Tion Renewables AG
Pacifico Renewables Yield AG and clearvise enter into memorandum of understanding; Pacifico acquires 21.9%-stake in clearvise through contribution in kind

Pacifico Renewables Yield AG and clearvise enter into memorandum of understanding; Pacifico acquires 21.9%-stake in clearvise through contribution in kind

Gruenwald (13 July 2022/23:00) – Pacifico Renewables Yield AG (the “Company”, ISIN: DE000A2YN371, Duesseldorf Stock Exchange: PRY) has today entered into a non-binding memorandum of understanding (“MoU”) with clearvise AG, Wiesbaden, (“clearvise”) regarding the acquisition of a first stake of the Company in clearvise and the subsequent increase of this shareholding via a contribution in kind of the Company’s existing portfolio of solar and wind parks into clearvise against additional shares and cash in a second step.

Within the scope of the MoU, the Executive Board of the Company today resolved, with the consent of the Supervisory Board, to acquire an initial total stake of approximately 21.9% in clearvise from its anchor shareholder, Pelion Green Future Alpha GmbH (“Pelion”), and to implement a contribution in kind for this purpose, making partial use of the authorised capital and excluding shareholders’ subscription rights at an exchange ratio based on volume-weighted average prices of 13.56 clearvise shares per share in the Company. A fairness opinion of a Big Four accounting firm has confirmed the financial appropriateness of the exchange ratio (within the meaning of IDW S 8). As a result of the contribution of the clearvise shares, the Company will become the largest shareholder of clearvise. The Company may agree with individual institutional investors holding shares in both companies that they contribute their clearvise shares against shares in the Company on the same terms as Pelion; a public takeover offer to all shareholders of clearvise will not be made and is not planned in the future. Taking into account the possible agreements with further institutional shareholders, the share capital of the Company will be increased from € 3,721,042.00 by up to 1,430,000.00 € to up to 5,151,042.00 € by issuing up to 1,430,000 new no-par value bearer shares against contribution of the clearvise shares.

Subject to the conclusion of a binding agreement, further market development and the approval of their competent committees (including the general meetings of both companies), the parties to the MoU aim in a second step to contribute the Company’s existing wind and solar portfolio to clearvise in exchange for new clearvise shares to be created and a cash component to be paid to the Company. Subsequently, the Company is intended to be the largest shareholder in clearvise, holding approximately 40% in the long term; the acquisition of a majority stake or a change in clearvise’s existing open market listing is not intended. However, the MoU provides for an appropriate representation of the Company in the Supervisory Board of clearvise.

The transaction is part of an intended strategic development of the Company’s business model. Through this, it is intended to develop into a company that benefits from the broad opportunities of the energy transition beyond the direct generation of electricity: (i) As a first initiative, the Company and clearvise shall join forces, the acquisition of stake in clearvise from Pelion being the first step of this initiative. Upon completion of this initiative, the Company aims to hold significant and controlling stakes in operational energy generation assets in the utility-scale onshore wind and solar PV sectors in Europe only indirectly as part of its business model through its financial interest in clearvise. (ii) Going forward, the Company intends to focus on other areas of the energy transition, such as battery storage facilities. (iii) As a third initiative, the Company is exploring offering customised solutions for institutional investors in the future in order to channel more institutional capital into the energy transition.
 

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