Announcement of the Initial Public Offering of Shares of Enefit Green AS
NOT FOR RELEASE, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE’S REPUBLIC OF CHINA, JAPAN, SOUTH AFRICA, OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL.
Enefit Green AS (registry code: 11184032, address Lelle 22, 11318 Tallinn Estonia; the “Company”) hereby announces the initial public offering of its shares (the “Offering”). The Offering will be carried out on the basis of the prospectus prepared by the Company and approved by the Estonian Financial Supervision and Resolution Authority (the “EFSA”) on 4 October 2021 (the “Prospectus”). Full details of the Offering are set out in the Prospectus.
Key highlights of the Offering
In the base case, the Company aims to raise EUR 100 million through the issuance of new ordinary shares (the “New Shares”) and the Company’s sole shareholder Eesti Energia Aktsiaselts (“Eesti Energia”) aims to raise up to EUR 15 million through the sale of existing ordinary shares (the “Secondary Shares” and, together with the New Shares, the “Offer Shares”), for a total base deal size of EUR 115 million. In the base case, up to 17,3% of all the shares in the Company are offered. Depending on market conditions, the number of the Secondary Shares to be sold in the Offering may be upsized by up to EUR 60 million, resulting in an upsized deal of up to EUR 175 million and corresponding to up to 26,4% of all the shares in the Company. The Company has one class of shares and all Offer Shares are or will be of the same class.
The Offering consists of (i) an offering of Offer Shares to retail investors in Estonia, as well as retail investors in Latvia and Lithuania (the “Retail Offering”) and (ii) an offering of Offer Shares to institutional investors in and outside of Estonia (the “Institutional Offering”). The Institutional Offering comprises an offer of Institutional Offer Shares to qualified investors within the meaning of Regulation (EU) 2017/1129 (the “Prospectus Regulation”), and other institutional investors in reliance on Regulation S (“Regulation S”) under the U.S. Securities Act of 1933 as amended (the “U.S. Securities Act”) and to qualified institutional buyers in the United States as defined in, and in reliance on, Rule 144A under the U.S. Securities Act.
The subscription period for the Offer Shares will commence on 5 October 2021 at 10 a.m. (Eastern European Summer Time – Estonian time) and end on 14 October 2021 at 14 p.m. (Eastern European Summer Time – Estonian time) (the “Offer Period”), unless the Offering is postponed or cancelled.
The offer price range for the Offer Shares is EUR 2.45 to 3.15 (the “Offer Price Range”). Subscriptions in the Retail Offering must be submitted for the price equal to the upper end of the Offer Price Range, i.e., EUR 3.15 per Offer Share. The final offer price per Offer Share (the “Offer Price”) will be determined through a book-building process and will be the same for all investors in the Retail Offering and the Institutional Offering. The Company expects to announce the final Offer Price by means of a stock exchange release on or about 15 October 2021 together with publishing the results of the Offering.
The Company plans to use net proceeds of the Offering to finance the Company’s and its consolidated subsidiaries’ (the “Group”) development projects and potential new projects in order to support the Group’s growth and development strategy. In particular, the Company plans to use the net proceeds of the Offering for the purposes of developing the wind and solar parks in the Group’s near-term pipeline of up to 600 MW.
Estonian retail investors wishing to subscribe for the Offer Shares in the Retail Offering should contact Swedbank AS or LHV Pank AS or any other custodian operating such investor’s securities account at the Estonian Register of Securities and submit a subscription undertaking during the Offer Period for subscription of the Offer Shares in accordance with the terms of the Offering. Latvian or Lithuanian retail investors wishing to subscribe for the Offer Shares in the Retail Offering should contact the financial institution which is a member of Nasdaq Tallinn Stock Exchange and that operates such investor’s securities account and submit a subscription undertaking within the Offer Period for the purchase of Offer Shares in the form accepted by the financial institution and in accordance with the terms of the Offering.
In order to apply for Offer Shares in the Institutional Offering, an investor should contact Citigroup Global Markets Europe AG, Nordea Bank Abp or Swedbank AS (collectively referred to as the “Underwriters”).
