Theolia: Capital increase completed

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Following its fully subscribed capital increase through a rights offering, THEOLIA has issued today issued 60,463,059 new shares.

These 60,463,059 new THEOLIA ordinary shares were subscribed at a price of 1 euro per share, of which 49,555,218 on an irreducible basis (“à titre irréductible”) and 10,907,841 on a reducible basis (“à titre réductible”), in the context of the subscription period for the capital increase that ended on July 7, 2010. As a result, the conditional subscription commitments by the two guarantors, Boussard & Gavaudan Asset Management L.P. and Stiching Pensioenfonds ABP, were not implemented.

The settlement, delivery as well as the listing of the new shares on Euronext Paris (code ISIN: FR0000184814) occurred today July 20, 2010. The new shares are fungible with the existing shares. Following this transaction and before conversion of OCEANEs (convertible bonds), THEOLIA’s capital now comprises 100,771,766 shares.

Reminder of changes in terms of the OCEANEs (convertible bonds)

As previously announced the changes in the terms of the OCEANEs approved by THEOLIA’s bondholders’ general meeting on February 18, 2010 and by the shareholders’ meeting on March 19, 2010 became effective today upon settlement of the capital increase. Only the change in the ratio for conversion of the OCEANEs into shares will become effective on July 21, 2010.

In particular, the new terms of the OCEANEs dependant on the amount of the capital increase will be the following:

    * the amount of the partial early reimbursement of the OCEANEs will amount to 1.77 euros per OCEANE (plus 0.02 euro of interest due), or 20.4 million euros in all (plus 230,769 euros of interest due), noting that this reimbursement will be made by the intermediary of Société Générale, paying agent for the OCEANEs, on July 22, 2010;
    * the buyback price of the OCEANEs as of January 1, 2015 will be 15.29 euros per bond, which represents 176,423,084 euros in the event that all bondholders exercise their buyback options; and
    * the new ratio for conversion to shares (number of shares allowed for each OCEANE upon conversion or exchange) is set at 8.64 until the 7th business day preceding December 31, 2013, specifying that as indicated below this new conversion ratio for the OCEANEs will become effective on July 21, 2010.

The suspension of the right of share allocation linked to the OCEANEs (which was effective since May 24, 2010) has terminated today and the right to access shares will thus be able to be exercised by the convertible bondholders from July 21, 2010, on the basis of the new ratio of share attribution.

Bondholders should be aware that if they request conversion or exchange of their OCEANEs for shares on July 21, 2010, they will not be able to receive the partial reimbursement amount of 1.77 euros per OCEANE (plus 0.02 euro of interest due), which will be paid out to holders of OCEANEs on July 22, 2010 on the basis of securities held on July 21, 2010 at the close of the market.

Next financial publication

THEOLIA will publish its second quarter revenue on July 29, 2010 after the market close.

THEOLIA is an independent international developer and operator of wind energy projects. THEOLIA is active primarily in France, Germany and Italy, and also in India, Brazil and Morocco. THEOLIA trades on the compartment B of Euronext Paris, regulated market of NYSE Euronext, under the symbol TEO. The THEOLIA stock is part of the CAC Small 90 index.

For more information
Edward F. McDonnell
Investor Relations
Tel: +33 (0)4 42 906 594
[email protected]
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