The initial public offering of Enefit Green shares begins
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.
On Tuesday, October 5, 2021 Eesti Energia's renewable energy subsidiary Enefit Green published an initial public offering, listing and admission to trading prospectus and announced the offering of shares that will last until October 14, 2021. Trading in Enefit Green’s shares is expected to begin on the Baltic Main List of Nasdaq Tallinn on or about 21 October 2021.
The base size of the offering (the “IPO”) is up to EUR 115 million, consisting of an issue of new shares in the amount of up to EUR 100 million by Enefit Green and sale of secondary shares in the amount of up to EUR 15 million by Eesti Energia. In the base scenario, up to 17,3% of all the shares in Enefit Green are offered. The number of the secondary shares to be sold in the offering may be upsized by up to EUR 60 million. In such case, the total deal size may equal to up to EUR 175 million, corresponding to up to 26,4% of all the shares in Enefit Green. The shares are being offered publicly only in Estonia, Latvia and Lithuania.
With the IPO, Enefit Green targets to raise approx. 100 million euros for the purposes of financing its development projects and potential new projects. In particular, Enefit Green plans to use the net proceeds of the IPO for the purposes of developing the wind and solar parks in its near-term pipeline of up to 600 MW.
The offer period for Enefit Green shares starts on October 5, 2021 at 10:00 am Tallinn time and ends on October 14, 2021 at 2:00 pm Tallinn time. The results of the offering and the distribution of shares are planned to be announced on or about October 15, 2021, and the first day of trading in the shares on Nasdaq Tallinn Stock Exchange is expected to begin on or about October 21, 2021.
Estonian retail investors wishing to subscribe for Enefit Green shares should contact Swedbank AS or AS LHV Pank or another account operator who manages their securities account in the Estonian Register of Securities and submit a subscription application in accordance with the prospectus during the offer period. Latvian or Lithuanian retail investors wishing to subscribe for Enefit Green shares should contact the financial institution that is a member of Nasdaq Tallinn and that manages their securities account and submit a subscription application during the offer period in a form accepted by the financial institution and in accordance with the prospectus.
The price range of the offer is from 2.45 euros to 3.15 euros. Subscription orders submitted in the retail offering must be submitted at a price corresponding to the highest level of the price range, i.e., EUR 3.15 per share. The final offer price will be determined through a book-building process and will be the same for investors in both retail and institutional offerings.
Chairman of the Board of Enefit Green Aavo Kärmas:
"With the support of the money raised during the share offer, we plan to implement the company's growth strategy and increase our renewable energy production capacity 2.3 times to 1,100 megawatts by 2025 compared to today. In order to achieve this goal, Enefit Green expects to need up to 600 million euros in investments in 2021-2023, for which we will use the money raised during the share issue as well as other financing opportunities, such as bank loans. The main goal of investments in new wind and solar parks is to increase the production of renewable electricity and the company's revenues. The share of Enefit Green, as the largest wind energy producer in the Baltic States and one of the leading renewable energy companies in the entire Baltic Sea region with a diversified production portfolio, has primarily growth potential, but dividends are also planned.”
Head of the Baltic and Finnish Investment Banking of Swedbank Mihkel Torim:
"Considering Enefit Green's profile and the volume of the IPO, we expect great interest in the offer. Investors have the opportunity to become owners in one of the strongest renewable energy companies in the region at a time when demand for renewable energy is growing rapidly worldwide. By investing in new wind and solar parks, Enefit Green intends to increase renewable electricity production and the company's revenues. Participating in the share offer of a renewable energy company is also an opportunity for everyone to contribute to more environmentally friendly energy production and thus help to curb climate change.”
The offer is organised by Citigroup Global Markets Europe AG, Nordea Bank Abp and Swedbank AS. The main organiser of the retail offering is Swedbank AS and the sales agent is AS LHV Bank. Enefit Green's legal advisors are Cleary Gottlieb Steen Hamilton and Ellex Raidla, the banks' legal advisers are Shearman & Sterling and Sorainen, and the communication advisor for the project is Agenda PR. Each of the Enefit Green and Eesti Energia have entered into standard 180-day lock-up arrangements subject to customary carve-outs and waivers by the banks.
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 summaries is also available on the website of the EFSA at www.fi.ee.
Enefit Green is a renewable energy company belonging to the Eesti Energia group and owns a total of 22 wind farms in four markets – Estonia, Latvia, Lithuania, and Poland – as well as 38 solar power plants, 4 CHP plants, a pellet plant and a hydroelectric power plant. The company produced a total of 1.35 terawatt-hours (TWh) of electricity in 2020. Enefit Green's revenue in 2020 amounted to EUR 162.7 million and its EBITDA was EUR 110.2 million.
This press release must not be forwarded to any person.
This notice is an advertisement and is a prospectus not within the meaning of the Regulation (EU) 2017/1129. Before making an investment decision on the securities referred to in this notice, investors should read the prospectus in order to fully understand the risks and rewards of investing and, if necessary, consult an expert. The issuer's shares are publicly offered only in Estonia, Latvia and Lithuania. The prospectus is available on the Issuer's and FI's websites www.enefitgreen.ee/ipo and www.fi.ee respectively. Approval of the prospectus by FI shall not be considered as approval of securities.
This communication and the information contained in it are not intended for distribution in or to the United States of America (including its territories and jurisdictions, the United States, and the District of Columbia) ("United States"). This announcement does not constitute an offer or its part or an invitation to purchase or subscribe for securities in the United States. The Issuer's securities are not registered and will not be registered under the US Securities Act of 1933, as amended (in English: U.S. Securities Act of 1933, hereinafter referred to as the "Securities Act"), and may not be offered or sold in the United States unless the securities are registered under the Securities Act or, if it is possible to apply the exemption from the registration requirements of the Securities Act. The Issuer has not registered and does not intend to register any part of the offer in the United States and does not intend to conduct a public offering of securities in the United States. If Shares are sold in the United States, they will only be sold to qualified institutional buyers (as defined in Rule 144A) pursuant to Rule 144A of the Securities Act.