Paris, Jan. 02, 2025 (GLOBE NEWSWIRE) — THIS DOCUMENT IS AN UNOFFICIAL ENGLISH-LANGUAGE TRANSLATION OF THE FRENCH LANGUAGE PRESS RELEASE WHICH WAS PUBLISHED BY THE OFFEROR ON 2 JANUARY 2025. IN THE EVENT OF ANY DIFFERENCES BETWEEN THIS UNOFFICIAL ENGLISH LANGUAGE TRANSLATION AND THE OFFICIAL FRENCH LANGUAGE PRESS RELEASE, THE OFFICIAL FRENCH LANGUAGE PRESS RELEASE SHALL PREVAIL.
PRESS RELEASE ON THE FILING OF A DRAFT OFFER DOCUMENT RELATING TO THE SIMPLIFIED TENDER OFFER
for the Neoen shares (“Shares”) and bonds convertible into and/or exchangeable for new and/or existing Neoen shares (“OCEANEs”)
initiated by
Brookfield Renewable Holdings SAS
presented by
Bank presenting the offer Bank presenting the offer and acting as guarantor TERMS OF THE OFFER:
EUR 39.85 per share of Neoen
EUR 48.14 per 2020 OCEANE of Neoen
EUR 101,382.00 per 2022 OCEANE of Neoen
DURATION OF THE OFFER:
21 Trading Days
The timetable for the simplified tender offer referred to herein (the “Offer”) will be set by the French stock market authority (Autorité des marchés financiers) (the “AMF”) in accordance with the provisions of its general regulation (the “AMF General Regulation”)
This press release (the “Press Release”) was prepared by Brookfield Renewable Holdings and published pursuant to Article 231-16 of the AMF General Regulation.
The Offer and the draft offer document remain subject to review by the AMF.
IMPORTANT NOTICE
The Press Release must be read together with all other documents published in connection with the Offer. In particular, in accordance with Article 231-28 of the AMF General Regulation, a description of the legal, financial and accounting characteristics of Brookfield Renewable Holdings will be filed with the AMF and made available to the public no later than the day prior to the opening of the Offer. A press release will be issued to inform the public of the manner in which this information will be made available.
The Offer is not and will not be proposed in any jurisdiction where it would not be permitted under applicable law. Acceptance of the Offer by persons residing in countries other than France and the United States of America may be subject to specific obligations or restrictions imposed by legal or regulatory provisions. Recipients of the Offer are solely responsible for compliance with such laws and it is therefore their responsibility, before accepting the Offer, to determine whether such laws exist and are applicable, based on the advice they obtain from their own advisers.
For more information, see Section 2.14 (Offer restrictions outside of France) below.
In the event that the number of shares not tendered to the Offer by the minority shareholders of Neoen, excluding treasury shares held by the Company and the shares covered (or that will be covered) by the Liquidity Agreements (as defined in this Press Release) does not represent more than 10% of the share capital and voting rights of Neoen following the Offer, Brookfield Renewable Holdings intends to implement, at the latest within three (3) months following the closing of the Offer, in accordance with Articles L. 433-4 II of the French Monetary and Financial Code and 237-1 et seq. of the AMF General Regulation, a squeeze-out procedure in order to transfer the Neoen shares not tendered to the Offer (excluding treasury shares held by the Company and the shares covered (or that will be covered) by the Liquidity Agreements) in exchange for compensation equal to the Offer Price per Share (i.e. EUR 39.85 per Share).
In addition, in the event that the number of shares not tendered to the Offer by the minority shareholders of Neoen (excluding treasury shares held by the Company and the shares covered (or that will be covered) by the Liquidity Agreements) and the number of shares that may be issued upon conversion of the OCEANEs not tendered in the Offer do not represent more than 10% of the sum of existing Neoen shares and Neoen shares that may be issued upon conversion of the OCEANEs following the Offer, Brookfield Renewable Holdings also intends to implement, at the latest within three (3) months following the closing of the Offer, in accordance with Articles L. 433-4 III of the French Monetary and Financial Code and 237 1 et seq. of the AMF General Regulation, a squeeze-out procedure in order to transfer the OCEANEs not tendered to the Offer in exchange for compensation equal to the Offer Price per OCEANE (i.e. EUR 48.14 per 2020 OCEANE and EUR 101,382.00 per 2022 OCEANE).
