DGAP-Ad-hoc: OPDEnergy, S.A. / Key word(s): IPO
OPDEnergy, S.A.: Decision to postpone the Offering and the Admission
05-May-2021 / 17:36 CET/CEST
Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014, transmitted by DGAP - a
service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
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NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES
(INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA), CANADA,
AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH RELEASE, DISTRIBUTION OR PUBLICATION
WOULD BE UNLAWFUL
Madrid, May 5, 2021. OPDENERGY HOLDING, S.A. ("Opdenergy" or the "Company") hereby informs that, following the approval
and registration of the prospectus for the initial offering of ordinary shares of the Company and the admission to
listing on the Barcelona, Bilbao, Madrid and Valencia stock exchanges (the "Spanish Stock Exchanges" and the "Admission
", respectively) with the Spanish Securities Market Commission (Comisión Nacional del Mercado de Valores, the "CNMV")
on April 23, 2021 (the "Prospectus"), the Company and the selling shareholders, in consultation with the Joint Global
Coordinators of the Offering, Banco Santander, S.A. and Citigroup Global Markets Europe AG, have decided to postpone
the Offering and the Admission, in light of the challenging market conditions generally and, particularly, for
renewable-energy companies.
IMPORTANT NOTICE
This announcement has been prepared by and is the sole responsibility of the Company. The information contained in this
announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for
any purpose on the information contained in this announcement or its accuracy, fairness or completeness.
This announcement and the information contained herein are not for release, distribution or publication in whole or in
part, directly or indirectly, in or into the United States, Canada, Australia, Japan, South Africa or any other
jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction. The
Offering and the distribution of this announcement may be restricted by law in certain jurisdictions and persons into
whose possession any document or other information referred to herein comes should inform themselves about and observe
any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws
of any such jurisdiction. This announcement is not an offer to sell or a solicitation of any offer to buy or subscribe
for any securities of the Company in any jurisdiction where such offer, sale or subscription would be unlawful and the
announcement and the information contained herein is not for distribution or release in whole or in part, directly or
indirectly, in or into such jurisdictions.
The Prospectus is available at the Company's registered offices and on the respective websites of the Company (https://
www.opdenergy.com/inversores/) and the CNMV (www.cnmv.es). The approval of the Prospectus by the CNMV does not
constitute an evaluation of the merits of the transactions proposed to investors. Investors should subscribe for the
securities referred to herein solely on the basis of the Prospectus and should carefully read the Prospectus before
making an investment decision in order to fully understand the potential risks and rewards associated with the decision
to invest in the securities referred to herein.
Before purchasing any of the securities referred to herein, persons viewing this announcement should ensure that they
fully understand and accept the risks which are set out in the Prospectus.
Any of the securities 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, directly or indirectly, in the United States
absent registration under the Securities Act or pursuant to an applicable exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act. There is no intention to register any of the
securities referred to herein in the United States or to make a public offering of the securities referred to herein in
the United States. There will be no public offer of the securities referred to herein in Australia, Canada, Japan or
South Africa.
In member states of the European Economic Area (the "EEA"), this announcement is only addressed to and directed at
persons who are "qualified investors" within the meaning of Article 2(e) of 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 ("Qualified Investors"). In the
United Kingdom, this announcement and any other materials in relation to the securities referred to herein are only
being distributed to, and are only directed at, and any investment or investment activity to which this announcement
relates is available only to, and will be engaged in only with, a Qualified Investor (i) having professional experience
in matters relating to investments so as to qualify as "investment professional" under Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); (ii) falling within Article 49(2)(a) to
(d) of the Order; or (iii) being a person to whom an invitation or inducement to engage in investment activity (within
the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any
securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being
referred to as "Relevant Persons"). Persons who are not Relevant Persons should not take any action on the basis of
this announcement and should not act or rely on it or any of its contents. This announcement and its contents must not
be acted on or relied upon in any member state of the EEA or in the United Kingdom by persons who are not Qualified
Investors or Relevant Persons. The communication of this announcement in any member state of the EEA or in the United
Kingdom to persons who are not Qualified Investors or Relevant Persons is unauthorized and may contravene applicable
law.
Banco Santander, S.A., Citigroup Global Markets Europe AG, Alantra Capital Markets, S.V., S.A., BofA Securities Europe
S.A, Joh. Berenberg, Gossler & Co. KG and RBC Capital Markets (Europe) GmbH (collectively, the "Managers")and their
respective affiliates are acting exclusively for the Company and/or the selling shareholders and no-one else in
connection with the Offering. They will not regard any other person as their respective clients in relation to the
Offering and will not be liable to anyone other than the Company and the selling shareholders for providing the
protections afforded to their respective clients, or for providing advice in relation to the Offering, the contents of
this announcement or any transaction, arrangement or other matter referred to herein.
In connection with the Offering, each Manager and any of its respective affiliates, may take up a portion of the
securities referred to herein as a principal position and in that capacity may retain, sell, offer to sell, purchase or
otherwise deal for its or their own account(s) such securities and any securities of the Company or related investments
and may offer or sell such securities or other investments in connection with the Offering or otherwise. Accordingly,
references in this announcement or the Prospectus to the securities being issued, offered, subscribed, acquired, placed
or otherwise dealt with should be read as including any issue, offering, subscription, acquisition, placement of or
dealing with such securities by or to the Managers and any relevant affiliate acting in such capacity. In addition,
certain of the Managers or their affiliates may enter into financing arrangements and swaps in connection with which
they or their affiliates may from time to time acquire, hold or dispose of the securities referred to herein. The
Managers do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with
any legal or regulatory obligations to do so.
The Offering timetable, including the date of Admission, may be influenced by a range of circumstances such as market
conditions. There is no guarantee that the Offering will proceed and Admission will occur and you should not base your
financial decisions on the Company's intentions in relation to Admission at this stage.
Subscribing the securities to which this announcement relates may expose an investor to a significant risk of losing
all or part of the amount invested. Persons considering making such an investment should consult an authorized person
specializing in advising on such investments. This announcement does not constitute a recommendation concerning the
Offering. The value of the securities referred to herein can decrease as well as increase. Potential investors should
consult a professional adviser as to the suitability of the Offering for the person concerned. Past performance cannot
be relied upon as a guide to future performance.
None of the Managers, or any of their respective affiliates or any of the respective directors, officers, employees,
advisers, representatives or agents of any of their foregoing entities accepts any responsibility or liability
whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness (MORE TO FOLLOW) Dow Jones Newswires
May 05, 2021 11:36 ET (15:36 GMT)
