ENERSIDE HAS LAUNCHED TODAY AN ISSUE OF SHARES TO INCREASE CAPITAL UP TO 40 MILLION EUROS

  • The purpose of the capital increase is to facilitate the incorporation of the Company in BME Growth and to support the company’s current business plan.
  • Enerside is a fully integrated photovoltaic solar energy company that stands out for its strong industrial profile and geographic diversification in the markets with the greatest potential for solar energy (Spain, Italy, Brazil and Chile).
  • Its business plan promotes the development of 4.5 GW in differentiated projects, highly qualified and with an advanced degree of maturity that give it an excellent position to capture the growth in demand and a great capacity to generate value.
  • The company estimates to reach 1 GW in operation in 2025, with a diversified portfolio of assets that will generate recurring income from power generation.
  • The next listing on BME Growth will include the current shares of the company and the new shares that will be issued in the context of the capital increase.

Barcelona, February 9, 2022.- Enerside Energy, S.A. launched today an offer of newly issued ordinary shares to increase capital by up to 40 million euros to facilitate the company’s incorporation into BME Growth and support its current business plan.

Enerside is a fully integrated photovoltaic solar energy sector company that stands out for its strong industrial profile and geographic diversification in the markets with the greatest potential for solar energy (Spain, Italy, Brazil and Chile).

Its current 2021-2025 business plan contemplates all the phases of the value chain, from the generation of the opportunity, the development, the construction and the subsequent operation and maintenance of photovoltaic plants. Enerside is currently immersed in promoting the development of 4.5 GW in differentiated, highly qualified projects with an advanced degree of maturity that give it an excellent position to capture the growth in demand and a great capacity to generate value, through the sale of projects in the RTB (Ready To Build) phase and with the direct exploitation of part of the pipeline as an independent power producer (IPP).

Towards an IPP model with integrated services and a strong industrial profile

Last year 2021 was a transformational year for Enerside after reaching several business milestones that allowed the company to make a very relevant qualitative leap, fully integrating the construction of projects for third parties (EPC) and the sale of its own projects in phase RTB, which capture the value generated through the company’s distinctive industrial know-how.

Among the business milestones in 2021, the sale of Enerside’s company in Brazil, SV Ribeiro Gonçalves Energía Solar SPE stands out, as well as the Brazilian Echoenergia Participações, S.A., which includes 280 MW under development. This park had 322 MW before the sale, of which 42 MW were separated in another company that continues to be 100% owned by Enerside, and that will build and operate as IPP.

The 2021 financial year evidenced the clear capture of the objectives of the company’s strategic plan. These objectives deepen its position throughout the value chain, based on its expertise as a developer and constructor of photovoltaic plants, and progressively incorporating until 2025 its role as an independent producer, through the ownership and direct exploitation of up to 1 GW of one part of its current development pipeline.

For 2022, the company estimates a significant growth in income above 40 million euros, and an EBITDA of more than 3 million euros. As of today, Enerside has 62% visibility of these objectives, thanks to already signed EPC/BOS contracts with renowned clients.

The business plan up to 2025 foresees strong growth in revenues and EBITDA compared to the 2022 targets. Revenues would be generated from a combination of EPC (turnkey) third-party project activity and operation and maintenance, sale of assets under development and COD (Commercial Operation Date) and income from power generation as an independent operator (IPP).

Request to join BME Growth

As agreed at the General Meeting of Enerside that took place on January 15, and as it also announced to the market, on January 24, the company will request the listing on BME Growth of all its shares, including the New Shares derived from the capital increase, in the BME Growth trading segment of BME MTF Equity.

The specific number of shares to be issued will be set by Enerside once the demand prospecting period ends, prior agreement with the placement entities. The final price of the offers will determine the first reference price for the start of trading of the company’s shares in BME Growth.

Operation Advisors

The operation is directed by ALANTRA EQUITIES SOCIEDAD DE VALORES, S.A., as Global Coordinating Entity and Placement Entity (Sole Global Coordinator and Joint Bookrunner, RENTA 4 BANCO, S.A. and ANDBANK ESPAÑA, S.A.U., as Placement Entities (Joint Bookrunners). Likewise, RENTA 4 BANCO, S.A., acts as Agent Entity of the Offer and as Liquidity Provider.

The advisers to the issuer are Renta 4 Corporate, S.A., in its capacity as registered adviser, and Latham & Watkins LLP, as adviser on the legal aspects of the offer. The legal advisor of the placement entities is Linklaters, S.L.P. On the other hand, EY has participated as auditor of the company and in the financial due diligence and Ramón y Cajal has participated in the legal due diligence of the operation.

About Enerside

Since its inception in 2007, Enerside has built photovoltaic installations in Spain, Chile and Brazil for highly prestigious clients. It is currently building 126 MW for third parties and also manages the operation and maintenance (O&M) of 21 MW of solar plants for third parties, mostly awarded to projects built by the Company. In addition, at the end of 2021, the Company began construction of its first PMGDs projects in Chile, totalling 26 MW.