The draft offer document prepared by Brookfield Renewable Holdings (the “Draft Offer Document”) is available on the website of Brookfield Renewable Holdings (neoen-offer-brookfield.com) and of the AMF (www.amf-france.org) and may be obtained free of charge from:
Brookfield Renewable Holdings SAS
39 rue de Courcelles
75008 ParisBNP Paribas
(M&A EMEA Department)
5 boulevard Haussmann
75009 Paris
(“BNP Paribas”)Société Générale
GLBA/IBD/ECM/SEG
75886 Paris Cedex 18
(“Société Générale”) OVERVIEW OF THE OFFER Pursuant to Title III of Book II and more specifically Articles 233-1, 2° and 234-2 et seq. of the AMF General Regulation, Brookfield Renewable Holdings SAS, a French société par actions simplifiée with a share capital of 1,000 euros, having its registered office at 39 rue de Courcelles, 75008 Paris, France registered with the Paris Trade and Companies Registry (Registre du Commerce et des Sociétés) under number 928 680 024 (“Brookfield Renewable Holdings” or the “Offeror”) irrevocably offers to all shareholders of Neoen S.A., a public limited company (société anonyme) with a board of directors and a share capital of 305,697,548 euros, having its registered office at 22 rue Bayard, 75008 Paris, registered with the Paris Trade and Companies Registry under number 508 320 017 (“Neoen” or the “Company”, and together with its directly- or indirectly-owned subsidiaries, the “Group”), and to all holders of Neoen bonds convertible into new ordinary shares and/or exchangeable for existing ordinary shares of the Company issued by the Company on 2 June 2020 (the “2020 OCEANEs”) and of Neoen bonds convertible into new ordinary shares and/or exchangeable for existing ordinary shares of the Company issued by the Company on 14 September 2022 (the “2022 OCEANEs” and, together with the 2020 OCEANEs, the “OCEANEs”), to acquire, in cash:
all of the shares of the Company which are traded on the compartment A of the Euronext Paris regulated market under ISIN Code FR0011675362, ticker symbol “NEOEN” (the “Shares”),all of the 2020 OCEANEs of the Company which are traded on the multilateral trading facility Euronext Access (“Euronext Access”) under ISIN Code FR0013515707, andall the 2022 OCEANEs of the Company which are traded on Euronext Access under ISIN Code FR001400CMS2,
that the Offeror does not hold (subject to the exceptions set out below), directly or indirectly, on the date of the Draft Offer Document, at the price of:
EUR 39.85 per Share (the “Offer Price per Share”),EUR 48.14 per 2020 OCEANE (the “Offer Price per 2020 OCEANE”), andEUR 101,382.00 per 2022 OCEANE (the “Offer Price per 2022 OCEANE”),
as part of a simplified mandatory tender offer, the terms and conditions of which are described hereafter (the “Offer”) and which may be followed, if all conditions are met, by a squeeze-out procedure for the Shares and/or OCEANEs pursuant to the provisions of Articles 237-1 to 237-10 of the AMF General Regulation (the “Squeeze-Out”).
The Offer results from the completion of the Block Trade Acquisition (which is described in Section 1.1.2).
