Launch of up to €140 million rights issue to support NHOA’s growth

Regulatory News:

NHOA (Paris:NHOA):

“This capital increase is a natural step to support NHOA’s strong growth in all three of our sectors: energy storage, e-mobility and EV fastcharging infrastructure.

In energy storage we rank now in the top 5 worldwide, and thanks to the support of our new shareholder TCC we multiplied by 6x our order intake¹, reaching over €200 million backlog and over 1 GWh of projects under development mainly in Asia Pacific.

With our Joint Venture with Stellantis for e-mobility in just few months of operations we registered double digit conversion rates² and continuous production expansion, sealing the ability to scale along with the unstoppable EV sales trend in Europe.

The deployment of the Atlante EV fastcharging network started with a first station opened in Italy in October. It will leverage on the eMobility Hub 100% Vehicle-to-Grid in Mirafiori that at completion will be the largest worldwide of its kind and on a pipeline of over 750 sites representing the backbone of the 5,000 fastcharging points to be developed by NHOA in Southern Europe by 2025” commented Carlalberto Guglielminotti, CEO of NHOA Group.

Key terms and highlights of the transaction

• Subscription ratio: 1 new share for 1 existing share
• Subscription price: €10.96 per new share
• Theoretical value of the preferential subscription right: €4.48
• Trading period for the rights: from November 10, 2021 to November 19, 2021 (included)
• Subscription period: from November 12, 2021 to November 23, 2021 (included)
• Settlement & delivery and listing of the new shares on Euronext Paris: on December 1, 2021

NHOA (NHOA:PA, formerly Engie EPS, “NHOA” or the “Company”) announces today the launch and the terms of its capital increase with shareholders’ preferential subscription rights for a gross amount of up to €140 million (the “Right Issue”), with Société Générale acting as Sole Global Coordinator and Joint Bookrunner alongside Mediobanca acting as Joint Bookrunner.

The net proceeds of the offering will be used to support the announced Masterplan10x and strategic ambitions of NHOA, in particular:

• c.€30 million to serve investments in the 2021-2023 Technology Roadmap and the additional R&D required to preserve the NHOA’s competitive positioning recently obtained in the storage sector, particularly in Asia Pacific,
• c.€8 million to finance the expansion in the Americas and Asia Pacific regions, including the set-up of local development and execution teams and the implementation of the necessary commercial infrastructure, and
• c.€98 million for the equity financing of the first phase of the Atlante network, including the strengthening of the industrial footprint and the supply chain vertical integration of the Global Business Line eMobility that will be required to follow the Atlante demand for fastchargers in Southern Europe.

Main Terms of the Rights Issue

The Rights Issue will be carried out with shareholders’ preferential subscription rights in accordance with the thirteenth resolution of the combined general meeting of November 2, 2021 by the issuance of 12,766,860 new shares (the “New Shares”) at a price of €10.96 per New Share, representing gross proceeds of €139,924,785.60 including issue premium.

Each shareholder of NHOA will receive one preferential subscription right (a “Right”) for each existing share recorded as of the close of trading on November 9, 2021 which will be detached from November 10, 2021. Existing shares will then be traded ex-right from November 10, 2021. One Right will entitle the holder to subscribe on an irreducible basis to one New Share. On the basis of the closing price of NHOA’s shares on November 5, 2021 (i.e. €19.92) on the regulated market of Euronext in Paris (“Euronext Paris”), the theoretical value of the share ex-Right is €15.44 and the subscription price represents a 45% facial discount.

Subscriptions on a reducible basis (à titre réductible) will be accepted but remain subject to reduction in the event of oversubscription. Any New Shares not subscribed through irrevocable entitlement (à titre irréductible) will be allocated to the Rights holders having submitted additional subscription orders subject to reduction (à titre réductible).

The Rights Issue will be open to the public in France only.

The subscription price for the New Shares has been set at €10.96 per share (nominal value of €0.20 and issue premium of €10.76). The subscription price represents a 29% discount to the theoretical ex-right price.

Subscription commitment

Taiwan Cement Europe Holdings B.V. (“TCEH”); the fully-owned subsidiary of Taiwan Cement Corporation (“TCC”), which holds 65.15% of the Company’s share capital, has irrevocably and unconditionally committed to (i) exercise on an irreducible basis (but without exercise on a reducible basis) (souscription à titre irréductible but no souscription à titre réductible) all the rights to which it will be entitled, , and (ii) through the mechanism of article L.225-134 I 1° and 2° of the French Commercial Code, if the exercise of rights on an irreducible basis and on a reducible basis represent less than 75% of the total number of New Shares to be issued in the offering, for an amount such that this threshold be reached and the offering raises c.€105 million.

Dilution

For illustrative purposes only, following the issue of the full amount of the rights issue, a shareholder holding 1.0% of NHOA’s share capital and who does not participate in the Rights Issue, would hold 0.5% following its completion.

Lock-up undertakings

NHOA has committed to a lock-up period ending 180 calendar days after the date of settlement-delivery of the Rights Issue (subject to certain exceptions).

TCC (through its subsidiary TCEH), NHOA majority shareholder, has agreed to a lock-up period ending 180 calendar days following the settlement-delivery of the Rights Issue (subject to certain exceptions).

Indicative timetable of the Rights Issue

The preferential subscription rights will be traded on Euronext Paris under the ISIN code FR0014006F90 from 10 November 2021 until 19 November 2021 inclusive. It will not be possible to buy or sell the preferential subscription rights on the market after the close of trading on 19 November 2021. The subscription period for the New Shares will run from 12 November 2021 to 23 November 2021, inclusive.

