EDPR announces plans for a non-preemptive capital increase of c.€1.5BN | edp.com

To facilitate the capital increase, Citi and Morgan Stanley are mandated to carry out an accelerated bookbuilding of EDPR shares

Lisbon, March 2nd, 2021:EDP – Energias de Portugal S.A. (“EDP”) and EDP Renováveis S.A. (“EDPR”) disclosed its Strategic update 2021-25 to the market in the Capital Markets Day held on February 25th 2021, in which EDP presented a capex plan of c.€24bn in energy transition and EDPR a capex plan of c.€19bn to deploy c.20 GW of renewables additions until 2025.

To partially finance EDPR’s capex plan, EDPR plans to pursue a capital increase raising c.€1.5bn (the “Capital Increase”).

In order to facilitate a swift and efficient implementation of the Capital Increase in the benefit of EDPR and of all of its shareholders, Citigroup Global Markets Europe AG (“Citi”) and Morgan Stanley Europe SE (“Morgan Stanley”) (together, the “Banks”) have been mandated by EDPR to launch an offering of EDPR shares via an accelerated bookbuild (the “ABB”) targeting gross proceeds of c.€1.5bn.

The ABB shares will be offered for purchase exclusively by qualified and institutional investors.

The ABB will commence immediately after this notification. Following the completion of the ABB, EDPR will determine and announce the issue price and the final gross proceeds.

The ABB and subsequent planned Capital Increase (the “Transaction”) will be structured as follows:

• To facilitate the pricing and settlement of the ABB, EDP will lend EDPR shares to the Banks and the Banks will place such shares with qualified and institutional investors.
• Immediately following completion of the ABB, and subject to approval by EDPR’s Board of Directors, EDPR will propose a Capital Increase equal to the gross proceeds of the ABB, to be fully subscribed by the Banks; authorization would be sought through a proposed resolution in the General Shareholders Meeting of EDPR to be held on or around April 12th 2021.
• Subject to the above resolution being duly approved by shareholders in EDPR’s General Shareholders Meeting, the Banks would fully subscribe the Capital Increase at EDPR and return such shares to EDP.
• In case EDPR proposes the Capital Increase, EDP shall irrevocably commit to vote in favor of the Capital Increase at the General Shareholders Meeting of EDPR.
• In the event that the Capital Increase is not executed, the share lending arrangement between EDP and the Banks would be settled with the proceeds of the ABB.

Following the announcement of the issue price and final gross proceeds of the ABB, investors are expected to be in receipt of EDPR allocated shares on or around March 5th, 2021. The investors will be entitled to all economic and voting rights inherent to the shares from that date onwards.

Both EDP and EDPR will be subject to a lock-up of 180 days from delivery of the new shares under the Capital Increase, subject to market standard exemptions.

Citi and Morgan Stanley are acting as Joint Global Coordinators in relation to the Transaction. N.M. Rothschild & Sons Limited (“Rothschild & Co”) is acting as Financial Adviser in relation to the Transaction.

EDP - Energias de Portugal, S.A.

This announcement and the information contained herein are for information purposes only and do not constitute or form part of any offer or solicitation to purchase or subscribe for securities in any jurisdiction and in particular the United States, Canada, Australia, Japan or in any other jurisdiction in which such an offer or solicitation is unlawful or would require preparation of any prospectus or other offer documentation or would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.

There will be no public offering of shares representative of the share capital of EDP Renováveis, S.A  (“EDPR” and “Shares”) in the United States, any member state of the EEA, the United Kingdom or elsewhere, either in the accelerated bookbuild offering or in the capital increase of EDPR which will be submitted to the approval of the shareholders of EDPR on or around April 12th, 2021 (“ABB” and “Potential Capital Increase”, respectively). Members of the public are not eligible to take part in the ABB or subscribe for new Shares in the Potential Capital Increase.

This announcement and any offer of securities to which it relates are only directed at persons who are “qualified investors” within the meaning of article 2(e) of the Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the “Prospectus Regulation”, which term includes all amendments thereto, including Regulation (EU) 2019/2115 of the European Parliament and of the Council of 27 November 2019) (“Qualified Investors”). Additionally, if such a person is in the United Kingdom, it must be a Qualified Investor who is also: (i) a person who has professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, (ii) a high net worth entities falling within Article 49(2)(a) to (d) of the Order, or (iii) a person to whom such communication may otherwise lawfully be communicated (together, all such persons being “Relevant Persons”). In Member States of the EEA and in the United Kingdom, this information must not be acted on or relied on by persons who are not Qualified Investors (or Relevant Persons, if in the United Kingdom). Any investment or investment activity to which this information relates is only available to Qualified Investors (or Relevant Persons, if in the United Kingdom) and will be engaged in only with Qualified Investors (or Relevant Persons, if in the United Kingdom).

The Shares and new Shares resulting from the Potential Capital Increase have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (“Securities Act”) and, absent registration, may not be offered or sold in the United States expect pursuant to an exemption from or in a transaction not subject to, the registration requirements of the Securities Act.

The distribution of this announcement and the offer or sale of Shares in certain jurisdictions may be restricted by law. No action has been taken by EDP – Energias de Portugal S.A. (“EDP”), EDPR or Citigroup Global Markets Europe AG (“Citi”) and Morgan Stanley Europe SE (“Morgan Stanley”), or any of their respective affiliates that would, or which is intended to, permit a public offer of the Shares in the ABB and new Shares resulting from the Capital Increase in any jurisdiction or possession or distribution of this announcement or any other offering or publicity material relating to the Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by EDP, EDPR, Citi e Morgan Stanley to inform themselves about and to observe any such restrictions.

Each of Citi and Morgan Stanley is acting exclusively for EDP, EDPR and no one else in connection with the ABB, and will not regard any other person (whether or not a recipient of this announcement) as their respective clients in relation to the ABB and will not be responsible to anyone other than EDP and EDPR for providing the protections afforded to its respective clients or for providing advice in relation to the ABB referred to in this announcement or any other transaction, arrangement or matter referred to in this announcement.

N.M. Rothschild & Sons Limited (“Rothschild & Co”) is acting exclusively for EDP and no one else in connection with the ABB, and will not regard any other person (whether or not a recipient of this announcement) as its client in relation to the ABB and will not be responsible to anyone other than EDP for providing the protections afforded to its clients or for providing advice in relation to the ABB referred to in this announcement or any other transaction, arrangement or matter referred to in this announcement.

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Citi, Morgan Stanley or Rothschild & Co or their respective affiliates or agents as to, or in relation to, the accuracy or completeness of this announcement or any other information made available to or publicly available to any interested party or its advisers, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available, and any liability therefore is expressly disclaimed.

No prospectus or offering document has been or will be prepared in connection with the ABB or Potential Capital Increase. Any investment decision must be made solely on the basis of publicly available information which has not been independently verified by EDP, EDPR, Citi, Morgan Stanley or Rothschild & Co, or any of their respective affiliate or agents. Neither the contents of the website of EDPR nor any website accessible by hyperlinks on EDPR’s website is incorporated in, or forms part of, this announcement.

The price of the Shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the Shares. Past performance is no guide to future performance and persons who require advice should consult in independent financial advisor.