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This publication is not a prospectus and not an offer to purchase securities or for the sale of securities within a jurisdiction or into a jurisdiction, including the United States of America (including its territories and possessions, any state of the United States of America and the District of Columbia), Canada, Japan or Australia or in any other jurisdiction in which offers or sales are prohibited by applicable law.


PRESS RELEASE
 

Expansion and strengthening of the existing finance structures of ENCAVIS AG will be used for organic growth opportunities in huge solar park projects in Western Europe, the strategic portfolio expansion and to diversify the regional wind risk. Encavis AG today announces the launch of an offering of new bonds in an aggregate principal amount of up to EUR 53 million to tap the hybrid convertible bond issued by Encavis Finance B.V. in 2017
 

Hamburg, September 4, 2019 - The management board of the SDAX listed Hamburg based solar and wind park operator Encavis AG (the "Company") resolved today, with the approval of the supervisory board, to launch a tap offering of its outstanding perpetual subordinated bonds with time limited conversion rights into ordinary bearer shares of the Company in the aggregate principal amount of EUR 97.3 million issued by its wholly owned subsidiary Encavis Finance B.V. on September 13, 2017 (the "Original Bonds") by issuing new bonds in an aggregate principal amount of up to EUR 53 million (the "New Bonds"). The total aggregate principal amount of the hybrid convertible bond will thereby increase to up to EUR 150.3 million. As of the settlement date the New Bonds will be consolidated with the Original Bonds and form a single issue (Gesamtemission) under the existing ISIN DE000A19NPE8. The New Bonds will be issued without subscription rights at an issue price to be determined by a book building process. The book building will start immediately. The final issue price of the New Bonds is expected to be announced tomorrow prior to market opening.

The proceeds of the issuance of the New Bonds will be used by Encavis AG to finance new investments in solar and wind parks, the portfolio expansion as well as for general corporate purposes and can be accounted for as "equity" under the International Financial Reporting Standards (IFRS).

The issuer of the New Bonds is Encavis Finance B.V., a wholly owned subsidiary of Encavis AG registered in the Netherlands.

The settlement date for the offering is expected to be on September 13, 2019. Inclusion of the New Bonds to the listing of the Original Bonds on the Open Market segment (Freiverkehr) of the Frankfurt Stock Exchange is expected to take place on the same day

The New Bonds will be placed only with institutional investors in selected European countries in compliance with Regulation S of the U.S. Securities Act of 1933, as amended, by way of a private placement.

Jefferies International Ltd. acts as Sole Global Coordinator and Sole Bookrunner on the transaction.


About Encavis AG:
Encavis AG (Prime Standard; ISIN: DE0006095003 / WKN: 609500) is a producer of electricity from renewable sources listed in the SDAX of Deutsche Börse. As one of the leading Independent Power Producers (IPPs), Encavis acquires and operates solar parks and (onshore) wind farms in ten European countries. The plants for sustainable energy generation generate stable returns through guaranteed feed-in tariffs (FIT) or long-term purchase agreements (PPAs). Within the Encavis Group, Encavis Asset Management AG specialises in the area of institutional investors. Encavis Technical Services GmbH is the Group"s own service unit for the technical management of solar parks.

Further information on the company can be found at www.encavis.com

Contact:
Encavis AG
Jörg Peters
Head of Investor Relations & Public Relations
Tel.: + 49 (0)40 37 85 62-242
Fax: + 49 (0)40 37 85 62-129
E-Mail: joerg.peters@encavis.com

NOTICES

This publication may contain forward looking statements, estimates, opinions and projections with respect to anticipated future performance of Encavis AG (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. Any forward-looking statements included herein only speak as at the date of this publication. The Company does not undertake any obligation, and does not expect to publicly update, or publicly revise, any of the information, forward-looking statements or the conclusions contained herein or to reflect new events or circumstances or to correct any inaccuracies which may become apparent subsequent to the date hereof, whether as a result of new information, future events or otherwise. The Company does not accept any liability whatsoever in respect of the achievement of such forward-looking statements and assumptions.

This publication and any materials distributed in connection with this publication are not directed to or intended for distribution to or use by, any person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation or which would require any registration or licensing within such jurisdiction.

This publication is neither an advertisement nor a prospectus and should not be relied upon in making any investment decision to purchase, subscribe for or otherwise acquire any securities. The information and opinions contained in this publication are provided as at the date of this publication, are subject to change without notice and do not purport to contain all information that may be required to evaluate the Company. No reliance may or should be placed for any purpose whatsoever on the information contained in this publication, or any other information discussed verbally, or on its completeness, accuracy or fairness.

MiFID II professionals/ECPs-only/No PRIIPs KID

Manufacturer target market (MiFID II product governance) is eligible counterparties and professional clients only (all distribution channels).

No PRIIPs key information document (KID) has been prepared as not available to retail in the EEA.

This publication constitutes neither an offer to sell nor a solicitation to buy securities. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or with the securities regulators of the individual states of the United States. The securities may not be offered, sold or delivered, directly or indirectly, in or into the United States except pursuant to an exemption from the registration and reporting requirements of the United States legal regulations. The Company does not intend to register its securities under the Securities Act or to conduct a public offering of securities in the United States.

In the United Kingdom, this publication is only being distributed to and 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 publication is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this publication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

Neither the Sole Bookrunner nor any of its respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the issuer and the Company any of their subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

The Sole Bookrunner is acting exclusively for the issuer and the Company and no one else in connection with the offering. It will not regard any other person as its respective clients in relation to the offering and will not be responsible to anyone other than the issuer and the Company for providing the protections afforded to its clients, nor for providing advice in relation to the offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

In connection with the offering, the Sole Bookrunner and any of its affiliates, acting as investors for their own accounts, may subscribe for or purchase bonds of the Issuer and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such bonds and other securities of the issuer and the Company or related investments in connection with this offering or otherwise. The Sole Bookrunner does not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.