As of the date of the Draft Offer Document0F1, Brookfield Renewable Holdings holds:
directly 81,197,100 Shares (i.e. 53.12% of the share capital and 53.19% of the voting rights of the Company),by way of assimilation pursuant to Article L. 233-9 of the French Commercial Code: the (i) 545,672 Unavailable Holding Shares (as defined below) (i.e. 0.36% of the share capital and theoretical voting rights of the Company) with respect to which Brookfield Renewable Holdings benefits from a Call Option (as defined below) at the Offer Price per Share for each Unavailable Holding Share exercisable as from 16 April 2025, pursuant to the Liquidity Agreement entered into by Mr. Xavier Barbaro (which is described in Section 1.3.3), (ii) 39,943 Managers Unavailable Shares (as defined in Section 2.4 and also covered by the Liquidity Agreement entered into by Mr. Xavier Barbaro) held by Mr. Xavier Barbaro, (iii) 1,600 PEE Shares (as defined below) held by Mr. Xavier Barbaro, and (iv) 180,8321F2 2024 Free Shares (as defined below and also covered by the Liquidity Agreement entered into by Mr. Xavier Barbaro) held by Mr. Xavier Barbaro,the (i) 442,895 Shares, (ii) 9,445 Managers Unavailable Shares (as defined in Section 2.4 and covered by the Liquidity Agreement entered into by Mr. Romain Desrousseaux), and (iii) 120,555 2024 Free Shares2F3 (as defined below and also covered by the Liquidity Agreement entered into by Mr. Romain Desrousseaux) held by Mr. Romain Desrousseaux, and14,330 Shares (i.e. 0.009% of the share capital and theoretical voting rights of the Company) through the intermediary of Aranda Investments Pte. Ltd., a Singapore private company limited by shares, having its registered office at 60B, Orchard Road, #06-18, The Atrium @Orchard, Singapore 238891 and whose Unique Entity Number is 200312481K (“Aranda Investments”), an indirect wholly-owned subsidiary of Temasek Holdings (Private) Limited, a Singapore Exempt Private Limited company, having its registered office at 60B, Orchard Road, #06-18, The Atrium @Orchard, Singapore 238891 and whose Unique Entity Number is 197401143C (“Temasek”).
In total, the Offeror holds, directly and indirectly, alone and in concert, and by assimilation, 82,250,985 Shares (i.e. 53.81% of the share capital and theoretical voting rights of the Company)3F4.
The Offeror does not hold, directly and indirectly, alone and in concert, or by assimilation, any OCEANEs.
To the extent that, because of the Block Trade Acquisition, the Offeror has crossed the threshold of 30% of the Company’s share capital and voting rights, the Offer is mandatory pursuant to the provisions of Article L. 433-3, I of the French Monetary and Financial Code and Article 234-2 of the AMF General Regulation.
In accordance with the provisions of article 231-6 of the AMF General Regulation, the Offer targets:
(i) all Shares, whether outstanding or to be issued, that are not held directly by the Offeror, i.e., the Shares:
which are already issued other than the Excluded Shares (as defined below), i.e., to the knowledge of the Offeror and as at the date of the Draft Offer Document, a maximum of 70,713,338 Shares,which may be issued before the closing of the Offer (as per the indicative timetable provided in Section 2.10), other than the Excluded Shares (as defined below), as a result of the vesting of Free Shares granted by the Company under the Free Shares Plans (as defined in Section 2.4), i.e., to the knowledge of the Offeror and as at the date of the Draft Offer Document, a maximum of 161,9714F5 Shares corresponding to all 2022 Free Shares,which may be issued before the closing of the Offer (as per the indicative timetable provided in Section 2.10) in connection with the conversion of the 2020 OCEANEs, i.e., to the knowledge of the Offeror and as at the date of the Draft Offer Document, a maximum number of 4,445,020 new Shares5F6,which may be issued before the closing of the Offer (as per the indicative timetable provided in Section 2.10) in connection with the conversion of the 2022 OCEANEs, i.e., to the knowledge of the Offeror and as at the date of the Draft Offer Document, a maximum number of 7,519,824 new Shares6F7, i.e., to the knowledge of the Offeror at the date of the Draft Offer Document, a maximum number of Shares targeted by the Offer equal to 82,840,153; and
(ii) all outstanding OCEANEs that are not held by the Offeror, i.e. to the knowledge of the Offeror at the date of the Draft Offer Document, 3,679,653 2020 OCEANEs and 3,000 2022 OCEANEs.
