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ENCAVIS AG / Key word(s): Issue of Debt/Corporate Action
ENCAVIS AG announces the successful placement of perpetual subordinated bonds with a volume of EUR 250 million into ordinary bearer shares of in the Company
THIS ANNOUNCEMENT MAY NOT BE PUBLISHED, DISTRIBUTED OR TRANSMITTED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS), AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE SUCH ANNOUNCEMENT COULD BE UNLAWFUL. THE DISTRIBUTION OF THIS ANNOUNCEMENT MAY BE RESTRICTED BY LAW IN CERTAIN JURISDICTIONS AND PERSONS WHO ARE IN POSSESSION OF THIS DOCUMENT OR OTHER INFORMATION REFERRED TO HEREIN SHOULD INFORM THEMSELVES ABOUT AND OBSERVE ANY SUCH RESTRICTIONS. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF ANY SUCH JURISDICTION.
Hamburg, November 17, 2021 - the SDAX listed wind and solar park operator ENCAVIS AG (ISIN: DE0006095003; Prime Standard; ticker symbol: ECV, "Encavis" or the "Company") has successfully placed perpetual subordinated bonds with a volume of EUR 250 million with the right to convert into ordinary bearer shares in the Company excluding shareholders' subscription rights (the "Subordinated Convertible Bonds").
The issuer of the Subordinated Convertible Bonds is Encavis Finance B.V., a wholly owned subsidiary of Encavis, registered in the Netherlands (the "Issuer"). The Subordinated Convertible Bonds will be guaranteed by Encavis, with the payment obligations under the guarantee being subordinated.
The Subordinated Convertible Bonds have been placed with international institutional investors [and were several times oversubscribed].
The initial conversion price was set at EUR 22.0643 per share. This corresponds to a premium of 35 per cent on the volume weighted average price of the ordinary shares on XETRA between launch and pricing.
In connection with the placement of the Subordinated Convertible Bonds, Encavis and Encavis Finance B.V. committed to a lock-up obligation of 90 days following settlement.
About Encavis AG:
Encavis is a signatory of the UN Global Compact as well as of the UN PRI network. Encavis AG's environmental, social and governance performance has been awarded by two of the world's leading ESG rating agencies. MSCI ESG Ratings awarded the corporate ESG performance with "AA" and ISS ESG with their "Prime" label.
Additional information can be found on www.encavis.com
This announcement may not be published, distributed or transmitted, directly or indirectly, in the United States of America (including its territories and possessions), Australia, Japan, South Africa or any other jurisdiction where such announcement could be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons who are in possession of this document or other information referred to herein should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement does not constitute an offer of, or a solicitation of an offer to purchase, securities of the Company or of any of its subsidiaries in the United States of America, Germany or any other jurisdiction. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, an offer in any jurisdiction. The securities offered will not be and have not been 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 the registration requirements under the Securities Act.
In the United Kingdom, this announcement is only directed at persons who (i) are 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) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc. (all such persons together being referred to as "Relevant Persons")). This document must not be acted on, or relied upon, by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.
In member states of the European Economic Area the placement of securities described in this announcement is directed exclusively at persons who are "qualified investors" within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (Prospectus Regulation).
Manufacturer Target Market (MiFID II product governance) is Eligible Counterparties and Professional Clients only (all distribution channels). No PRIIPS Key Information Document (KID) and no UK PRIIPS KID has been prepared as the Subordinated Convertible Bonds will not be available to retail investors in the EEA, the UK or elsewhere.
[In Canada, offering and sales may only be made to institutional investors who are both Accredited Investors and Permitted Clients in Ontario, Québec, British Columbia or Alberta.]
No action has been taken that would permit an offering or an acquisition of the securities or a distribution of this announcement in any jurisdiction where such action would be unlawful. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.
This announcement does not constitute a recommendation concerning the placement. Investors should consult a professional advisor as to the suitability of the placement for the person concerned.
This release may contain forward looking statements, estimates, opinions and projections with respect to anticipated future performance of the Company ("forward-looking statements"). These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes," "estimates," "anticipates," "expects," "intends," "may," "will" or "should" or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. Forward-looking statements are based on the current views, expectations and assumptions of the management of the Company and involve significant known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. Forward-looking statements should not be read as guarantees of future performance or results and will not necessarily be accurate indications of whether or not such results will be achieved. Any forward-looking statements included herein only speak as at the date of this release.
17-Nov-2021 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
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