PR Newswire/Les Echos/
9 July 2014Press release NOT FOR DISTRIBUTION IN THE UNITED STATES, AUSTRALIA, CANADAOR JAPANVOLTALIA RAISES OVER EUR100 MILLIONWITH SUCCESSFUL CAPITAL INCREASE Transfer to Euronext, Compartment B Offering price set at EUR 8.60per share Trading starts 11 July 2014 Voltalia, a producer of electricity from renewable energy sources, is pleased to announce the success of its capital increase with a priority subscription period for existing shareholders, as well as its transfer to Compartment B on the regulated market of Euronext Paris. Gross proceeds from this transaction amount to EUR100,101,076through the issue of 11,639,660 new shares priced at EUR8.60per share. This transaction brings the company's market capitalisation to nearly EUR210 million. SÉbastien Clerc, Chief Executive Officer of Voltalia, made the following comments on the occasion: "We are very pleased to announce the success of our capital increase and our transfer to Compartment B of Euronext. We'd like to express our gratitude to our shareholders-both old and new-for the trust they have shown in us. The funds raised will help us finance ongoing construction at our plants in Franceand Brazilover the next 12 months. This will expand our electricity generation capacity sevenfold by mid-2016 to 363 MW of installed capacity from 52 MW today. The initial stage of this ambitious, structurally important construction programme will be completed this year, as five new wind power plants become operational and our total production capacity reaches 162 MW. These funds will also help us finance part of our development projects. This expansion, occurring on a highly promising market in which we are already very solidly placed, will allow us to consolidate our position as a renewable energy expert listed on Euronext Paris. Finally, this transaction will strengthen Voltalia by increasing its total equity by a factor of 2.5 and doubling the volume of its public float." Overview of offering The 11,639,660 new shares issued by Voltalia, which will be immediately assimilated to existing shares, will be admitted for trading on Euronext Parison 11 July 2014under ISIN FR0011995588 and ticker symbol VLTSA. Size of offering 11,639,660 shares have been subscribed and allocated as follows: * 10,617,947 shares under the priority period for the existing shareholders of Voltalia (representing approximately EUR91.3 millionand accounting for 91.2% of total shares allocated), of which: - 10,500,000 shares were subscribed by Voltalia Investissement, Voltalia's principal shareholder, itself controlled by Creadev (representing approximately EUR90 millionand accounting for 90.2% of total shares allocated); * 800,677 shares allocated to institutional investors (representing approximately EUR6.9 millionand accounting for 6.9% of total shares allocated); and * 221,036 shares auctioned off to retail investors (representing approximately EUR1.9 millionand accounting for 1.9% of total shares allocated). The extension option was not exercised by the Company. Furthermore, no shares were offered under the greenshoe option. Consequently, there will be no post-IPO operation to stabilise pricing. Notwithstanding, the Company has entered into a liquidity agreement with Invest Securities, effective as soon as the Company's shares are admitted on the regulated market of Euronext Paris. Allocation The allocation rules applicable to V orders, as well as A1 and A2 orders, which are respectively issued under the priority period or auctioned off to retail investors, are as follows: Order type % allocated V orders(1) 100% A1 orders: between 10 and 200 shares (inclusive) 100% A2 orders: more than 200 shares 100% (1) Orders issued under the priority period are fully allotted, the subscription rights being irrevocable. Offering timetable The first listing of Voltalia's shares on the regulated market of Euronext Paris(Compartment B) will take place on 7 July 2014. The Voltalia Shareholders' Combined General Meeting of 13 June 2014approved the consolidation of the company's shares, under which 10 old shares ("Non-consolidated Shares") with a par value of EUR0.57will be replaced by one new share ("Consolidated Shares") with a unitary par value of EUR5.70. This consolidation is effective as of 7 July 2014. The settlement and delivery of these new shares is scheduled for 10 July 2014. Voltalia's shares will begin trading on the regulated market of Euronext Parison 11 July 2014on a listing line titled: - "VOLTALIA" for Consolidated Shares; and - "VOLTALIA NR" for Non-consolidated Shares. Voltalia's share capital after the offering Subsequent to the capital increase referred to above, Voltalia's share capital will increase to 139,106,658.90, which will consist of 24,404,677 shares with a par value of EUR5.70, distributed as follows: % of share No. of % of Shareholder No. of shares capital voting rights voting rights Voltalia Investissement 22,337,988 91.53% 23,376,607 91.68% Public float 2,066,689 8.47% 2,121,970 8.32% Total 24,404,677 100% 25,498,577 100% Underwriting financial institutions Joint Lead Arrangers and Joint Bookrunners Availability of Prospectus - Copies of the prospectus (approved by the AutoritÉ des MarchÉs Financiers (AMF) on 23 June 2014under No. 14-315) are available free of charge on request from Voltalia's head office and on the websites of Voltalia (www.voltalia.com) and the AMF (www.amf- france.org). Risk factors - Voltalia wishes to draw the public's attention to Chapter 4 ("Risk Factors") of the first section of its prospectus and Chapter 2 ("Risk Factors Related to Stock Offerings") of the second section of its prospectus. About Voltalia (www.voltalia.com) * A producer of electricity from renewable energy sources, Voltalia uses a range of energy sources including wind, solar, hydraulic and biomass.