Among the Shares covered by the Offer, the 283,5817F8 Unavailable PEE Shares (as defined below) cannot be tendered into the Offer (except in the case of an early release in accordance with applicable laws and regulation). However, Unavailable PEE Shares will be targeted by the Squeeze-Out, if applicable.
It is specified that the Offer does not target:
the Shares held in treasury by the Company, the board of directors of the Company having decided not to tender them to the Offer, i.e., to the knowledge of the Offeror and as the date of the Draft Offer Document, 188,338 Shares (representing 0.12% of the share capital and theoretical voting rights of the Company)8F9,the Unavailable Free Shares (as defined below), i.e. to the knowledge of the Offeror and as of the date hereof, a maximum of 932,7619F10 Free Shares (these Shares being legally and technically unavailable and not being able to be tendered in the Offer). The situation of the beneficiaries of Free Shares in the context of the Offer is described in Sections 1.3.3 and 2.4. The Unavailable Free Shares (as defined below) will be covered under the Liquidity Agreements (as defined in Section 1.3.3),the Managers Unavailable Shares (as defined below), i.e. to the knowledge of the Offeror and as of the date hereof, a maximum of 49,388 Free Shares (these Shares being legally and technically unavailable and not being able to be tendered in the Offer). The situation of the beneficiaries of Managers Unavailable Shares in the context of the Offer is described in Sections 1.3.3 and 2.4. The Managers Unavailable Shares (as defined in Section 2.4) are covered under the Liquidity Agreements entered into by, respectively, Mr. Xavier Barbaro and Mr. Romain Desrousseaux (as defined in Section 1.3.3),the Shares held by (i) Cartusia10F11 subject to a holding period (i.e. to the knowledge of the Offeror at the date of the Draft Offer Document 403,928 Shares), and (ii) Equinox11F12, Kampen12F13, Hilaris13F14 and Palancia14F15, such entities being family-owned entities indirectly represented by Mr. Xavier Barbaro, subject to a holding period (i.e. 141,744 Shares), collectively the “Unavailable Holding Shares”. The Unavailable Holding Shares are covered under the Liquidity Agreement entered into by Mr. Xavier Barbaro (as defined in Section 1.3.3) and are subject to a Call Option exercisable by Brookfield Renewable Holdings at the Offer Price per Share as from 16 April 2025, and154,938 Shares held, directly or indirectly, by Mr. Romain Desrousseaux that could be the subject, in whole or in part, of a contribution in kind in the event of the exercise of his reinvestment option, as described in Section 1.3.2 (the “RD Shares That May Be Tendered”)15F16,
(together, the “Excluded Shares”).
As a result of the indicative timetable of the Offer provided in Section 2.10, the 105,416 2023 Accelerated Free Shares (as defined below) being vested on 28 February 2025, they cannot be tendered into the Offer16F17. Such 2023 Accelerated Free Shares will however be covered by the Squeeze-Out, if applicable.
To the knowledge of the Offeror, there are no other equity securities or other financial instruments issued by the Company or rights conferred by the Company that may give access, immediately or in the future, to the share capital or voting rights of the Company, other than the existing Shares and the OCEANEs described in Section 2.3 and the Free Shares described in Section 2.4.
The Offer, which will be followed, if conditions are met, by a Squeeze-Out procedure pursuant to Articles L. 433-4 II and L. 433-4 III of the French Monetary and Financial Code and 237-1 et seq. of the AMF General Regulation, will be conducted following the simplified procedure in accordance with the provisions of Article 233-1 et seq. of the AMF General Regulation.
The duration of the Offer will be 21 Trading Days17F18.
In accordance with the provisions of Article 231-13 of the AMF General Regulation, BNP Paribas and Société Générale (together, the “Presenting Banks”), as presenting banks of the Offer, filed the Offer and the Draft Offer Document with the AMF on behalf of the Offeror, it being specified that only Société Générale guarantees the content and the irrevocable nature of the commitments made by the Offeror in connection with the Offer.
