- Acquisition of Dutch portfolio of six solar plants with long-term public support mechanism
- Portfolio to grow to a total of approximately 166 MW, approximately 99 MW of which are to be acquired in 2021
- EU taxonomy alignment assessment conducted
- Financing of acquisition secured
- Potential near-term capital increase is being prepared
Gruenwald, November 8, 2021 – Pacifico Renewables Yield AG (ISIN: DE000A2YN371) (the “Company”), an independent producer of electricity from renewable sources, yesterday signed a purchase agreement to acquire a portfolio of six ground-mounted and rooftop solar plants located in the Netherlands with an expected total installed capacity of approximately 10 MW from a Dutch development and EPC company.
Portfolio to reach approximately 166 MW
The portfolio comprises a total of six solar plants, of which five have already been operational for approximately two years. All plants benefit or are expected to benefit from a capacity-weighted remaining public support mechanism of roughly 14 years. Once the transaction is closed, the Company’s portfolio will grow to approximately 166 MW, approximately 99 MW of which relate to acquisitions closed in 2021.
Christoph Strasser, Co-CEO: “By signing the third acquisition in less than one month and by acquiring a total of approximately 99 MW in 2021, this deal yet again demonstrates our ability to execute transactions efficiently and our capability to further pursue our continuous and ambitious growth path.”
The solar park is currently still under construction and is expected to be completed in the first half of 2022. Once this solar park is fully operational, the annual electricity production of the portfolio is expected to be approximately 8.2 GWh which would result in revenues of roughly €0.9 million p.a. over the next years of which a large portion are subsidy-backed. The parties agreed on an enterprise value of approximately €8 million, including competitive senior project financing. Part of the purchase price payment is deferred and subject, among other things, to successful completion of the construction process.
As part of the Company’s due diligence, the alignment of the project with the technical screening criteria, do no significant harm criteria and minimum social safeguards of the EU taxonomy was assessed internally on a best-efforts basis. The Company’s internal assessment concluded that the project aligns with the EU taxonomy.
Financing of acquisition secured
To finance the closing of this acquisition, the Company will utilize existing liquidity, reinvest cash flows from its operating portfolio and use its revolving credit facility, which will be increased to approximately €17.7 million. A part of the existing liquidity designated for this acquisition was originally intended to be used for certain unfinished development projects in the Netherlands with a planned initial capacity of 13.7 MW. The management board has decided to discontinue these unfinished development projects in order to make most efficient use of the capital.
The sale and purchase agreement is subject to various closing conditions. The Company’s strategic partner, Pacifico Energy Partners GmbH, acted as broker on this acquisition.
Dr. Martin Siddiqui, Co-CEO: “We were able to finance portfolio additions with a total capacity of almost 40 MW this year exclusively with existing liquidity, cash flows from our operating portfolio and our flexible revolving credit facility. This evidences our commitment to adhere to one of our key strategic principles of using cash flows from our operating portfolio and debt as efficient as possible. Given our 400 MW growth target by 2023 and the expansion of our pipeline this year, intelligent funding will remain key for us going forward.”
Potential near-term capital increase in preparation
Additionally, the Company today announced it is currently preparing for a capital increase of up to 10% without subscription rights and additionally, subject to very strong investor demand, a potential rights offering on the basis of a securities information document (Wertpapierinformationsblatt) from the Company’s authorized capital 2021. Subject to market conditions, the Company is considering issuing new shares, particularly to finance the purchase price related to the previously announced acquisition of three wind parks in Poland (51.8 MW), to finance further opportunistic acquisitions as well as to partly refinance the amount currently drawn under the Company’s revolving credit facility. The majority shareholder of the company, Pelion Green Future Alpha GmbH, intends to support the envisaged capital increase with a substantial amount. Apart from concrete preparations, the management board and supervisory board have not yet made a decision on the exact structure, size, and timing of such a potential capital increase. In evaluating the options to conduct a capital increase, the Company is being advised by banks to arrange and conduct meetings with potential investors in the days ahead.
About Pacifico Renewables Yield AG
Pacifico Renewables Yield AG is an independent power producer listed on the open market of the Dusseldorf Stock Exchange with additional requirements (Primärmarkt) (ISIN: DE000A2YN371) with the aim of building up a gradually growing portfolio of plants for energy generation from renewable sources. With operational wind and photovoltaic power plants spread across Europe, the Company offers a clear and diversified profile with stable and predictable earnings.
This announcement may not be published, distributed or transmitted, directly or indirectly, in the United States of America (including its territories and possessions), Canada, Japan or Australia 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 Pacifico Renewables Yield AG or of any of its subsidiaries. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Any public offer would be made solely by means of, and on the basis of, a securities information document (Wertpapierinformationsblatt) which would be published. An investment decision regarding publicly offered securities of Pacifico Renewables Yield AG should only be made on the basis of the securities information document (Wertpapierinformationsblatt). The securities information document (Wertpapierinformationsblatt) would be published promptly upon approval by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) and would be available free of charge on Pacifico Renewables Yield AG’s website (www.pacifico-renewables.com).
If no public offer were to be made, the securities would not be intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA or the United Kingdom. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU, as amended (“MiFID II”); (ii) a customer within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129, as amended (the “Prospectus Regulation”) and the Prospectus Regulation as it forms part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018. Consequently, no key information document required by Regulation (EU) No 1286/2014, as amended (the “PRIIPs Regulation”) or UK PRIIPs key information document (KID), for offering or selling the securities or otherwise making them available to retail investors in the EEA or in the United Kingdom would be prepared and therefore offering or selling the securities or otherwise making them available to any retail investor in the EEA or the United Kingdom would be unlawful.
The securities offered will not be and have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) 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. In the United Kingdom, 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 other than Germany, any placement of securities would be directed exclusively at persons who are “qualified investors” within the meaning of Article 2(e) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (Prospectus Regulation).
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 an investment in shares of the company. Investors should consult a professional advisor as to the suitability of the shares of the company for the person concerned.
This press release may contain certain forward-looking statements, estimates, opinions, and forecasts concerning the future business situation, earnings situation, and results of Pacifico Renewables Yield AG (“forward-looking statements”). Forward-looking statements can be identified by words such as “believe”, “estimate”, “anticipate”, “expect”, “intend”, “will”, or “should” and their negation and similar variations or comparable terminology. Forward-looking statements include all matters that are not historical facts. Forward-looking statements are based on the current opinions, forecasts and assumptions of the management board of Pacifico Renewables Yield AG and involve significant known and unknown risks and uncertainties, therefore actual results, performance and events may differ materially from those expressed or implied by forward-looking statements. Forward-looking statements contained herein should not be construed as guarantees of future performance or results and are not necessarily reliable indicators of whether or not such results will be achieved. The forward-looking statements contained in this release are only valid on the date of this publication. Pacifico Renewables Yield AG will not update the information, forward-looking statements or conclusions contained in this release in light of subsequent events or circumstances, nor will it reflect subsequent events or circumstances or correct inaccuracies that arise after the date of this release as a result of new information, future developments or otherwise, and the company does not assume any obligation to do so. The company does not assume any responsibility whatsoever that the forward- looking statements or assumptions contained herein will occur.
 Regulation (EU) 2020/852 of the European Parliament and of the Council of 18 June 2020 on the establishment of a framework to facilitate sustainable investment. The technical screening criteria are laid out in the technical annex to the respective EU Taxonomy report.