Elia Group SA/NV - Capital increase with preferential subscription right
Investing in shares and trading in preferential subscription rights involves significant risks. Before investing in the offered shares or trading in preferential subscription rights, investors are invited to read all the information provided in the Prospectus approved by the FSMA and available on the website (www.eliagroup.eu/offering), and in particular the risk factors described therein (see section “Risk factors” starting on Prospectus p.24). Specifically, potential investors should be aware that the Group is subject to an extensive set of regulations and its income is in large part dependent on the applicable tariff methodology in its core markets, which is subject to potential changes and periodic revisions. In addition, failure by the Group to maintain a balance between energy demand and supply on the grid may lead to Load Shedding and have significant adverse consequences. Moreover, a downgrade in the Company’s, ETB’s and/or Eurogrid’s credit rating could affect their ability to access capital markets and impact their financial position. Investors must be able to bear the economic risk of such an investment or trade and to suffer a total or partial loss of their investment. Furthermore, investors are referred to a selection of key risks below that, alone or in combination with other events or circumstances, could have a material adverse effect on the Company’s business, financial condition, results of operations and prospects. Investors must be able to bear the economic risk of such an investment or trade and to suffer a total or partial loss of their investment. Any decision to invest in the new shares, trading of preferential subscription rights or purchasing of scrips within the scope of the transaction must be based on all the information provided in the Prospectus.
Elia Group (“Elia” or the “Group”) has decided to effect a capital increase in cash with an extra-legal preferential rights, totalling 590.1 million EUR.
With its two regulated transmission system operating companies (Elia Transmission Belgium (“ETB”) in Belgium and “50Hertz” in Germany), Elia Group operates 19,192 km of high-voltage connections serving 30 million end users with electricity and operating multiple interconnections with neighbouring European countries and the UK. The Group is active in four core activities: (i) Grid management, ETB and 50Hertz prepare to deliver the infrastructure of the future by developing, building and maintaining the transmission grids according to long term needs, investing significantly in the integration of renewable energy, the development of an offshore high-voltage grid and the construction of interconnectors to facility the integration of the European energy market, (ii) System operations, Elia Group maintains the balance of the system to ensure a reliable supply and efficient operational management of the grids by monitoring the electricity system in real time, (iii) Market facilitation, Elia Group is part of the European integrated markets and plays a role to facilitate the integration of the European energy market by developing services and mechanisms allowing the market to trade on different platforms, which fosters economic and (iv) Trusteeship, the legal responsibility for coordinating and processing national levy systems that promote the integration of RES into the energy system lie with ETB in Belgium and 50Hertz in Germany.
If the Offering is fully subscribed, the net proceeds of the Offering are to be used primarily as follows: (i) EUR 300 million: to finance the regulated activities in Belgium, mainly the realization of the Capex program (via an increase of the equity portion in ETB) in accordance with the gearing ratio defined in the regulatory framework applicable in Belgium, (ii) EUR 200 million: to finance the regulated activities, primarily the execution of the capex program in Germany (via increase of equity portion in Eurogrid GmbH, holding company above 50Hertz) to strengthen the balance sheet and (iii) the remaining portion of the proceeds from the Offering will be used for general corporate purposes of the Company. The Company has the right to proceed with a capital increase for a reduced amount. No minimum amount has been set for the Offering.
The capital increase with preferential subscription right offers shareholders the possibility to expand their investment in Elia, in proportion to their preferential subscription rights allocated to them, at a subscription price of 124.50 EUR per share.
The key modalities of the capital increase are as follows:
|Subscription period||from 16 June 2022 to 23 June 2022, 16h00 CET|
|Subscription ratio||2 new Elia shares (ISIN BE0003822393) for 29 subscription rights|
|Issue price||EUR 124,50 per new share. (For your information, the Elia share's closing price on 14 June 2022 was 143.00 EUR)|
|Practical||For each share held on 15 June 2022, after closing of Euronext Brussels, you have been allocated 1 preferential subscription right (represented by coupon nr. 20). Each group of 29 preferential subscription rights entitles you to subscribe for 2 new shares|
|Ex-coupon date||16 June 2022|
|Payment date||23 June 2022 voor registered shares
28 June 2022 voor dematerialised shares
The new shares are entitled to dividends (if there is profit to be appropriated) for the entire fiscal year that started on 1 January 2022 and are subject to Belgian law.
