| THIS CURRENT REPORT AND THE INFORMATION HEREIN, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, TRANSMISSION, DISTRIBUTION, OR FORWARDING DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, SWITZERLAND, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS CURRENT REPORT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS CURRENT REPORT. The board of directors of Photon Energy N.V. (the “Company”) announces that today, i.e. on 16 June 2021, the Company, its two main shareholders: Solar Future Coöperatief U.A. (“Solar Future Coöperatief”) and Solar Power to the People Coöperatief U.A. (“Solar Power to the People Coöperatief” together with Solar Future Coöperatief the “Selling Shareholders”) entered with Ipopema Securities S.A. (the “Manager”) into a placement agreement for the sale of the Company’s shares by way of book-building (the “Placement Agreement”), under which the Manager will initiate the book-building procedure covering: 1. a sale of up to 7,000,000 of existing treasury shares of the Company to be sold by the Company constituting 11.67% of the Company’s share capital (the “Treasury Shares”), the proceeds of which are intended to secure the required funding for the implementation of the Group’s Strategy Guidance 2021 – 2024 announced in the Company’s current report no. 25/2021; 2. a sale of up to 1,142,688 of existing treasury shares of the Company to be sold by the Company constituting 1.90% of the Company’s share capital (the “Treasury Shares related to Employees”), the proceeds of which are intended to finance buy-back of employees’ shares by the Company which have been granted to employees participating in the Employee Share Purchase Programme since before 31 May 2018; and 3. a sale of up to 1,800,000 of existing shares of the Company to be sold by each of the Selling Shareholders (in aggregate the Selling Shareholders will offer up to 3,600,000 of existing shares of the Company) constituting in total 6% of the Company’s share capital (the “Shareholders Shares” and together with the Treasury Shares and the Treasury Shares related to Employees the “Sale Shares”) (the “Offering”). Therefore, the Offering may cover up to 11,742,688 of existing shares of the Company constituting in total 19.57% of the Company’s share capital. The Offering is expected to be closed by end of next week. The buy back of shares from employees would be conducted by the Company from the proceeds from the sale of the Treasury Shares related to Employees upon the adoption of General Meeting of the Company a resolution that would authorize the Company to perform such share buy-back from the employees for the price not higher than the price to be set in the Offering. If such authorization would not be granted the proceeds from the sale of the Treasury Shares related to Employees will be used in the same manner as the proceeds from the sale of the Treasury Shares, i.e. for required funding for the implementation of the Group’s Strategy Guidance 2021 – 2024. The Company and the Selling Shareholders (the “Sellers”) reserve the possibility of amending the terms and conditions of the Offering, including its cancellation or completion, change of the deadline for the execution of the Offering or change of the number of Sale Shares, Treasury Shares, Treasury Shares related to Employees or Shareholders Shares as part thereof. The book-building process for the Sale Shares will commence immediately after the publication of this current report. The Offering will be conducted in a book building process and will be addressed only to selected persons reasonably believed to be: (i) qualified investors within the meaning of Article 2(e) (“Qualified Investors”) of the Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (the “Prospectus Regulation”) and (ii) to other investors in circumstances falling within Article 1(4)(d) of the Prospectus Regulation, outside the United State of America in accordance with Regulation S under the U.S. Securities Act of 1933, as amended. In relation to the Offering, no prospectus will be published, as the obligation to prepare, approve or publish a prospectus (Article 1(4)(a) and (d) of the Prospectus Regulation) or an information memorandum, or any other information document, specified in the provisions of the Polish Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies dated 29 July 2005 (Journal of Laws of 2019, item 623 as amended) is not applicable. The Offering Shares will be allocated in accordance with the following priority rules: (i) firstly the Treasury Shares shall be allocated to the investors; (ii) subsequently if the investors’ orders exceed the number of Treasury Shares then the Treasury Shares related to Employees shall be allocated, with the proviso that if not enough orders are placed by investors, such allocation shall be made pro rata; and (iii) lastly, if the investors’ orders exceed the number of the Treasury Shares and the Treasury Shares related to Employees, then the Shareholders Shares shall be allocated, with the proviso that if not enough orders are placed, such allocation of the Shareholders Shares shall be made pro rata and upon a mutual understanding between the Selling Shareholders. The purchase price of the Sale Shares will be determined by the Sellers primarily based on the results of the book-building process, taking