ENCAVIS AG announces the launch of an offering of up to approximately EUR 250 million perpetual subordinated bonds with conversion rights into ordinary bearer shares of the Company

Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014
November 17, 2021 Ad hoc News

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THIS ANNOUNCEMENT MAY NOT BE PUBLISHED, DISTRIBUTED OR TRANSMITTED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS), AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE SUCH ANNOUNCEMENT COULD BE UNLAWFUL. THE DISTRIBUTION OF THIS ANNOUNCEMENT MAY BE RESTRICTED BY LAW IN CERTAIN JURISDICTIONS AND PERSONS WHO ARE IN POSSESSION OF THIS DOCUMENT OR OTHER INFORMATION REFERRED TO HEREIN SHOULD INFORM THEMSELVES ABOUT AND OBSERVE ANY SUCH RESTRICTIONS. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF ANY SUCH JURISDICTION.

ENCAVIS AG announces the launch of an offering of up to approximately EUR 250 million perpetual subordinated bonds with conversion rights into ordinary bearer shares of the Company

Hamburg, November 17, 2021 - The Management Board of the SDAX constituent Hamburg-based wind and solar park operator ENCAVIS AG ("Encavis" or the "Company") resolved today, with the approval of the Supervisory Board of the Company, to launch an offering (the "Offering") of up to approximately EUR 250 million perpetual subordinated bonds with the right to convert into ordinary bearer shares in the Company excluding shareholders' subscription rights (the "Subordinated Convertible Bonds"). The issuer of the Subordinated Convertible Bonds is Encavis Finance B.V., a wholly owned subsidiary of Encavis, registered in the Netherlands (the "Issuer"). The Subordinated Convertible Bonds will be guaranteed by Encavis, with the payment obligations under the guarantee being subordinated. The bonds entitle the bondholders to convert them into new ordinary bearer shares of the Company from either conditional capital or authorised capital of the Company.

About Encavis AG:
Encavis AG (Prime Standard; ISIN: DE0006095003; ticker symbol: ECV) is a producer of electricity from renewable energies listed on the SDAX of Deutsche Börse AG. As one of the leading independent power producers (IPP), Encavis acquires and operates solar parks and (onshore) wind farms in ten European countries. The plants for sustainable energy production generate stable yields through guaranteed feed-in tariffs (FIT) or long-term power purchase agreements (PPA). The Encavis Group's total generation capacity currently adds up to more than 3.0 gigawatts (GW), which corresponds to a total saving of 1.31 million tonnes of CO₂ per year. Within the Encavis Group, Encavis Asset Management AG offers fund services to institutional investors.

Encavis is a signatory of the UN Global Compact as well as of the UN PRI network. Encavis AG's environmental, social and governance performance has been awarded by two of the world's leading ESG rating agencies. MSCI ESG Ratings awarded the corporate ESG performance with "AA" and ISS ESG with their "Prime" label.

Additional information can be found on www.encavis.com

Contact:
Encavis AG
Jörg Peters
Head of Corporate Communications & Investor Relations
Tel.: + 49 40 37 85 62 242
E-Mail: ir@encavis.com

DISCLAIMER

This announcement may not be published, distributed or transmitted, directly or indirectly, in the United States of America (including its territories and possessions), Australia, Japan, South Africa or any other jurisdiction where such announcement could be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons who are in possession of this document or other information referred to herein should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement does not constitute an offer of, or a solicitation of an offer to purchase, securities of the Company or of any of its subsidiaries in the United States of America, Germany or any other jurisdiction. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, an offer in any jurisdiction. The securities offered will not be and have not been registered under the U.S. Securities Act of 1933, as amended and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements under the Securities Act.

In the United Kingdom, this announcement is only directed at persons who (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") or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc. (all such persons together being referred to as "Relevant Persons")). This document must not be acted on, or relied upon, by persons who are not 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.

In member states of the European Economic Area the placement of securities described in this announcement is directed exclusively at persons who are "qualified investors" within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (Prospectus Regulation).

Manufacturer Target Market (MiFID II product governance) is Eligible Counterparties and Professional Clients only (all distribution channels). No PRIIPS Key Information Document (KID) and no UK PRIIPS KID has been prepared as the Subordinated Convertible Bonds will not be available to retail investors in the EEA, the UK or elsewhere.

In Canada, offering and sales may only be made to institutional investors who are both Accredited Investors and Permitted Clients in Ontario, Québec, British Columbia or Alberta.

No action has been taken that would permit an offering or an acquisition of the securities or a distribution of this announcement in any jurisdiction where such action would be unlawful. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.

This announcement does not constitute a recommendation concerning the placement. Investors should consult a professional advisor as to the suitability of the placement for the person concerned.

This release may contain forward looking statements, estimates, opinions and projections with respect to anticipated future performance of the Company ("forward-looking statements"). These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes," "estimates," "anticipates," "expects," "intends," "may," "will" or "should" or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. Forward-looking statements are based on the current views, expectations and assumptions of the management of the Company and involve significant known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. Forward-looking statements should not be read as guarantees of future performance or results and will not necessarily be accurate indications of whether or not such results will be achieved.