Insider Information Pursuant to Article 17 MAR (Ad hoc announcement)
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Photon Energy Considers Additional Bond Issuance
- 7.75% corporate bond 2017/2022 is planned to be offered in a private placement to qualified investors in Germany and other countries
- Bond issuance proceeds would be used to increase the company's proprietary portfolio of PV power plants in Hungary
Amsterdam - 22 July 2019 - Photon Energy N.V. (WSE: PEN, ISIN NL0010391108, the 'Group') announces that the Group's management board is considering the increase of the total amount of its 7.75% corporate bond 2017/2022 (ISIN DE000A19MFH4) issuance in a private placement offered to qualified investors in the Federal Republic of Germany and other countries except for the United States of America, Canada, Australia and Japan.
As a result of this potential bond increase, the company could, in the short term, take advantage of lucrative opportunities to significantly increase its own portfolio of PV power plants with a particular regional focus on the solar hot spot, Hungary.
Bankhaus Scheich Wertpapierspezialist AG, Frankfurt am Main, as the Sole Global Coordinator, has been mandated with organising a roadshow and supporting the potential increase of the Group's 7.75% corporate bond 2017/2022.
ABOUT PHOTON ENERGY
Photon Energy N.V. is a global solar energy solutions and services company covering the entire lifecycle of solar energy systems. Its subsidiary Photon Water Technology (PWT), focuses on developing and providing water purification, remediation and treatment systems for worldwide deployment. Since its foundation in 2008, Photon Energy has built and commissioned over 60 MWp of solar power plants across two continents and supplied the technology for many more. Current project development includes a project pipeline of 1.4 GWp in Australia (in partnership with Canadian Solar) and 33.0 MWp in Hungary, with a target of 50 MWp by 2020. The O&M division provides operations and maintenance services for over 250 MWp worldwide. The company also manages its proprietary portfolio of 39.2 MWp in four countries on two continents. Photon Energy is headquartered in Amsterdam and has offices in Australia, Czech Republic, Germany, Hungary, Romania, Slovakia and Switzerland. For more information, please visit www.photonenergy.com.
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This announcement is for informational purposes only and does not constitute an offer to buy, sell, exchange or transfer any securities, or the solicitation of an offer to buy any securities of Photon Energy N.V. in the United States of America or any other jurisdiction. There will be no public offering of securities of Photon Energy N.V.. The securities of Photon Energy N.V. referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold in the United States absent registration under the Securities Act. Neither Photon Energy N.V. nor any other party to the transaction described herein intends to register the securities described herein under the Securities Act or with any securities regulatory authority of any state or other jurisdiction in the United States of America in connection with this announcement. The securities may not be offered in any jurisdiction in any circumstances which require the preparation or registration of a prospectus or offer document relating to the securities in that jurisdiction.
In the United Kingdom, such information may be distributed only and is directed only at (i) professional investors within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) high net worth companies falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to herein as "Relevant Persons"). The securities are available only to Relevant Persons and any invitation, offer or agreement to subscribe for, purchase or otherwise acquire such securities will be engaged in only with Relevant Persons. Any person who is not a Relevant Person should not act or rely on this announcement or its contents.
Subject to certain exceptions under the Securities Act, the securities referred to in this announcement may not be offered or sold in Australia, Canada or Japan, or to or for the account of persons resident in Australia, Canada or Japan.
Neither Photon Energy N.V. nor any of its affiliates has taken any action that would permit a public offering of the securities or the possession or distribution of this announcement or any other offer or solicitation in connection with the securities in any jurisdiction where such action is required. In Member States of the European Economic Area ("EEA"), this announcement and any subsequent offer is directed only at persons who are "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129 ("Qualified Investors"). Any person in the Relevant Member States who acquires or is offered securities (an "Investor") in connection with an Offer is deemed to have represented and agreed to be a Qualified Investor. Each investor is further assumed to have represented and agreed that the securities it has acquired under the Offer will not be acquired for persons in the EEA other than Qualified Investors or persons in the United Kingdom or other Member States (having similar laws) for whom the investor has the discretion to make decisions and that the securities have not been acquired for offering or resale in the EEA if this would result in Photon Energy N.V. or any of its affiliates being required to publish a prospectus pursuant to Article 3 of Regulation (EU) 2017/1129.
This announcement contains forward-looking statements that are subject to certain risks and uncertainties. Future results could differ materially from those described in these forward-looking statements due to various factors, including changes in business, economic and competitive conditions, foreign exchange rate fluctuations, uncertainties in litigation or investigative proceedings and the availability of financing. Photon Energy N.V. assumes no responsibility to update any forward-looking statements contained in this release.
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