SOWITEC group places new secured 8.00% Green Bond 2023/2028 with a volume of EUR 11.5 million
Sonnenbühl, 28 March 2023 – SOWITEC group (SOWITEC), one of the leading developers of renewable energy projects in the wind and solar sectors, has placed EUR 11.5 million of its new secured 8.00% Green Bond 2023/2028 (ISIN: DE000A30V6L2) at the start. EUR 7.366 million originates from the exchange offer to the holders of the 6.75% bond 2018/2023 (ISIN: DE000A2NBZ21), while EUR 4.134 million accrues to the company from the public offering via the subscription functionality DirectPlace of the Frankfurt Stock Exchange and the private placement. As a result of the exchange ratio of 49.1%, the outstanding volume of the bond 2018/2023 now still amounts to EUR 7.634 million.
The net issue proceeds from the Green Bond 2023/2028 are primarily intended for the financing and refinancing of current and future projects of the SOWITEC Group. In accordance with the green bond framework established by SOWITEC, the inflowing funds will be primarily used for the development, construction and operation of wind parks, photovoltaic parks and hybrid projects (combination of wind and photovoltaic projects, also combined with battery storage). Geographically, SOWITEC will focus in particular on financing wind and photovoltaic projects within Germany and, if applicable, opportunistically in other non-European countries where the company is already active. Part of the issue proceeds is intended for the refinancing of the bond 2018/2023.
Depending on the market environment and investor interest, SOWITEC reserves the right to increase the placed volume in the coming months via further private placements exclusively addressed to qualified investors by ICF BANK AG and Quirin Privatbank AG in their function as Joint Lead Manager and Joint Bookrunner. DICAMA AG (Lead Arranger) and Lewisfield Deutschland GmbH are acting as Financial Advisors.
“We would like to thank all new and existing investors for their confidence in our company and our growth strategy, which they have expressed through their subscription or exchange. In view of the volatile capital market environment, we can be satisfied overall with the initial result, especially since we were
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able to optimize the maturity profile of our liabilities, in particular of our bond 2018/2023 maturing in November, thanks to the above-average exchange ratio,” explains Frank Hummel, CEO of SOWITEC group GmbH. “We are confident for further private placements based on both our own and the industry-specific growth prospects. There is no question that renewable energies will show sustained long-term growth worldwide due to energy policy requirements, increasing investments and further falling costs for wind and photovoltaics. We will also benefit from this with our long-standing business relationships and our extensive industry expertise – both internationally and in our home market of Germany. A strong basis for our further sales and earnings growth is provided by our contractual project pipeline, which comprises around 7,500 MW of wind and solar projects, corresponding to potential sales of over EUR 100 million until 2028.”
The first trading day (trading per appearance) for the secured 8.00% Green Bond 2023/2028 will be 29 March 2023. Inclusion in trading on the Freiverkehr of the Frankfurt Stock Exchange (Open Market of Deutsche Börse AG) is expected to take place on 30 March 2023.
Key data of the bond 2023/2028
Issue SOWITEC group GmbH
Financial instrument Green Bond (classified by imug/SPO)
Issue volume Up to EUR 25 million
Placed volume EUR 11.5 million
Coupon 8.00% p.a.
Issue price 100%
Denomination EUR 1,000
Value date 30 March 2023
Term 5 years: 30 March 2023 to 30 March 2028 (exclusive)
Interest payment Annually in arrears on 30 March of each year, for the first time on 30 March 2024
Redemption date 30 March 2028
Redemption price 100%
Status Unsubordinated, secured
Security For each EUR 1 million or part thereof of the aggregate principal amount of the notes issued, shares in the amount of 2% of the share capital of SoWiTec operation GmbH are pledged (= 50% for an issue volume of EUR 25 million). The pledge will be made to a trustee in favor of the noteholders with effect from 31 May 2023 at the latest.
Special termination rights of the issuer
• From 30 March 2026 at 102% of the nominal amount
• From 30 March 2027 at 101% of the nominal amount
Termination rights of bondholders and covenants
• Change of control
• Cross default
• Distribution limit of 50% of HGB consolidated net income for the year
• Minimum Group equity ratio (HGB) of 35%
• Transparency obligation
Applicable law German law
Stock exchange segment Freiverkehr of Frankfurt Stock Exchange (Open Market of Deutsche Börse AG)
Joint Lead Manager und Joint Bookrunner Quirin Privatbank AG, ICF BANK AG
Financial Advisor DICAMA AG (Lead Arranger), Lewisfield Deutschland GmbH
This publication is neither an offer to sell nor a solicitation of an offer to buy securities. The securities which are the subject of this publication were offered by the issuer exclusively in the Federal Republic of Germany and the Grand Duchy of Luxembourg by way of a public exchange offer and a public subscription offer as well as in the form of a private placement in accordance with the respective applicable exemption provisions. The public offer has ended.
In particular, the securities 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 or an applicable exemption from the registration requirements.
This publication does not constitute a securities prospectus.
As one of the leading global project developers for renewable energies, SOWITEC is active in 13 countries with a focus on the rapidly growing emerging and developing countries. With more than 140 employees, SOWITEC covers all areas of solar and wind power project development: from planning and design, yield and profitability calculations, construction support, sales and financing to technical and commercial management of wind and solar parks. More than 60 wind and solar projects developed by SOWITEC with almost 3,000 MW are currently in operation in eight countries.
Frank Ostermair, Linh Chung Better Orange IR & HV AG 089/8896906-25 firstname.lastname@example.org