- Target volume of € 50 million and a term of five years
- Exchange offer to holders of the 2018/2023 bond and public offer
- Coupon range for pricing from 4.500 to 5.250%
- Improving the financing structure and financing further growth
Cuxhaven, May 20, 2022 – PNE AG, a leading international developer and operator of renewable energy power plants with a listing in the Prime Standard of the German Stock Exchange, plans to place a corporate bond with a target volume of euro 50 million (with an option to increase). The corporate bond, which will be issued in bonds with a nominal value of euro 1,000.00 each, has a term from June 23, 2022 to June 23, 2027. The coupon range is set at 4.500% to 5.250%, with the exact coupon range being determined during the offer period. IKB Deutsche Industriebank AG is acting as the sole lead manager for this transaction.
The main objective of this measure is the early refinancing of the 2018/2023 bonds due on May 2, 2023. In addition, the proceeds serve to finance the organic and inorganic growth of PNE AG.
"In recent years, we have very successfully developed PNE into a clean energy solutions provider. We are also in the process of building up a wind farm portfolio with approx. 500 MW in our own operations by 2023, thus further stabilising our earnings and cash flows. We want to continue on this successful course," said Markus Lesser, Chairman of the Board of Management of PNE AG. "With our work, we are making an important contribution to the global expansion of renewable energies and to shaping a sustainable future. In view of the Ukraine war, the importance of clean energy solutions will increase even further. After all, energy independence and energy security are only feasible with clean electricity. With our sustainable business model, we are ideally positioned," Lesser continued.
PNE AG closed the 2021 financial year with a total output of euro 252.0 million and earnings before interest, taxes, depreciation and amortisation (EBITDA) of euro 32.7 million, which was slightly above the upper end of the forecast. The Group's equity increased to euro 221.8 million and the equity ratio was approx. 27 percent. In the first quarter of 2022, PNE achieved the best Q1 EBITDA result in the Company's history with euro 15.8 million and was able to further increase both equity and liquidity compared to December 31, 2021. Cash and cash equivalents totalled euro 168.1 million as at March 31, 2022.
The offer consists of four parts. Under a public exchange offer, the holders of the 2018/2023 bonds (ISIN: DE000A2LQ3M9) may exchange their bonds for the new bonds offered. Creditors who exercise their conversion rights will receive an attractive one-time payment of euro 13.50 per bond in addition to accrued interest. Moreover, the participants in the exchange offer have a multiple-purchase option and may subscribe for further bonds in excess of their holdings. For both the exchange offer and the multiple-purchase option, the period starts on May 23, 2022 and is expected to end on June 13, 2022 (10 a.m. CEST).
In addition, the public offer will be made with a subscription period from June 7, 2022 until presumably June 15, 2022 (2 p.m. CEST). Both the exchange offer and the public offer may be terminated prematurely at any time in accordance with demand.
Institutional investors can subscribe directly via IKB Deutsche Industriebank AG as part of a private placement. Private investors in Germany and Luxembourg can place purchase orders via their house bank or custodian bank at the Frankfurt Stock Exchange. The inclusion of the bonds in the open market of the Frankfurt Stock Exchange is planned for June 23, 2022.
The prospectus was approved by the Luxembourg Financial Market Supervisory Authority "Commission de Surveillance du Secteur Financier" (CSSF) on May 20, 2022 and notified to the Federal Financial Supervisory Authority (BaFin). The prospectus is available for downloading on the website of PNE AG (https://ir.pne-ag.com/anleihen) of the Frankfurt stock exchange (www.boerse-frankfurt.de) and the Luxemburg stock exchange (www.bourse.lu).
2022/2027 bond key data
|Target volume:||euro 50,000,000 (with option to increase)|
|ISIN / WKN:||DE000A30VJW3 / A30VJW|
|Coupon:||coupon within coupon range 4.500% to 5.250%, determination of coupon during offer period|
|Period for exchange offer:||May 23 to June 13, 2022 (10 a.m. CEST) subject to early closing|
|Period for multiple-purchase option:||May 23 to June 13, 2022 (10 a.m. CEST) subject to early closing|
|Subscription period:||June 7 to June 15, 2022 (2 p.m. CEST) subject to early closing|
|Value date:||June 23, 2022|
|Repayment:||at 100% of the nominal amount|
|Status:||direct, unsecured and unsubordinated|
|Early repayment:||issuer's call right after year 3 at 101% and after year 4 at 100.5% of the nominal amount, tax call, clean-up call|
|Covenants:||change of control, third-party default, negative pledge for capital market liabilities, compliance with minimum equity ratio (adjusted for hidden reserves): <20% (coupon step-up by 0.50% points); for details, please see the bond terms|
|Stock exchange segment:||open market of the Frankfurt Stock Exchange (Quotation Board)|
|Sole Lead Manager:||IKB Deutsche Industriebank AG|
Disclaimer: This media information does not constitute an offer of securities. Information on the new corporate bond 2022/2027 and the exchange offer is contained in the securities prospectus approved by the Commission de Surveillance du Secteur Financier ("CSSF"), which has been published on the website of PNE AG (https://ir.pne-ag.com/anleihen), the Frankfurt Stock Exchange (www.boerse-frankfurt.de) and the Luxembourg Stock Exchange (www.bourse.lu) after its approval. An investment decision regarding the corporate bond 2022/2027 and the exchange offer may only be made on the basis of the approved securities prospectus. The approval of the securities prospectus by the CSSF does not constitute an endorsement of the issuer and the quality of the corporate bond.