edp announcement

EDPR approves non-preemptive capital increase

Thursday, 02 March 2023

Madrid, March 2nd 2023:Following the announcement from EDP Renováveis, S.A. (“EDPR”) on the intention to raise equity of ~€1.0 billion to partially finance EDPR’s updated investment plan, the Board of Directors of EDPR, in compliance with the corporate authorizations in place, has resolved today the approval of a capital increase without pre-emption rights (the “Capital Increase”), to be performed via an accelerated bookbuild (the “ABB”).

As part of this Capital Increase, EDPR entered into an investment agreement (“IA”) on March 1st, 2023 with Lisson Grove Investment Pte. Ltd., a wholly owned subsidiary of GIC Pte Ltd. (“GIC”) pursuant to which the latter committed to, subject to the terms of the IA, market conditions and to a standard lock-up period of 90 days, subscribe ~€1.0 billion at a price of €19.62. Under the IA, EDPR has the option to reallocate up to ~€0.15 billion which EDPR may offer to a selected number of institutional investors at the same price agreed with GIC.

The ABB will commence immediately after this notification. Following the completion of the ABB, the Board of Directors of EDPR, directly or through a duly authorized Director, will determine and announce the final terms of the Capital Increase, including the final subscription amount and number of shares to be issued.

Following the announcement of the final gross proceeds of the Capital Increase, investors are expected to be in receipt of EDPR allocated shares on or around March 7th, 2023. The investors will be entitled to all economic and voting rights inherent to the shares from that date onwards.

EDPR will be subject to a lock-up of 90 days from delivery of the new shares under the Capital Increase, subject to an exception for the Scrip Dividend recently announced and further customary market exceptions, as well as a waiver by the Joint Global Coordinators.

Citigroup Global Markets Europe AG, Goldman Sachs Bank Europe SE, JP Morgan SE and Morgan Stanley Europe SE are acting as Joint Global Coordinators and Joint Bookrunners in relation to the Capital Increase. N.M. Rothschild & Sons Limited is acting as Financial Adviser in relation to the Capital Increase.


EDP Renováveis, S.A.



This announcement shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities referred to herein, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction. This announcement does not purport to identify or suggest the risks (direct or indirect) which may be associated with an investment in the company or its securities.

Neither the Joint Global Coordinators nor the Financial Adviser are responsible, and expressly disclaim any liability, for the information included herein. 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 or completeness. In connection with the Capital Increase, the Joint Global Coordinators or any of their respective affiliates may take up a portion of the Capital Increase shares as a principal position and in that capacity may retain, purchase, sell or offer to sell for its own account such shares and other securities of the company or related investments in connection with the Capital Increase or otherwise. Accordingly, references to such shares 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 the Joint Global Coordinators and any of its respective affiliates acting as investors for their own accounts. The Joint Global Coordinators does 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.

This announcement does not constitute a recommendation concerning the Capital Increase. The price and value of securities and any income from them can go down as well as up. Past performance is not a guide to future performance. Acquiring shares to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Potential investors should consult a professional advisor as to the suitability of the Capital Increase for the entity or person concerned.

This announcement is not for distribution, directly or indirectly in the United States of America, Canada, Australia, South Africa or Japan, or any other jurisdiction where distribution would not be permitted by law. The information contained herein does not constitute an offer of securities for sale in the United States of America, Australia, Canada, Japan or South Africa. This announcement does not constitute an offer of securities in the United States of America, or a solicitation to purchase securities in the United States of America. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the “US Securities Act”), or under the securities law of any state or jurisdiction in the United States of America and may not be offered, sold, resold, transferred or delivered, directly or indirectly within the United States of America except pursuant to an applicable exemption from the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or jurisdiction of the United States of America. The company has not registered, and does not intend to register, any portion of the offering in the United States of America. There will be no public offer of securities in the United States of America.

In the United Kingdom this announcement is only being distributed to, and is 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, qualified investors as defined in the prospectus regulation who are (i) investment professionals falling with article 19(5) of the UK Financial Services and Markets Act 2000 (financial promotion) order 2005 (the "Order"); or (ii) high net worth entities falling within article 49(2)(a) to (d) of the Order, or (iii) other persons to whom it may otherwise be lawfully 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.

This announcement is not a prospectus for the purposes of the Prospectus Regulation. No person has authorized any offer to the public of securities in any member state of the European Economic Area. With respect to any Member State of the European Economic Area (each a "Relevant Member State"), no action has been undertaken or will be undertaken to make an offer to the public of securities requiring publication of a prospectus in any Relevant Member State. As a result, the securities may only be offered in Relevant Member States (i) to any legal entity which is a qualified investor as defined in the Commission Regulation (EU) 2017/1129, as amended (the “Prospectus Regulation”); or (ii) in any other circumstances falling within article 1(3) and 4(2) of the Prospectus Regulation provided that no such offer will result in a requirement for the publication of a prospectus pursuant to article 3 of the Prospectus Regulation. For the purpose of this paragraph, the expression "offer of securities to the public" means the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable the investor to decide to purchase or subscribe for the securities.

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; (c) local implementing measures in the EEA; (d) Regulation (EU) no 600/2014 as it forms part of United Kingdom domestic law by virtue of the EUWA (“UK MiFIR”); and (e) the FCA Handbook product intervention and product governance sourcebook (together, the “Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the product governance requirements) may otherwise have with respect thereto, the new shares have been subject to a product approval process, which has determined that: (i) the target market for the new shares is (a) in the EEA, compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties eligible counterparties and professional clients only, each as defined in MiFID II and (b) in the United Kingdom, eligible counterparties (as defined in the FCA Handbook conduct of business sourcebook) and professional clients (as defined in UK MiFIR); and (ii) eligible for distribution through all permitted distribution channels (the “Target Market Assessment”). any person subsequently offering, selling or recommending the new shares (a “Distributor”) should take into consideration the manufacturers’ target market assessment; however, a distributor subject to MiFID II or the product governance requirements is responsible for undertaking its own target market assessment in respect of the new shares (by either adopting or refining the manufacturers’ Target Market Assessment) and determining appropriate distribution channels.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II or UK MiFIR or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the new shares. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the subscription and sale of the new shares.

N.M. Rothschild & Sons Limited, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting for EDP - Energias de Portugal, S.A. and no one else in relation to the Capital Increase and will not be responsible to anyone other than EDP - Energias de Portugal, S.A. for providing the protections afforded to our clients nor for providing advice in relation to the Capital Increase.

This announcement includes statements that are, or may be deemed to be, forward-looking statements. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "intends", "expects", "will", or "may", or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts and include statements regarding intentions, beliefs or current expectations. No assurances can be given that the forward-looking statements in this announcement will be realised. As a result, no undue reliance should be placed on these forward-looking statements as a prediction of actual events or otherwise.