Premier Energy announces publication of prospectus and start of offer period

Premier Energy, one of the largest renewable energy players in Romania and the Republic of Moldova, announces the approval by the Romanian Financial Supervisory Authority and the publication of the prospectus for the initial public offering of its ordinary shares and for the admission of the shares to trading on the Bucharest Stock Exchange.

Premier Energy also announces that the offer period for the shares will commence on 8 May 2024, and is expected to end on 15 May 2024.

 Offering highlights

• The indicative price range for the Offering has been set at between RON 19.00 and RON 21.50 per Offer Share (“the Offer Price Range”).

• The Offering comprises an offering of up to 35,937,859 Offer Shares: (i) up to 25,000,250 New Shares offered for subscription by the Company and (ii) up to 6,250,063 Existing Shares offered for sale by its main shareholder EMMA Alpha Holding Ltd (“EMMA Capital”, “the Selling Shareholder”) (together “the Base Shares”), and a maximum number of 4,687,546 Over-Allotment Shares provided by EMMA Capital.
• In addition, upon the recommendation of, and in consultation with, the Joint Global Coordinators, the Company and the Selling Shareholder may jointly decide to increase the number of Offer Shares by up to 20% of the number of Base Shares, representing up to 6,250,063 Upsize Shares, out of which additional New Shares will be 80% and additional Existing Shares will be 20%. Following the completion of the IPO, EMMA Capital will continue to hold the majority of shares in Premier Energy Group.

• The Offering will consist of a public offering to retail and institutional investors in Romania and an offering to eligible international institutional investors. The Offering is split into two Offering Tranches as follows: (i) 20% of the Offer Shares will be initially offered to retail investors; and (ii) the remaining Offer Shares will be initially offered to institutional investors.

• The Offer Period will commence on 8 May 2024 and is expected to end on 15 May 2024. The Offer Price and the exact number of Offer Shares to be sold will be determined following the bookbuilding process during the Offer Period and are expected to be announced on or around 16 May 2024. Settlement is expected to take place on or around 20 May 2024. The Admission and start of trading on the BSE are expected to take place on or around 27 May 2024. The Shares are expected to be traded under the symbol “PE”.

• Retail investors are entitled to a discount of 5% of the Final Offer Price (the “Discounted Final Offer Price”) for applications validly submitted in the first three business days of the Offer Period (i.e., until and including 10 May 2024). Offer Shares which are subscribed for by retail investors starting with 11 May 2024 will be sold to retail investors at the Final Offer Price.

• Retail investors can subscribe through BT Capital Partners, and at Banca Transilvania and Alpha Bank branches, as well as through eligible participants from the list published on the website of BSE. Further information is available on the websites of the respective banks.

• The Company will use the proceeds of the Offering for acquiring renewable energy assets in Romania and Moldova, as well as for capital expenditure on the development of renewable energy production assets. The Company intends to pay out 30% – 70% of its consolidated annual net profit in dividends.

• Lock-up arrangements will apply, as customary, to both the Company (360 days) and EMMA Capital (180 days). In addition, there will be a lock-up of two years for Premier Energy’s CEO, Mr Jose Garza, and CFO, Mr Petr Stohr, who intend to subscribe in the Offering.

• The Prospectus has been approved by the FSA and is available on Premier Energy’s and BSE’s websites www.premierenergygroup.eu and www.bvb.ro. Copies of the Prospectus can be obtained upon request during normal business hours on any weekday at the Company’s offices in Bucharest: 4 Vasile Alecsandri Street, District 1, Bucharest.

• Citigroup, UniCredit Bank GmbH (Milan Branch), and WOOD & Company are acting as Joint Global Coordinators in connection with the Offering. Alpha Bank Romania S.A. and BT Capital Partners S.A. are acting as Joint Bookrunners. STJ Advisors is acting as Financial Adviser to the Company in connection with the Offering. UniCredit S.p.A. is also acting as ESG adviser to the Company in connection with the Offering.

Jose Garza, Chief Executive Officer of Premier Energy Group, commented:

“In the past few weeks Premier Energy’s attractive equity story appears to have been well-received amongst potential investors and we are now very much looking forward to meeting with them over the coming days. For both Romanian and international investors, Premier Energy offers access to an energy-transition investment opportunity in markets with considerable growth potential, and to a financially strong company with ambitious renewable energy plans, a generous dividend policy, and a solid ESG angle.”