ENERSIDE ENERGY ANNOUNCES ITS INTENTION TO CARRY OUT A CAPITAL INCREASE FOR APPROXIMATELY €40 MILLION AND FLOAT ON BME GROWTH

  • The listing on BME Growth would include all of the company’s shares, including the new shares issued within the context of the transaction.
  • Enerside is a fully integrated platform in the photovoltaic solar energy sector and is noted for its robust industrial profile and geographic diversification in the markets with the greatest potential for solar energy (Spain, Italy, Brazil and Chile).
  • With a project portfolio of 4.5 GW, it has a profitable and competitive model based on generating synergies between three complementary business areas: the development of projects; the provision of construction, operation and maintenance services for third parties; and the production of energy as an independent power producer (IPP).

Enerside Energy, S.A. (“Enerside” or the “Company”) today announcesits intention to proceed with an offering (the “Offering”) of newly issued ordinary shares (the “New Shares”) with the aim of raising gross proceeds of approximately €40 million to finance its business plan. The final details of the Offering will be described in an Informative Document of Incorporation that the Company will file with BME Growth for approval and registration (the “DIIM”).

The Company intends to list all of its shares, including the New Shares, on the BME Growth trading segment of BME MTF Equity (“BME Growth”).

Industrial and highly qualified profile

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).

Qualified, mature, highly visible pipeline

The Company has a pipeline of 4.5 GW under development, highly qualified and at an advanced stage of maturity thanks to the high visibility of its projects. A total of 3 GW, 70% of its current pipeline of projects under development, have reached or will reach the RTB phase during 2022-2023, i.e. they are in the final phase, where licences, authorizations, environmental permits, the necessary land rights for construction, operation and evacuation of the plant are already secured. It also has an additional 3.4 GW of identified acquisition-led growth opportunities.

Enerside has an asset rotation strategy in RTB or COD that will involve selling an important part of the pipeline in RTB phase and staying up to 1Gw to operate as an independent power producer.

Geographical diversification in markets with high potential

Unlike other players in the sector with origins in Spain, Enerside presents an advanced degree of internationalization and geographic diversification, with an excellent positioning in the most promising markets for photovoltaic energy production in Europe and Latin America, such as Spain, Italy, Brazil and Chile.

Management team with extensive experience in the industry and top-level governance

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.

For Enerside’s CEO and founding partner, Joatham Grange, “the Company is ready to take the step to go to market, a moment for which we have been preparing for some time. It has been a year and a half since we joined the Pre-Market environment, in the Growth segment, which is aimed at companies with a longer track record in all these types of sectors, and we have made progress in our corporate governance by complying with the recommendations of Good Governance and the incorporation of independent directors to our Board of Directors.”

“So far we have been financed mainly from privatecapital increases, but the Company is at a very mature stage and needs to make more relevant investments to carry out the construction of its IPP projects”, adds Joatham Grange, who also highlights that “the 2021 financial year has been transformational for the Company, as it reached several business milestones that allowed it to make a relevant qualitative leap in revenue with the sale of its first project in Brazil, last October”.

ADVISORS FOR THE TRANSACTION

The transaction will be managed by 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. Likewise, RENTA 4 BANCO, S.A., will act as Agent Entity of the Offering and as Liquidity Provider (hereinafter, interchangeably, the “Joint Bookrunners”, or, respectively, the “Agent Entity” or the “Liquidity Provider”).

The advisors to the issuer are Renta 4 Corporate, S.A., in their capacity as registered advisor, and Latham & Watkins LLP, as advisor on the legal aspects of the Offer. Linklaters, S.L.P. is the legal advisor to the Joint Bookrunners.

Once approved, the DIIM will be published and made available on BME Growth’s website (https://www.bmegrowth.es).

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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