- The free float will be at least 25% of the capital of the new listed company
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These materials are not an offer for sale of securities in the United States. The securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and may not be sold in the United States absent registration or an exemption from registration under the Securities Act.
ACCIONA's shareholders today authorized in an Extraordinary Meeting the sale of shares of Corporación ACCIONA Energías Renovables (ACCIONA Energía), through an initial public offering.
The company’s Shareholders Meeting has authorized ACCIONA's Board of Directors to carry out the flotation process "whenever it deems appropriate", adopting the necessary decisions "including (...) fixing the size of the potential offer and the price (...) of the ACCIONA Energía shares".
The free float will be at least 25% of the capital of the new listed company, "subject to market conditions and other relevant considerations". The intention of the Board of Directors is to maintain a stake of around 70% of ACCIONA Energía after the transaction.
The resolution adopted today complies with Article 160 of the revised text of the Spanish Corporate Enterprises Act, which establishes that the Shareholders' Meeting is responsible for deliberating and agreeing, among other things, on the acquisition, disposal or contribution of essential assets to another company.
ACCIONA announced last February its intentions to float its energy division on the stock market in order to give greater visibility to its strategic business lines, reduce its capital costs and strengthen its balance sheet.
This announcement is neither a prospectus nor a prospectus equivalent document nor an offer to sell or a solicitation of any offer to buy any securities of Corporación Acciona Energías Renovables, S.A. (the “Company”) in such jurisdictions where such offer or sale would be unlawful. Investors should not subscribe for or purchase, sell or otherwise dispose of any securities referred to in this document except on the basis of information in, or incorporated by reference to, the prospectus to be registered with, and approved by, the Spanish National Securities Market Commission (Comisión Nacional del Mercado de Valores, the “CNMV”), that is to be available at the Company’s registered offices and published on the websites of the Company and the CNMV in due course in connection with the proposed initial public offering of ordinary shares (the “Shares”) of the Company (the “Offering”).
The issue and/or sale of the Shares in the Offering are subject to specific legal and regulatory restrictions in certain jurisdictions. The Company assumes no responsibility in the event there is a violation by any person of such restrictions.
The Company has not authorized any offer to the public of securities in the United Kingdom or in any Member State of the European Economic Area.
In any Member State of the European Economic Area, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of Regulation (EU) 2017/1129 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market.
In the United Kingdom, this communication is only being distributed to, and is only directed at, and any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, “qualified investors” (as defined in section 86(7) of the Financial Services and Markets Act 2000) (i) who are persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”); or (ii) who are high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). Persons in the United Kingdom who are not relevant persons should not take any action on the basis of this communication and should not act or rely on it.
Any securities referred to herein have not been and will not be registered under the Securities Act, and may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States.