We are a renewables company delivering 100% green power through multiple technologies across several geographies
Greenvolt is now a European major development platform – a unique positioning in the renewables value chain
Greenvolt is rapidly expanding its business in three sectors across an increasingly number of geographies
Sustainability is at the heart of everything we do
Defined by our people
PORTUGAL
Av. José Malhoa, nº27 3º
1070 – 157 Lisboa | Portugal
+351 213 307 722
(Chamada para a rede fixa nacional | Call destined for the Portuguese landline network)
[email protected]
Copyright 2023 | Greenvolt Group | All rights reserved
DISCLAIMER – LEGAL NOTICE
The documents contained herein concern the private subscription offer exclusively addressed to Qualified Investors (as defined below) of book-entry (“escriturais”) and nominative (“nominativas”) bonds to be issued by Greenvolt – Energias Renováveis, S.A. (“Greenvolt” or “Issuer”), with an individual nominal value of €500 (the “New Green Bonds Greenvolt 2029”), which with their issue and admission to trading on Euronext Lisbon, will be fungible with the bonds issued by Greenvolt – Energias Renováveis, S.A. on 14 February 2024 with a maturity date falling on 14 February 2029, with a gross fixed interest rate of 4.65 per cent. per annum and ISIN PTGNVKOM0008 (“Green Bonds Greenvolt 2029”, representing, together with the New Green Bonds Greenvolt 2029, the bond issue denominated “Obrigações Verdes Greenvolt 2024-2029”) (“Offer”).
Without prejudice to the information contained in the documents hereby made available, the following shall be taken into consideration in respect of the Offer:
The Issuer may, in its sole discretion, extend, re-open, amend, or terminate the Offer at any time (subject to applicable law) reserving the right to reduce or extend the Offer Period and modify any date related therewith, including, without limitation, the issue and settlement date. The Global Coordinators will inform about any such change by the same means used to disclose this document.
The Offer qualifies as private offer and is exclusively addressed to eligible counterparties or professional clients, as defined in MiFID II, who qualify as “qualified investors” within the meaning of Article 2(e) of the Prospectus Regulation (as defined below) (“Qualified Investor”). Accordingly, the Offer is not addressed to investors other than Qualified Investors and no investors other than Qualified Investors may accept the Offer. Neither the Issuer nor any of the Global Coordinators is or will be responsible for verifying the fulfilment of the applicable legal and regulatory requirements by investors, except those legal and regulatory requirements that, acting as Issuer and Global Coordinators, such entities are required to verify.
This document should be read in conjunction with the remaining documentation pertaining to the Offer. If any Qualified Investor is in any doubt as to the action it should take, it is recommended to seek its own financial and legal advice, including as to any tax consequences, immediately from its stockbroker, bank manager, solicitor, accountant or other independent financial tax or legal adviser. Before making any decision with respect to the Offer, Qualified Investors should make its own assessment on the investment on New Green Bonds Greenvolt 2029.
None of the Issuer or Global Coordinators or any of their respective directors, employees or affiliates makes any recommendation as to whether Qualified Investors should acquire securities of the Issuer. The documents contained herein do not constitute an invitation to participate in the Offer in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. The distribution of said documentation in certain jurisdictions may be restricted by law. Persons into whose possession these documents come are required by the Issuer and the Global Coordinators to inform themselves about and to observe any such restrictions.
Prohibition of sales to EEA retail investors
The New Green Bonds Greenvolt 2029 are not intended to be sold or otherwise made available to and should not be sold or otherwise made available to any retail investor in the European Economic Area (the “EEA”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in subparagraph (11) of Article 4(1) of Directive 2014/65/EU of the European Parliament and of the Council of 15 May (as amended, “MiFID II”), or (ii) a customer within the meaning of Directive (EU) 2016/97 of the European Parliament and of the Council of 20 January 2016 (as amended, “Insurance Distribution Directive”) where that customer would not qualify as a professional client as defined in subparagraph (10) of Article 4(1) of MiFID II, or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 of the European Parliament and of the Council, of 14 June 2017 (as amended, “Prospectus Regulation”).
Consequently, no key information document required by the Regulation (EU) No. 1286/2014 of the European Parliament and of the Council, of 26 November 2014 (as amended, the “PRIIPs Regulation”) for selling the securities or otherwise making the New Green Bonds Greenvolt 2029available to retail investors in the EEA has been prepared by the Issuer, Banco Comercial Português, S.A. or JB Capital Markets, Sociedad de Valores, S.A.U., acting as Global Coordinators, and therefore selling the New Green Bonds Greenvolt 2029 or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
Prohibition of sales to UK retail investors
The New Green Bonds Greenvolt 2029 are not intended to be sold or otherwise made available to and should not be sold or otherwise made available to any retail investor in the United Kingdom (“UK”). For these purposes, a retail investor means a person who is either one (or both) of the following: (i) not a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No. 600/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (as amended, the “EUWA”); or (ii) not a qualified investor as defined in paragraph 15 of Schedule 1 to the Public Offers and Admissions to Trading Regulations 2024. Consequently, no disclosure document required by the FCA Product Disclosure Sourcebook (“DISC”) for selling the New Green Bonds Greenvolt 2029 or otherwise making them available to retail investors in the UK has been prepared and therefore selling the New Green Bonds Greenvolt 2029 or otherwise making them available to any retail investor in the UK may be unlawful under DISC and the Consumer Composite Investments (Designated Activities) Regulations 2024.
United States
The Offer is not being made, and will not be made, directly or indirectly in or into, or by use of the mail of, or by any means or instrumentality of interstate or foreign commerce of or of any facilities of a national securities exchange of, the United States or to any U.S. person. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. Accordingly, copies of this document and any other documents or materials relating to the Offer are not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to any U.S. Person. Any purported offer of New Green Bonds Greenvolt 2029 pursuant to the Offer and resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of New Green Bonds Greenvolt 2029 made by, or by any person acting for the account or benefit of, a person resident or located in the United States, a U.S. Person or any agent, fiduciary or other intermediary acting on a non discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.
Each investor participating in the Offer should not be a U.S. Person, located in the United States or participating in the Offer from the United States, or otherwise should be acting on a non discretionary basis for a principal located outside the United States that is not giving an order to participate in the Offer from the United States and it is not a U.S. Person.
The same shall apply mutatis mutandis in relation to any other jurisdiction, such as Canada, Australia or Japan, in which the distribution or release would be unlawful.
Distributors are, as applicable in accordance with relevant laws and regulations, responsible for undertaking its own target market assessment in respect of the New Green Bonds Greenvolt 2029 acting in accordance with the applicable distribution regime, notably with the relevant distributor’s suitability and appropriateness obligations.
BY ACCESSING ANY OF THE DOCUMENTS, YOU ARE DEEMED TO HAVE ACCEPTED ALL OF THE TERMS AND CONDITIONS SET OUT ABOVE AND TO COMPLY WITH THE APPLICABLE LEGAL REQUIREMENTS OR RESTRICTIONS.