Theolia: Successfull capital increase
The capital increase through a rights offering announced by THEOLIA on June 24, 2010 has been fully subscribed, assuring gross proceeds of 60,463,059 euros.
This success represents for THEOLIA, its shareholders and its bondholders, a fundamental step that completes the financial restructuring of the Company.
The total demand amounted to 60,468,866 euros. 60,468,866 new THEOLIA ordinary shares, of which 49,555,218 ordinary shares on an irreducible basis (“à titre irréductible”) and 10,913,648 ordinary shares on a reducible basis (“à titre réductible”), were subscribed at a price of 1 euro per share in the context of the subscription period for the capital increase that ended on July 7, 2010.
The settlement date as well as the listing of the new shares on Euronext Paris (code ISIN: FR0000184814) will occur on July 20, 2010. The new shares will be fungible with the existing shares. Following this transaction and before conversion of OCEANEs (convertible bonds), THEOLIA’s capital will comprise 100,771,766 shares.
Changes in terms of the OCEANEs (convertible bonds)
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 will become effective upon settlement of the capital increase on July 20, 2010, except the change in the ratio for conversion of the OCEANEs into shares which will become effective on July 21, 2010.
In particular, and still subject to the settlement of the capital increase on July 20, 2010, 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, or 20.4 million euros in all, to which will be added the interest due on this amount, 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) will terminate upon settlement of the capital increase 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.
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.
Edward F. McDonnell
Tel: +33 (0)4 42 906 594
Tel: + 33 (0)6 09 04 80 11