into consideration all circumstances that affect the determination of the purchase price, including, as current market situation and macroeconomic environment, Pursuant to the Placement Agreement, the Manager agreed to provide services to the Company for the purpose of the placement of the Sale Shares on the terms set out in that agreement, and in particular to use their best endeavours to procure the purchase of the Sale Shares by potential investors and procure the subscriptions and payment for the shares by such investors. The Placement Agreement contains standard conditions precedent to the Manager's undertakings encountered in such agreements entered into in connection with transactions similar to the Offering, including conditions related to occurrence of a material adverse change in the Company's situation, as well as defining the conditions for its termination that are typical for this kind of agreements. The Company and the Selling Shareholders have further agreed till 31 December 2021 (included) not to issue, sell, offer or otherwise transfer or dispose of shares in the Company, without the consent of the Manager, subject to customary exemptions. IMPORTANT NOTICES: This current report was prepared in accordance with Article 17(1) of the Regulation No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (Market Abuse Regulation). This current report is solely for information purposes and is published by the Company exclusively in order to provide essential information on the Offering. This current report is by no means intended, whether directly or indirectly, to promote the offering, subscription or purchase of the Sale Shares and does not represent advertisement or promotional material prepared or published by the Company for the purpose of promoting the Sale Shares or their subscription, purchase or offering or for the purpose of encouraging an investor, whether directly or indirectly, to acquire or subscribe for the Sale Shares. The Company has not published and has no intention of publishing any materials aimed at promoting the Sale Shares or their subscription or purchase after the date of this current report. This current report and the information contained in it is not for publication, release, transmission distribution or forwarding, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Japan, Switzerland or South Africa or any other jurisdiction in which publication, release or distribution would be unlawful. This current report is for information purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy, acquire or subscribe for the shares in the capital of the Company in the United States, Australia, Canada, Japan, Switzerland or South Africa, or any other state or jurisdiction. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. All offers of the Sale Shares will be made pursuant to an exemption from the requirement to produce a prospectus under the Prospectus Regulation. This current report is being distributed to persons in the United Kingdom only in circumstances in which section 21(1) of the Financial Services and Markets Act 2000, as amended (“FSMA”) does not apply. No prospectus will be made available in connection with the matters contained in this current report and no such prospectus is required (in accordance with the Prospectus Regulation) to be published. This current report and the terms and conditions set out herein are for information purposes only and are directed only at persons who are: (a) persons in Member States of the European Economic Area who are qualified investors within the meaning of article 2(e) of the Prospectus Regulation by cross-reference to categories of persons who are, or who may elect to become, professional clients or eligible counterparties (within the meaning of the markets in financial instruments directive (2014/65/EU) (MIFiD II)) (“Qualified Investors”); and (b) in the United Kingdom, Qualified Investors (within the meaning of Article 2(e) of the Prospectus Regulation as it forms part of the domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (as amended)) who are persons who (i) have professional experience in matters relating to investments falling within the definition of “investment professionals” in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”); (ii) are persons falling within article 49(2)(a) to (d) (“high net worth companies, unincorporated associations, etc.”) of the Order; or (iii) are persons to whom it may otherwise be lawfully communicated; (all such persons together being referred to as “relevant persons”). This current report and the terms and conditions set out herein must not be acted on or relied on by persons who are not relevant persons. Persons distributing this current report must satisfy themselves that it is lawful to do so. Any investment or investment activity to which this current report and the terms and conditions set out herein relates is available only to relevant persons and will be engaged in only with relevant persons. This current report has been issued by, and is the sole responsibility of, the Company. 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 the Manager or by any of its related persons as to or in relation to, the accuracy or completeness of this current report or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed. | |