The preferential subscription rights may be traded on the regulated market during the entire subscription period. If you do not have at least 29 coupons No. 20 or a multiple thereof, you can buy additional preferential subscription rights on Euronext Brussels during the subscription period.
The English version of the Prospectus and the information therein incorporated by reference, was approved by the Financial Services Market Authority (FSMA) on 14 June 2022 (the "Prospectus") as available on the website (https://www.fsma.be/nl/prospectus-iii-ems). The approval of the prospectus by the FSMA should not be understood as an endorsement of the securities offered or admitted to trading on a regulated market. The Prospectus is also available in French and Dutch. Not for release, publication or distribution, directly or indirectly, in the United States of America, Canada, Australia, Japan, South Africa or any other jurisdiction where it would be prohibited by applicable law.
The Prospectus and the summary thereof will also be made available on Elia's website (www.eliagroup.eu/offering), as well as on demand and free of charge at the registered office of the Company, Boulevard de l'Empereur 20, 1000 Brussels.
The contacts of KBC are at your disposal for additional information. You can reach them on +32 78 353 137 (ENG) from Monday to Friday from 8 a.m. CET to 10 p.m. CET.
Selection of key risks
Key risks specific to the issuer
The following is a selection of key risks that, alone or in combination with other events or circumstances, could have a material adverse effect on the Company’s business, financial condition, results of operations and prospects. In general, the Company is subject to three categories of risks:
(i) Risks related to the regulatory environment in which the Group operates:
- The Group is subject to an extensive set of regulations and its income is in large part dependent on the applicable tariff methodology in its core markets, which is subject to potential changes and periodic revisions;
- The TSO permits and certifications which are necessary for the Group’s operations may be revoked or modified; and
- Through its two TSOs, the Group is subject to certain trustee obligations which may negatively impact its working capital.
(ii) Risks related to the activities of the Group and the continuity of supply:
- Failure by the Group to maintain a balance between energy demand and supply on the grid may lead to Load Shedding and have significant adverse consequences;
- The Group’s reputation may be damaged in various circumstances, including in case of a shortage of energy supply or as a result of a slower than expected energy transition;
- The Group’s future profit will in part depend on its ability to realize its contemplated projects and organic growth (capex contributing to the RAB) which, in turn, depends on its ability to obtain the necessary permits without incurring significant costs and/or delays;
- The Group depends on a limited number of suppliers and their ability to deliver good quality infrastructure works in a timely manner;
- Contingency events and business continuity disruptions, including as a result of acts of terrorism or sabotage, may adversely affect the Group’s results of operation;
- Failure of information and communication technology (ICT), cyber-attacks, data security and protection issues may adversely affect the Group’s results of operation; and
- The Group is subject to environmental and zoning laws, as well as increased public expectations and concerns, which may impair its ability to obtain relevant permits and realize its anticipated investment program or result in additional costs.
(iii) Financële en andere risico's
- A downgrade in the Company’s, ETB’s and/or Eurogrid’s credit rating could affect their ability to access capital markets and impact their financial position; and
- Various circumstances could affect the ability of the Company to pay out dividends or meet the objectives of its dividend policy.
Key risks that are specific to the new shares, preferential rights and scrips
- The market price of the Company’s shares may be volatile and may decline below the Issue Price;
- The capital increase may be lower than the contemplated Issue Amount if the Offering is not fully subscribed and no minimum amount has been set for the Offering; and
- Certain significant shareholders of the Company after the Offering may have interests that differ from those of the Company and may be able to control the Company, including the outcome of shareholder votes.