1.1 Background of the Offer
1.1.1 Presentation of the Offeror
(a) Presentation
Brookfield Renewable Holdings is a special purpose vehicle whose share capital is directly fully owned by BRHL UK Holdings Limited18F19, itself indirectly fully owned by BRHL Master UK Holdings Limited19F20 (“Holdco”).
Brookfield Renewable Holdings is ultimately indirectly controlled by Brookfield Asset Management20F21, Brookfield Corporation21F22 and their respective affiliates (“Brookfield”).
Brookfield is pursuing the transaction through Brookfield Global Transition Fund II (“BGTF II”), which is Brookfield’s flagship vehicle for investing in and facilitating the global transition to a net-zero economy and which has Brookfield Renewable Partners22F23 as cornerstone investor.
BGTF II is the successor of the inaugural Brookfield Global Transition Fund, the world’s largest private institutional investment fund dedicated specifically to investing in the transition to clean energy technologies globally.
Brookfield Renewable Partners is an affiliate of Brookfield and Brookfield’s flagship listed renewable power and sustainable solutions company. Brookfield Renewable Partners operates one of the world’s largest publicly traded renewable power and transition platforms, with a 35 GW operating asset portfolio and an approximately 200 GW development pipeline consisting of hydroelectric, wind, utility-scale solar, distributed generation and storage facilities in North America, South America, Europe and Asia.
Brookfield Renewable Partners is a longstanding owner, operator, developer and acquirer of renewable power and is increasingly focused on providing decarbonisation and energy transition as a service, helping businesses and governments globally to advance their sustainability goals. Brookfield Renewable Partners is listed on the New York Stock Exchange under the symbol BEP and the Toronto Stock Exchange under the symbol BEP.
It is specified that Temasek holds a minority interest in Holdco via its indirect wholly owned subsidiary Rosa Investments Pte. Ltd., a Singapore private limited company, having its registered office at 60B, Orchard Road, #06-18, The Atrium @Orchard, Singapore 238891 and whose Unique Entity Number is 202340014H (“Rosa Investments”), which is a shareholder of Holdco (as further described below). Incorporated in 1974, Temasek is an investment company headquartered in Singapore. Supported by 13 offices across 9 countries, Temasek owns a S$389 billion portfolio as at 31 March 2024, mainly in Singapore and the rest of Asia.
Brookfield, Temasek, Mr. Xavier Barbaro (and Cartusia) and Mr. Romain Desrousseaux are acting in concert through Brookfield Renewable Holdings towards the Company in accordance with article L. 233-10 of the French Commercial Code.
(b) Shareholders Agreement
BRHL Aggregator LP23F24 (the “Brookfield Aggregator Shareholder”, together with its affiliates who are shareholders, the “Brookfield Shareholder Group”) and Rosa Investments have agreed to enter into a shareholders agreement (the “Shareholders Agreement”) in relation to Holdco, the main terms and conditions of which are summarized below. Holdco indirectly owns 100% of the share capital and voting rights of Brookfield Renewable Holdings (subject to the reinvestment of the Managers as described in Section 1.3.2).
(iii) Governance of Holdco
Holdco is a private limited company incorporated under the laws of England. The board of directors of Holdco (“Holdco Board”) oversees the management of Holdco and its subsidiaries and has full and complete authority, power and discretion to manage and control the business affairs and properties of Holdco.
Each shareholder is entitled to appoint one member to the Holdco Board for each 10% interest in Holdco held by the shareholder.
Other than certain material actions that are classified as “Reserved Matters” (requiring the prior written approval of shareholders holding at least 75% of the shares of Holdco (or directors appointed by such shareholders)) and “Fundamental Matters” (requiring the prior written approval of shareholders holding at least 90% of the shares of Holdco (or directors appointed by such shareholders)) in the Shareholders Agreement, all matters will be decided by a simple majority vote of the Holdco Board or the shareholders, as applicable.
