Photon Energy NV Resolves EUR Bond Exchange Offer 2017/2022 and Mines 6.50% Green Bonds 2021/2027 up to EUR 25m

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Issuer: Photon Energy NV / Keyword(s): Debt issuance

Photon Energy NV Resolves EUR Bond Exchange Offer 2017/2022 and Mines 6.50% Green Bonds 2021/2027 up to EUR 25m

01.09.2022 / 19:14 CET/EST
The issuer is solely responsible for the content of this announcement.

Inside information within the meaning of article 17 MAR (advertising)

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Photon Energy NV Resolves EUR Bond Exchange Offer 2017/2022 and Mines 6.50% Green Bonds 2021/2027 up to EUR 25m

amsterdam – 1 September 2022 – Photon Energy NV’s Board of Directors has decided to exploit its 2021/2027 Green Bonds through an exchange and a public offering followed by a private placement for an aggregate principal amount of up to €25 million.

The 2021/2027 Green Bonds (ISIN DE000A3KWKY4) which bear interest at a rate of 6.50% per annum with quarterly interest payments will be mined in a volume of up to €25 million. The corporate bonds will be offered to holders of existing 2017/2022 corporate bonds as an exchange offer at a premium of 1.5% plus the difference in accrued net interest on each bond exchanged. The public exchange offer will begin on September 7, 2022 and will last until October 7, 2022. The public offer, which will take place in the Federal Republic of Germany, the Republic of Austria and the Grand Duchy of Luxembourg, will begin on September 7, 2022 and will run until October 11, 2022. Thereafter, the bonds will also be offered to a limited number of qualified investors through a private placement in these and other European countries. The bonds will be offered at par.

The securities prospectus has been published on the Company’s website, www.photonenergy.com/greenbond2022, after its approval by the Financial Sector Supervisory Commission (CSSF) in Luxembourg, which was issued on September 1, 2022.

The rolling issuance of the 2021/2027 Green Bonds will be included in trading on the trading segment of the Quotation Board of the Open Market (Freiverkehr) on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) as of October 14, 2022.

Bankhaus Scheich Wertpapierspezialist AG, Frankfurt am Main, has been appointed sole global coordinator and bookrunner for the private placement of the tap issue.

All information relating to the offer process as well as the documents necessary for the subscription of the bonds are available on the Company’s website under the link www.photonenergy.com/greenbond2022.

About Photon Energy Group – photonenergy.com

Photon Energy Group provides solar energy and potable water solutions worldwide. Its solar energy services are provided by Photon Energy. Since its inception in 2008, Photon Energy has built and commissioned solar power plants with a combined capacity of over 120 MWp and has power plants with a combined capacity of 91.9 MWp in its proprietary portfolio. It is currently developing projects with a combined capacity of approximately 825 MWp in Australia, Hungary, Poland and Romania and providing operation and maintenance services for more than 320 MWp worldwide. The group’s second major business, Photon Water, provides clean water solutions including treatment and remediation services, as well as the development and management of wells and other water resources. Photon Energy NV, the holding company of Photon Energy Group, is listed on the Warsaw, Prague and Frankfurt stock exchanges. The company is based in Amsterdam, with offices across Europe and in Australia.

Media Contact

Martin Kysly
Marketing and Corporate Communications Manager
Such. +420 774 810 670
Email: [email protected]

Investor Relations

Emeline Parry
Investor Relations & Sustainable Development Manager
Such. +420 702 206 574
Email: [email protected]

Disclaimer

This publication is an advertisement.

This communication does not constitute an offer to sell or a solicitation to buy securities. The public offer (in Germany, Austria and Luxembourg) will be made solely by means of and on the basis of a securities prospectus which must be published. An investment decision regarding publicly offered securities of Photon Energy NV should only be made on the basis of the securities prospectus. The securities prospectus will be published without delay after approval by CSS and will be available free of charge at www.photonenergy.com.

This announcement is for informational purposes only and does not constitute an offer to buy, sell, exchange or transfer securities, or the solicitation of an offer to buy securities of Photon Energy NV in the United States of America. America or any other jurisdiction. There will be no public offering of securities of Photon Energy NV The securities of Photon Energy NV referred to herein have not been and will not be registered under the US Securities Act of 1933, as as amended (the “Securities Act”) and may not be offered or sold in the United States without registration under the Securities Act. Neither Photon Energy NV nor any other party to the transaction described herein intends to register the securities described herein under the Securities Act or with any state securities regulatory authority. or other jurisdiction of the United States of America in connection with this announcement.

In the UK, this information may not be distributed and is intended only for (i) professional investors within the meaning of section 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 section 49(2)(a) to (d) of the Order (all such persons being together hereinafter referred to as the “Persons Concerned”). The securities are only available to Relevant Persons and any invitation, offer or agreement to subscribe, purchase or acquire such securities will only be entered into 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 mentioned in this press release may not be offered or sold in Australia, Canada or Japan, or to or on behalf of persons resident in Australia, Canada or Japan. .

Neither Photon Energy NV nor any of its affiliates has taken any action which would permit a public offering of the securities or the possession or distribution of this announcement or any other offer or solicitation with respect to the securities in any jurisdiction where such action is required. Accordingly, in member states of the European Economic Area (“EEA”) other than the Federal Republic of Germany, the Republic of Austria and the Grand Duchy of Luxembourg, this announcement is directed only to persons who are “qualified investors” within the meaning of Article 2(e) 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 a variety of factors, including changes in business, economic and competitive conditions, fluctuations in exchange rates, uncertainties in litigation or investigation procedures and the availability of funding. Photon Energy NV assumes no responsibility for updating the forward-looking statements contained in this press release.

Information for distributors

In accordance with EU product governance requirements, the corporate bonds went through a product approval process, whereby each distributor determined that these bonds are: (i) compatible with a market final target of retail investors and investors who meet the criteria of eligible clients and counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels authorized by MiFID II. Any distributor subsequently offering the Corporate Bonds is responsible for undertaking its own assessment of the target market with respect to the Corporate Bonds and determining the appropriate distribution channels.

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