This background lends it a unique and differential industrial track record that has enabled it to develop an important portfolio of its own projects for sale or direct exploitation as IPP. The experience and knowledge of its team (more than 60% of its staff are technicians and engineers) allows it to carry out all the development of the projects internally, from generating the opportunity, to relying on its local teams in the markets in which it operates, and at a very competitive cost. In this manner, it creates high value when selling the projects in the Ready to Build (RTB) or Commercial Operation Date (COD) phase and also when operating the plants as an independent power producer (IPP).

The Company has a Board of Directors, in accordance with international corporate governance best practices, which includes three independent directors. In addition, it has a management team with great experience and solvency in the energy sector that has been working together for several years.

More information at  www.enerside.com

Press contact:

Laura Sabaté

Project Manager

l.sabate@romanrm.com

Telf. 616 952 066

This announcement is an advertisement and does not constitute an Informative Document of Incorporation and nothing herein constitutes an offer to sell or a solicitation of an offer to buy securities in any jurisdiction. Investors should not purchase or subscribe for any shares referred to in this announcement except solely on the basis of information contained in the Informative Document of Incorporation to be filed by the Company and to be approved by BME Growth. Once approved, the Informative Document of Incorporation will be published and made available at the website of BME Growth (www.bmegrowth.es).

IMPORTANT NOTICE

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, United Kingdom, Switzerland or any other jurisdiction where to do so may constitute a violation of the relevant laws or regulations of such jurisdiction.

This announcement is not an offer to sell or a solicitation of any offer to buy any securities issued by the Company in any jurisdiction where such offer or sale would be unlawful.

The information contained in this announcement does not purport to be complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.

This communication is only addressed to and is only directed at persons in member states of the European Economic Area who are ‘qualified investors’ within the meaning of article 2(e) of the Prospectus Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the “Prospectus Regulation”).

Any 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”) or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered or sold in the United States except in transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Act, and in accordance with applicable U.S. securities laws. The Company does not intend to register any securities referred to herein in the United States or to conduct a public offering in the United States.

ALANTRA EQUITIES SOCIEDAD DE VALORES, S.A., as sole global coordinator and joint bookrunner, RENTA 4 BANCO, S.A. and ANDBANK ESPAÑA, S.A.U., as joint bookrunners (the “Joint Bookrunners”) and their respective affiliates are acting exclusively for the Company and no‐one else in connection with the proposed offering. They will not regard any other person as their respective clients in relation to the proposed offering and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the proposed offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

The offering may be influenced by a range of circumstances such as market conditions. There is no guarantee that the offering will proceed, and you should not base your financial decisions on the Company’s intentions in relation to the offering at this stage.

In connection with the proposed offering, each of the Joint Bookrunners and any of their respective affiliates, may take up a portion of the securities as a principal position and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts such securities of the Company or related investments and may offer or sell such securities or other investments in connection with the proposed offering or otherwise. Accordingly, references in the Informative Document of Incorporation, once published, to the securities being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, any of the Joint Bookrunners and any of their respective affiliates acting in such capacity. In addition, each of the Joint Bookrunners and any of their respective affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which they may from time to time acquire, hold or dispose of shares. None of the Joint Bookrunners intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

None of the Joint Bookrunners or any of their respective affiliates or any of the respective directors, officers, employees, advisers 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 of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

This announcement includes forward‐looking statements within the meaning of the securities laws of certain applicable jurisdictions. These forward‐looking statements can be identified by the use of forward‐looking terminology, including the terms “targets”, “aims”, “aspires”, “assumes”, “believes”, “estimates”, “anticipates”, “expects”, “intends”, “hopes”, “may”, “outlook”, “would”, “should”, “could”, “will”, “plans”, “potential”, “predicts” and “projects” as well as their negative or other variations or comparable terminology. These forward‐looking statements include matters that are not historical facts as well as statements regarding Enerside’s intentions, beliefs or current expectations concerning, among other things, Enerside’s results of operations, financial condition and performance, liquidity, prospects, growth, strategies and the industry in which Enerside operates.

By their nature, forward‐looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. You are hereby cautioned that forward‐looking statements are not guarantees of future performance and that Enerside’s actual financial condition, results of operations and cash flows, and the development of the industry in which Enerside operates, may differ materially from those made in or suggested by the forward‐looking statements contained in this announcement. In addition, even if Enerside’s financial condition, results of operations and cash flows, and the development of the industry in which it operates are consistent with the forward‐looking statements contained in this announcement, those results or developments may not be indicative of Enerside’s results or developments in subsequent periods and may be impacted by important factors. No representation or warranty is made that any forward-looking statement will come to pass. The information, opinions and forward‐looking statements contained in this release speak only as at its date and are subject to change without notice. The Company does not undertake any obligation to publicly update or revise any such forward-looking statement.

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