Each of the Company and Eesti Energia have entered into standard 180-day lock-up arrangements subject to customary carve-outs and waivers by the Underwriters.
The expected time schedule of the Offering is as follows:
5 October 2021
Publication of the Prospectus
5 October 2021 10 a.m. (Estonian time)
Offer Period commences
14 October 2021 14 p.m. (Estonian time)
Offer Period ends
On or about 15 October 2021
Decision on the Offer Price and allocation of the Offer Shares
On or about 15 October 2021
Pricing announcement in respect of the Offering
On or about 20 October 2021
Settlement of the Offering
On or about 21 October 2021
Listing and commencement of trading on Nasdaq Tallinn Stock Exchange
Listing and Admission to Trading of the Shares
The Company has applied for listing and admission to trading of all of its shares, including the New Shares (the “Shares”) on the Baltic Main List of Nasdaq Tallinn Stock Exchange. The trading of the Shares is expected to commence on Nasdaq Tallinn Stock Exchange on or about 21 October 2021.
Availability of the Prospectus
The Prospectus in English together with its translation into Estonian language and the translation of its summary into Estonian, Latvian, Lithuanian and Russian language are available in electronic form as of the date of this announcement on the website of the Company (English version: www.enefitgreen.ee/en/ipo, translation of the prospectus into Estonian language and the Estonian language summary: www.enefitgreen.ee/ipo, Latvian language summary: www.enefitgreen.ee/lv/ipo, Lithuanian language summary: www.enefitgreen.ee/lt/ipo and Russian language summary: www.enefitgreen.ee/ru/ipo). The Prospectus together with the translation of its summary into Latvian, Lithuanian and Russian language is also available on the website of the EFSA at www.fi.ee.
Any interested party may request delivery of an electronic or paper copy of the Prospectus or the translation of its summary into Estonian, Latvian, Lithuanian and Russian language, from the Company and the Underwriters without charge.
Before making an investment decision, investors should read the Prospectus and the summary of the Prospectus and, if necessary, consult with a person specialising in advising on such investments.
**** IMPORTANT NOTICE ****
This announcement is an advertisement and is not a prospectus for the purposes of the Prospectus Regulation. Investors should not make an investment decision with respect to securities referred to in this announcement except on the basis of information contained in the Prospectus in order to fully understand the potential risks and rewards associated. The Prospectus is available on the website of the EFSA (at www.fi.ee) and of the Company (at www.enefitgreen.ee/en/ipo). The approval of the prospectus by the EFSA should not be understood as an endorsement of the securities.
This announcement shall not constitute or form part of any offer to sell or the solicitation of an offer to buy, nor shall there be any Shares in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction. Any offer to acquire the Shares will be made, and any investor should make his investment, solely on the basis of information that is contained in the Prospectus and its supplements to be published in connection with such offering. If you do not understand the contents of this announcement you should consult an authorised financial adviser.
This announcement does not constitute a recommendation concerning the Offering. The price and value of securities and any income from them can go down as well as up. Past performance is not a guide to future performance. Information in this announcement or any of the documents relating to the Offering cannot be relied upon as a guide to future performance. Before purchasing any Shares, persons viewing this announcement should ensure that they fully understand and accept the risks set out in the Prospectus.
In the European Economic Area, with respect to any Member State, other than Estonia, Latvia and Lithuania, this communication is only addressed to and is only directed at “qualified investors” in that Member State within the meaning of Article 2(e) of the Prospectus Regulation.
This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for the Shares in the United States. The Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the “US Securities Act”), and may not be offered or sold in the United States unless the securities are registered under the US Securities Act, or an exemption from the registration requirements of the US Securities Act is available. The Company has not registered, and does not intend to register, any portion of the offering in the United States, and does not intend to conduct a public offering of securities in the United States. Any Shares sold in the United States will be sold only to qualified institutional buyers (as defined in Rule 144A under the Securities Act) in reliance on Rule 144A, or another available exemption from the registration requirements of the US Securities Act.