(iv) Transfer of Holdco securities
The Shareholders Agreement establishes the following principles with respect to the transfer of Holdco securities, subject in each case, to certain exceptions and preconditions:
Lock-up period: except for authorized transfers to affiliates, the Holdco securities are subject to a three (3) year lock-up period as from the settlement date of the last acquisition of Neoen securities by Brookfield Renewable Holdings in the context of (i) the Offer or (ii) the Squeeze-Out (as applicable), during which they cannot be transferred by any shareholder;Right of first offer: following the lock-up period, any transfer of any Holdco securities by a shareholder is subject to a right of first offer in favor of the other shareholders;Tag-along rights: if the Brookfield Shareholder Group proposes to transfer any of its Holdco securities and, as a result of this transaction, the Brookfield Shareholder Group (i) ceases to control Holdco, then the other shareholders have a full tag along right, or (ii) continues to control Holdco, then the other shareholders have a proportionate tag along right.
(v) Exit clause
Subject to certain conditions (including in terms of timing and a minimum shareholding in Holco), a shareholder can require that Holdco initiates an exit process.
1.1.2 Reasons for the Offer
Neoen was founded in 2008 and inaugurated its first solar power plant in France in 2009. Since then, Neoen has established itself as a renowned independent player in the global renewable energy sector with 10.36 GW of secured capacity and 20.3 GW of advanced pipeline. Neoen has a presence in 15 countries, including strong positions in France and Australia.
On 17 October 2018, Neoen’s shares were admitted to trading on the regulated market of Euronext Paris. After having successfully grown its development business and portfolio of renewables projects over the preceding 10 years, Neoen’s listing allowed the Group to pursue its successful growth and supported the capital-intensive nature of a scaling renewables development business.
At the end of 2023, Neoen was present in 15 countries and had approximately 8 GW of assets in operation or under construction across solar, wind and storage technologies.
Brookfield closely followed the development of Neoen. After a period of negotiation and due diligence, the Offeror made an offer to the main Company’s shareholders (including Impala24F25), following which the envisaged majority stake acquisition by Brookfield was announced on 30 May 2024 as further indicated below.
The Offeror regards Neoen as a high-quality global developer and operator, and believes that the Group would represent a complementary addition to Brookfield’s existing renewable power and transition portfolio. The Offeror believes it is uniquely positioned to assist the Company in the next stage of its growth, from a commercial and financial perspective.
Neoen’s growth is based on a strategy of geographic and technological diversification of its project portfolio, allowing it to create leading development capabilities across multiple core clean energy technologies. This has led to the Company strategically building global leadership positions in key markets while maintaining a balanced portfolio of contracted energy assets with complementary revenue profile characteristics.
As France’s leading independent producer of exclusively renewable electricity, and Australia’s overall leading renewable electricity producer, Neoen develops its own projects in-house, and arranges their contracting and financing as part of the project management process. After site commissioning, the Company operates, monitors and manages projects through their useful life.
Impala, controlled and managed by Mr. Jacques Veyrat, has been a cornerstone founder and investor of Neoen since 2008, supporting the Company’s growth over the same period.
Since 2018, Neoen has grown from 2 GW to 8 GW of assets in operation or under construction, reaching a very significant scale of operations and development. Today, the Company has the opportunity to more than double this capacity by the end of the decade, potentially reaching between 15-20 GW of assets in operation or under construction over the same time period. To execute on this opportunity set, the Company would need to deploy substantial capital at pace. In this context, the Offeror has appeared to the Selling Shareholders (as such term is defined below) as a suitable majority shareholder, already among the world leaders in renewable energy, with the global operating capability and access to scale capital necessary to provide support for this next phase of growth of the Group.
The Offeror has stated its support for the Company’s management team and ambition to continue deploying renewables projects at scale, and looks forward to partnering in growing the business to meet the increasing demand for clean power globally.
