase, the subscription period of which is expected to start on 24 November 2022.

clearvise intends to use the proceeds from the rights issue as part of the clearSCALE2025 growth initiative to finance further portfolio expansion. A significant part of this is the planned transaction of the 159 MW European wind and solar portfolio of Tion Renewables AG ("Tion") (formerly: Pacifico Renewables Yield AG), which would greatly accelerate clearvise's growth course. The negotiations are progressing well. At the same time, clearvise plans to use the issue proceeds partially to finance the Wolfsgarten (~38MW) and Heiligenfelde (~11 MW) solar projects. Both parks are currently in the final development phase. clearvise expects the approvals for the Wolfsgarten and Heiligenfelde solar parks in December 2022 and in the first quarter of 2023. Furthermore, the remaining 20 % to 30 % of the proceeds are earmarked for other, smaller development projects from the pipeline. In the event that the transaction with Tion or one or more of the aforementioned projects does not materialise, the Company intends to use the proceeds therefrom for other pipeline projects and general corporate purposes.

Petra Leue-Bahns, Spokesperson of the Executive Board of clearvise AG, explains: "With the resolved capital increase, we have successfully initiated an important step and can use the expected proceeds specifically for the implementation of various attractive projects for our strategic portfolio expansion. All shareholders have the opportunity to participate in the capital increase by exercising their subscription rights and to accompany clearvise AG on its further growth path. One of several building blocks that should contribute to the successful implementation of our growth initiative clearSCALE 2025 is the planned acquisition of the Tion portfolio. By increasing our portfolio from 303 MW to over 462 MW, this would give us better access to alternative financing instruments such as green bonds. Negotiations progressing in partnership, in a planned and positive manner.“

Negotiations in partnership on the planned acquisition of the Tion portfolio in progress

clearvise and Tion had already agreed on a coherent valuation framework for the two portfolios at the beginning of their talks. The methodologically equivalent valuation of both portfolio holdings represents an essential basis for the determination of the purchase price with regard to a possible acquisition by clearvise. Taking into account consistent electricity price forecasts and valuation parameters, the parties as of today come to indicative valuation ranges (equity value) of approximately EUR 145 million to EUR 177 million for Tion’s operating portfolio and of approximately EUR 207 million to EUR 253 million for clearvise’s operating portfolio (as of 21 November 2022). These preliminary valuation ranges also form the basis for determining the purchase price and the number of clearvise AG shares to be issued for the contribution of the Tion portfolio as part of a capital increase through a contribution in kind. The Company and Tion do not intend to provide an indication of the market value of the Tion Portfolio, the clearvise portfolio or of clearvise AG; the ranges are provided solely to indicate the current status of the negotiations about the consideration for the acquisition of the Tion Portfolio. The Company and Tion have not yet determined an indication of the relevant value of clearvise AG, an indication of the purchase price. The valuations shall be confirmed by an external auditor. Meanwhile, the technical and legal due diligence of the wind and solar parks to be acquired in the Tion portfolio is still ongoing.

Negotiations for a cooperation agreement are also progressing: both sides have agreed that after a successful closing Tion, as an anchor investor with a target stake of around 40%, will have the right to propose two of the future six seats on clearvise's supervisory board. In addition, a common understanding was reached that clearvise, as a permanently independent, listed IPP, will in the future be the only IPP for European wind and solar parks within Tion, while Tion focuses on expanding its broader corporate strategy beyond renewable energy. Furthermore, both parties have agreed that the governance should be aligned with the German Corporate Governance Code. Moreover, it is planned to obtain the approval for a possible acquisition of the Tion portfolio in the context of extraordinary general meetings, probably in the first quarter of 2023.

Public offer in the context of the rights issue capital increase

The approval of the Prospectus by the German Federal Financial Supervisory Authority (BaFin) is expected for Tuesday, 22 November 2022. The prospectus for the public offering of the New Shares will be made available shortly on the Company's website at www.clearvise.de in the section "Investor Relations - Capital Increase".


About clearvise

clearvise AG is an independent electricity producer from renewable energies with a diversified, European plant portfolio. Currently, the established investment portfolio of the ("Bürgerwindaktie") consists of wind and solar parks in Germany, France, Ireland and Finland as well as a biogas plant. With an operational capacity of around 303 MW, clearvise produces green electricity from renewable energy sources. Based on a three-pillar strategy, the company is concentrating on expanding its portfolio of wind onshore and PV plants in Europe and making them profitable. The clearvise AG share (WKN A1EWXA / ISIN DE000A1EWXA4) has been listed since 2011 and is currently traded on the open markets of various German stock exchanges and via XETRA.


Contact

cometis AG
Thorben Burbach
Tel.: +49 (0)611 - 205855-23
Fax: +49 (0)611 - 205855-66
E-Mail: burbach@cometis.de


Dislaimer

These materials may not be, directly or indirectly, published, distributed or transmitted in or into the United States, Canada, Australia or Japan or any other jurisdiction in which the distribution or release would be unlawful. These materials do not constitute an offer of securities for sale or a solicitation of an offer to purchase securities (the "Securities") of clearvise AG (the "Company") in the United States, Australia, Canada or Japan or any other jurisdiction in which such offer or solicitation is unlawful. The Securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"). There will be no public offering of the Securities in the United States. The securities described in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The Securities referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan subject to certain exceptions.

This publication constitutes neither an offer to sell nor a solicitation to buy securities. A public offer in Germany will be made solely by the means of, and on the basis of, a securities prospectus which is yet to be published. An investment decision regarding the publicly offered securities of clearvise AGthe Company should only be made on the basis of the securities prospectus. The securities prospectus will be published promptly upon approval by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin) and will be available free of charge on the clearvise AGCompany's website at http://clearvise.de.

This release may in the United Kingdom only be distributed to, and is only directed at, persons who are "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018, and who are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) or (iii) are persons to whom an invitation or inducement to engage in an 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 be lawfully communicated or caused to be communicated (all such persons together being referred to as "Relevant Persons"). This release is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity in shares of the Company is available only to Relevant Persons and will be engaged in only with Relevant Persons.

Statements contained herein may constitute "forward-looking statements." Forward-looking statements are generally identifiable by the use of the words "may", "will", "should", "plan", "expect", "anticipate", "estimate", "believe", "intend", "project", "goal" or "target" or the negative of these words or other variations on these words or comparable terminology.

Forward-looking statements are based on current expectations and involve a number of known and unknown risks, uncertainties and other factors that could cause the Company's or its industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. You should not place undue reliance on for-ward-looking statements and the Company does not undertake publicly to update or revise any forward-looking statement that may be made herein, whether as a result of new information, future events or otherwise.


22.11.2022 CET/CEST Dissemination of a Corporate News, transmitted by EQS News - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

The EQS Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
Archive at www.eqs-news.com

Language:

English

Company:

clearvise AG

Unter den Eichen 7

65195 Wiesbaden

Germany

Phone:

+49 (0)611 26 765 0

Fax:

+49 (0)611 26 765 599

E-mail:

info@clearvise.com

Internet:

www.clearvise.com

ISIN:

DE000A1EWXA4

WKN:

A1EWXA

Listed:

Regulated Unofficial Market in Dusseldorf, Hamburg, Munich

EQS News ID:

1493063


 

End of News

EQS News Service

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