PHOTON ENERGY N.V.: Photon Energy N.V. resolves Exchange Offer of the EUR Bonds 2017/22 and taps the 6.50% Green Bonds 2021/27 by up to EUR 25 million – corrected with disclaimers

The management board of Photon Energy N.V. has resolved to tap its 2021/2027 Green Bonds by an exchange and public offer with subsequent private placement in the aggregate principal amount of up to EUR 25 million.

The Green Bonds 2021/2027 (ISIN DE000A3KWKY4) that bear interest at a rate of 6.50% p.a. with quarterly interest payments will be tapped in the volume of up to EUR 25 million. The corporate bonds will be offered to bondholders of the existing 2017/2022 corporate bonds in form of an exchange offer with a 1.5% premium plus the difference in net accrued interest on each exchanged bond. The exchange offer will start on 7 September 2022 and last through 7 October 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 start on 7 September 2022 and last through 11 October 2022. Subsequently, the bonds will also be offered to a limited number of qualified investors by way of a private placement in those and further European countries. The bonds will be offered at par. The securities prospectus has been published on the Company’s website, www.photonenergy.com/greenbond2022, following its approval by the Commission de Surveillance du Secteur Financier (CSSF) in Luxembourg, which was issued on 1 September 2022.

The tap issuance of the Green Bonds 21/27 will be included into trading on the Quotation Board trading segment of the Open Market (Freiverkehr) on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) starting on 14 October 2022.
Bankhaus Scheich Wertpapierspezialist AG, Frankfurt am Main, was appointed as Sole Global Coordinator & Bookrunner for the private placement of the tap issuance.

All information related to the offering process as well as the documents necessary to subscribe for the bonds can be found on the Company’s website under the link www.photonenergy.com/greenbond2022.

DISCLAIMERS

This publication is an advertisement.
This communication constitutes neither an offer to sell nor a solicitation to buy securities. The public offering (in Germany, Austria and Luxembourg) will be made solely by means of, and on the basis of, a securities prospectus which is to be published. An investment decision regarding the publicly offered securities of Photon Energy N.V. should only be made on the basis of the securities prospectus. The securities prospectus was published promptly upon approval by the CSSF, and is available at no charge on www.photonenergy.com/greenbond2022.
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. in the United States of America. 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, or pursuant to an exemption from 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.
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.
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 an offer to the public 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, other than the Federal Republic of Germany, the Republic of Austria and the Grand Duchy of Luxembourg. 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 at 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 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.

Information for Distributors
Pursuant to EU product governance requirements, the corporate bonds have been subject to a product approval process, under which each distributor has determined that such bonds are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II. Any distributor subsequently offering the corporate bonds is responsible for undertaking its own target market assessment in respect of the corporate bonds and determining appropriate distribution channels.

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