On 30 May 2024 (the “Announcement Date”), the Offeror entered into a put option agreement with Impala, the Fonds Stratégique de Participation (“FSP”)25F26, Cartusia and Mr. Xavier Barbaro (and his family members), Céleste Management SA26F27 (“Céleste”) and Mosca Animation Participations et Conseil27F28 (“Mosca”, together with Impala, the FSP, Cartusia and Mr. Xavier Barbaro (and his family members) and Céleste, the “Selling Shareholders”) to acquire approximately a 53.32% shareholding in the Company at the Offer Price per Share.
On 24 June 2024, following completion of the works council information and consultation process, and exercise of the put option by the Selling Shareholders, the Offeror, as purchaser, entered into a share purchase agreement (as amended on 19 December 2024) (the “SPA”) with the Selling Shareholders, to acquire approximately 53.12%28F29 of the Company at the Offer Price per Share (the “Block Trade Acquisition”).
On the same day, the Offeror entered into an undertaking to tender with the FPCI FONDS ETI 202029F30 (the “BPI Tender Undertaking”) pursuant to which Bpifrance, acting on behalf of FPCI FONDS ETI 2020, undertakes to tender its 6,674,470 Shares (representing at such date 4.36% of the share capital and theoretical voting rights of the Company) into the Offer.
On 27 December 2024, following satisfaction of the condition precedents provided for under the SPA (i.e., see relevant regulatory approvals referred to in Section 1.1.6), and in accordance with the terms and conditions of the SPA, the Offeror completed the Block Trade Acquisition and acquired 81,197,100 Shares from the Selling Shareholders representing 81,197,100 theoretical voting rights (i.e. 53.12% of the share capital and theoretical voting rights of the Company)30F31.
Because of the Block Trade Acquisition, the Offeror has exceeded the thresholds of 30% of the Company’s share capital and voting rights and is required to file the Offer pursuant to the provisions of Article L. 433-3, I of the French Monetary and Financial Code and Article 234-2 of the AMF General Regulation.
1.1.3 Shareholding structure of the Company’s share capital and voting rights
(c) Shareholding structure of the Company’s share capital and voting rights before the Block Trade Acquisition
On the Announcement Date, to the knowledge of the Offeror, the share capital and voting rights of the Company were as follows:
ShareholdersNumber of SharesPercentage of SharesNumber of theoretical voting rightsPercentage of theoretical voting rightsImpala64,144,52942.14%64,144,52942.14%Cartusia1,261,4850.83%1,261,4850.83%Mr. Xavier Barbaro and members of his family (directly or indirectly)780,4190.51%780,4190.51%Total concert party(1)66,186,43343.48%66,186,43343.48%FSP10,534,2266.92%10,534,2266.92%FPCI FONDS ETI 20206,674,4704.39%6,674,4704.39%Céleste3,778,0592.48%3,778,0592.48%Mosca835,9770.55%835,9770.55%Treasury shares188,3380.12%188,3380.12%Free float64,009,50142.05%64,009,50142.05%Total152,207,004100.00%152,207,004100.00% (1) The concert party results from an agreement between shareholders Impala and Cartusia, the latter being a long-term investment vehicle held by Mr. Xavier Barbaro and the members of his family. The concert has been terminated upon completion of the Block Trade Acquisition.
(d) Shareholding structure of the Company’s share capital and voting rights as of the date of the Draft Offer Document
On the date of the Draft Offer Document, to the knowledge of the Offeror, following completion of the Block Trade Acquisition, the share capital and voting rights of the Company were as follows:
ShareholdersNumber of SharesPercentage of SharesNumber of theoretical voting rightsPercentage of theoretical voting rightsBrookfield Renewable Holdings81,197,10053.12%81,197,10053.12%Aranda Investments14,3300.009%14,3300.009%Xavier Barbaro and his holding companies31F32587,2150.38%587,2150.38%Romain Desrousseaux452,3400.30%452,3400.30%Total concert82,250,98553.81%82,250,98553.81%FPCI FONDS ETI 20206,674,4704.37%6,674,4704.37%Treasury shares188,3380.12%188,3380.12%Free float63,734,98141.70%