In the United Kingdom, this communication is only addressed to and is only directed at “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 (the “UK Prospectus Regulation”) who are also (i) investment professionals, as such term is defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial Promotion Order”); or (ii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations, etc.”) of the Financial Promotion Order and other persons to whom it may lawfully be communicated; (all such persons together being referred to as “Relevant Persons”). This communication 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 to which this communication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.
The Underwriters are acting exclusively for the Company and no one else in connection with the Offering. None of the Underwriters will regard any other person (whether or not a recipient of this announcement) as a client in relation to the Offering and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients nor for the giving of advice in relation to the Offering or any transaction, matter, or arrangement referred to in this announcement.
In connection with the Offering, the Underwriters and any of their respective affiliates, acting as investors for their own accounts, may subscribe for and/or acquire Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Shares and other securities of the Company or related investments in connection with the Offering or otherwise. Accordingly, references in this announcement to the Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue, offer, subscription, acquisition, dealing or placing by, the Underwriters and any of their affiliates acting as investors for their own accounts. In addition, the Underwriters (or any of their respective affiliates) may enter into financing arrangements (including swaps) with investors in connection with which such Underwriters (or any of their respective affiliates) may from time to time acquire, hold or dispose of Shares. None of the Underwriters intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
The Underwriters and their respective affiliates may have engaged in transactions with, and provided various investment banking, financial advisory and other services to, the Company and Eesti Energia, for which they would have received customary fees. The Underwriters and any of their respective affiliates may provide such services to the Company, Eesti Energia and any of their respective affiliates in the future.
In connection with the offer or sale of the Shares, Swedbank AS (the “Stabilising Manager”) acting on behalf of the Underwriters may purchase up to 15% of the Offer Shares with a view to supporting the market price of the securities at a level higher than that which might otherwise prevail for a period of 30 days following the commencement of trading (the “Stabilisation Period”). Any stabilisation action (which may or may not occur) will be conducted by the Stabilising Manager in accordance with all applicable laws and rules and may cease at any time. The Offer Shares purchased in the course of stabilisation, if any, will be repurchased by Eesti Energia during or following the end of the Stabilisation Period.
None of the Underwriters or any of their respective subsidiary undertakings, affiliates or any of their respective directors, officers, employees, advisers, agents or any other person accepts any responsibility or liability whatsoever, or makes any representation or warranty, express or implied, for the contents of this announcement, including its truth, accuracy, completeness, verification or fairness of the information or opinions in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, the Eesti Energia and their affiliates, 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.
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. All information presented or contained in this announcement is subject to verification, correction, completion and change without notice. However, the Company does not undertake to provide the recipient of this announcement with any additional information, or to update this announcement or to correct any inaccuracies.
Certain statements contained in this announcement, including any information as to the Company’s strategy, plans or future financial or operating performance constitute “forward-looking statements”. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms “believes”, “estimates”, “anticipates”, “projects”, “expects”, “intends”, “aims”, “plans”, “predicts”, “may”, “will”, “seeks” or “should” or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. 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 intentions, beliefs or current expectations of the directors of the Company concerning, amongst other things, the Company’s results of operations, financial condition and performance, prospects, growth and strategies and the industry in which the Company operates.
By their nature, forward looking statements address matters that 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 are not guarantees of future performance and the Company’s actual results of operations and financial condition, and the development of the business sector in which the Company operates, may differ materially from those suggested by the forward looking statements contained in this announcement.
In addition, even if the Company’s results of operations and financial condition, and the development of the industry in which the Company operates, are consistent with the forward-looking statements contained in this announcement, those results or developments may not be indicative of results or developments in subsequent periods.
The forward-looking statements contained in this announcement speak only as of the date of this announcement. The Company disclaims any obligation or undertaking to release publicly any updates or revisions to any forward- looking statements contained in this announcement to reflect any change in its expectations or any change in events, conditions or circumstances on which such statements are based unless required to do so by applicable law.