Any preferential subscription rights not exercised before the end of the subscription period, i.e. the close of trading on 23 November 2021, shall automatically become null and void. Settlement and delivery of the New Shares and commencement of trading on Euronext Paris are expected to take place on 1 December 2021. The New Shares will entitle their holders to any dividends declared by NHOA as from the date of issuance. They will be, as from their issuance date, fully fungible with NHOA’s existing shares and will be traded under the same trading line and ISIN code as NHOA’s existing shares (ISIN code FR0012650166).

Underwriting

The Rights Issue is not subject to an underwriting agreement. A placement agreement has been entered into by the Company and Société Générale, acting as Sole Global Coordinator and Joint Bookrunner and Mediobanca, acting as Joint Bookrunner.

Availability of the Prospectus

The prospectus (the “Prospectus”) including (i) the 2020 Universal Registration Document (Document d’Enregistrement Universel) of ENGIE EPS S.A. (now NHOA S.A.) filed with the AMF on 7 April 2021 under number D.21-0273, (ii) the amendment to the 2020 Universal Registration Document filed with the AMF on 8 November 2021 under number D.21-0273-A01 and (iii) a securities note (note d’opération) (including the summary of the prospectus) which was filled with the AMF and received approval number n°21-476 dated 8 November 2021 is available on the website of the AMF (www.amf-france.org) and the company (www.nhoa.energy).

Prospectus are available free of charge at the Company’s registered office (28, rue de Londres, 75009 Paris).

Risk Factors

Investors’ attention is drawn to the risk factors included in chapter 3 “Risk Factors” of the 2020 Universal Registration Document, as supplemented by section 3 “Risk Factors” of the amendment to the 2020 Universal Registration Document and in chapter 2 “Risk Factors” of the securities note (note d’opération).

NHOA

NHOA (formerly Engie EPS) develops technologies enabling the global transition towards clean energy and sustainable mobility, shaping the future of a next generation living in harmony with our planet.

Listed on Euronext Paris regulated market (NHOA:PA), NHOA forms part of the CAC^® Mid & Small and CAC^® All-Tradable financial indices. Its registered office is in Paris, with research, development and production located in Italy.

For further information, go to www.nhoa.energy

Notice

This press release does not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of ordinary shares in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

The distribution of this document may, in certain jurisdictions, be restricted by local legislation. Persons into whose possession this document comes are required to inform themselves about and to observe any such potential local restrictions.

This press release is an advertisement and not a prospectus within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (as amended, the “Prospectus Regulation”). Potential investors are advised to read the prospectus before making an investment decision in order to fully understand the potential risks and rewards associated with the decision to invest in the securities. The approval of the prospectus by the Autorité des marchés financiers should not be understood as an endorsement of the securities offered or admitted to trading on a regulated market.

With respect to the member states of the European Economic Area (other than France) and the United Kingdom (each a “Relevant State”), no action has been undertaken or will be undertaken to make an offer to the public of the securities referred to herein requiring a publication of a prospectus in any Relevant State. As a result, the securities may and will be offered in any Relevant State only (i) to qualified investors within the meaning of the Prospectus Regulation, for any investor in a Member State of the European Economic Area, or Regulation (EU) 2017/1129 as part of national law under the European Union (Withdrawal) Act 2018 (the “UK Prospectus Regulation”), for any investor in the United Kingdom, (ii) to fewer than 150 individuals or legal entities (other than qualified investors as defined in the Prospectus Regulation or the UK Prospectus Regulation, as the case may be), or (iii) in accordance with the exemptions set forth in Article 1 (4) of the Prospectus Regulation or under any other circumstances which do not require the publication by NHOA of a prospectus pursuant to Article 3 of the Prospectus Regulation, of the UK Prospectus Regulation and/or to applicable regulations of that Relevant State.

The distribution of this press release has not been made, and has not been approved, by an “authorised person” within the meaning of Article 21(1) of the Financial Services and Markets Act 2000. As a consequence, this press release is only being distributed to, and is only directed at, persons in the United Kingdom that (i) are “investment professionals” falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Order”), (ii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations, etc.”) of the Order, or (iii) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of Article 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “Relevant Persons”). Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Any person who is not a Relevant Person should not act or rely, on this document or any of its contents.

This press release does not constitute or form part of any offer of Securities for sale or any solicitation to purchase or to subscribe for securities or any solicitation of sale of securities in the United States. The 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 the law of any State or other jurisdiction of the United States, and may not be offered or sold in the United States absent registration under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. NHOA does not intend to register all or any portion of the Securities in the United States under the Securities Act or to conduct a public offering of the Securities in the United States.

This press release may not be published, forwarded, broadcast or distributed, directly or indirectly, in the United States, Canada, Australia or Japan.

¹ From €34 million over the 12 months period ending on 30 September 2021 to €208 million over the 12 months period ending on 31 October 2021.
² The double digit refers only to FCA brands, please see NHOA’s Q3 Trading and Operational Update published on 27 October 2021.

View source version on businesswire.com: https://www.businesswire.com/news/home/20211108006210/en/

Press Office: Claudia Caracausi, Image Building, +39 02 89011300, nhoa@imagebuilding.it
Corporate and Institutional Communication: Cristina Cremonesi, +39 345 570 8686, ir@nhoa.energy