(2) * Voltalia is present in mainland France, Brazil, Greeceand French Guyana. * Voltalia is listed on the regulated market of Euronext Parissince July 2014(FR0011995588 - VLTSA). Press Contact - KablÉ Communication Finance Investor relations - Actifin Anna Casal Alexandre Commerot Tel.: +33 1 44 50 54 76 Tel.: +33 1 56 88 11 11 Email: firstname.lastname@example.org Email: email@example.com Company name: Voltalia ISIN: FR0011995588 Ticker symbol: VLTSA Compartment: B Industry: Alternative Electricity ICB Classification: ICB 7537 Number of shares comprising share capital: 24,404,677 Disclaimer No communication or other information related to this transaction or to Voltalia group may be transmitted to the public in a country in which any approval or registration is required. No steps to such end have been taken or will be taken by the company in any country (including France) in which such steps would be required. This press release does not constitute an offer or a solicitation to sell or subscribe requiring a prospectus within the meaning of Directive 2003/71/EC of the European Parliament and Councildated 4 November 2003, as amended, in particular by Directive 2010/73/EU in the case where such directive was implemented into law in the member states of the European Economic Area (together, the "Prospectus Directive"). With respect to the member states of the European Economic Area other than France(the "Member States") having implemented the Prospectus Directive into law, no action has been or will be taken in order to permit a public offer of the securities which would require the publication of a prospectus in one of such member states. In Member States other than France, this press release and any offer if made subsequently are directed exclusively at persons who are "qualified investors" and acting for their own account within the meaning of the Prospectus Directive and any relevant implementing measures in the relevant member state. This press release must not be published, released or distributed, directly or indirectly, in United States of America, Australia, Canadaor Japan. This press release and the information contained herein do not constitute an offer to sell or subscribe, nor the solicitation of an order to purchase or subscribe, securities in such countries. This press release does not constitute or form part of an offer of securities or a solicitation for purchase, subscription or sale of securities in the United States. Securities may not be offered, subscribed or sold in the United Stateswithout registration under the Securities Act and other state securities law, or pursuant to an exemption from registration. Voltalia group shares have not been and will not be registered under the Securities Act and Voltalia group does not intend to undertake a public offering of its securities in the United States. This press release is neither an invitation nor an inducement to engage in investment activity for the purpose of Section 21 of the Financial Services and Markets Act 2000, as amended ("FSMA"). This press release is directed only at (i) persons outside the United Kingdom, (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), (iii) persons referred to in Article 49(2) (a) to (d) of the Order (high net worth entities, non-registered associations, etc.) and (iv) other persons to whom this document may be lawfully communicated (all persons listed in (i), (ii), (iii) and (iv) above being referred to as "Relevant Persons"). The securities of Voltalia described herein are available only to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, Relevant Persons. Any person who is not a Relevant Person must not act or rely on this document or any of its contents. This document contains certain forward-looking statements relating to Voltalia's prospects and growth strategy. This information is not historical data and should not be interpreted as guarantees of the future occurrence of such facts and data. These statements are based on data, assumptions and estimates that Voltalia believes are reasonable. The Company operates in a competitive and rapidly changing environment. It is therefore not in a position to predict all of the risks, uncertainties or other factors that may affect its business, their potential impact on its business, or the extent to which the occurrence of a risk or a combination of risks could have results that are significantly different from those included in any forward- looking statement. The forward-looking statements contained in this press release are made only as of the date hereof. Except as required by any applicable law, rules or regulations, Voltalia expressly disclaims any obligation or undertaking to publicly release any updates of any forward-looking statements contained in this press release to reflect any change in its expectations or any change in events, conditions or circumstances on which any forward-looking statement contained in this press release is based. In case of exercise of the overallotment option in connection with this offering, Invest Securities, acting as a stabilizing manager (or any institution acting on its behalf) (the "Stabilizing Manager") acting on behalf of the joint lead managers and joint bookrunners, may, during a period of 30 days following the date on which the offering price is determined, i.e., according to the indicative calendar, from 11 July 2014up to and including 6 August 2014, effect transactions with a view to maintaining the market price of Voltalia's shares in a manner consistent with applicable laws and regulations and, in particular, EU Commission Regulation No. 2273/03 of 22 December 2003. However, there is no assurance that the Stabilizing Manager will take any stabilizing action and if begun, such stabilizing action may be ended at any time. Any stabilizing action may affect the price of Voltalia's shares and could result in market prices for the shares higher than those which might otherwise prevail. The release, publication or distribution of this press release in certain jurisdictions may be restricted by laws or regulations. Persons in such jurisdictions into which this press release is released, published or distributed must inform themselves about and comply with such laws or regulations. The content and accuracy of news releases published on this site and/or distributed by PR Newswire or its partners are the sole responsibility of the originating company or organisation. Whilst every effort is made to ensure the accuracy of our services, such releases are not actively monitored or reviewed by PR Newswire or its partners and under no circumstances shall PR Newswire or its partners be liable for any loss or damage resulting from the use of such information. All information should be checked prior to publication.