Communiqués

The capital increase maintaining the preferential subscription right, launched by THEOLIA on November 12, 2014, has been fully subscribed.

Further to the end of the subscription period on November 25, 2014 after market and to the end of the centralization period, total requests amounted to 167,559,268 shares associated with stock warrants, distributed as follows:

• 108,912,510 shares associated with stock warrants were subscribed on an irrevocable basis, representing 91.1% of the shares associated with stock warrants to be issued; and

• 58,646,758 shares associated with stock warrants were requested on a revocable basis. These requests will only be met up to 10,634,542 shares associated with stock warrants after distribution.

Overall, 119,547,052 shares associated with stock warrants were subscribed at the unit price of 0.50 euro, representing gross proceeds of 59,773,526 euros.

Fady Khallouf, the Company's CEO, said:

“The successful completion of our capital increase, which benefited from a strong mobilization, shows the confidence of investors, existing and new shareholders, towards THEOLIA and its outlook. After four years of transformation, which enabled to establish performing operating fundamentals, this capital increase today puts an end to the Group's financial restructuring and marks the beginning of a new phase.

With stronger shareholders' equity and a reduced debt, THEOLIA shows today a healthier financial structure, in line with its strategy to actively carry on its development.

Our significant portfolio of projects under development, including our great 300 MW project in Morocco, the recurrence of our main activity, the Sales of electricity for own account, and the flexibility of our business model are key assets which enable us to look to the future with confidence and determination.”
 

The settlement-delivery, as well as admission to trading of the new shares (ISIN code: FR0011284991) and stock warrants (ISIN code: FR0012285922) on the Euronext Paris regulated market will occur on December 9, 2014. Stock warrants will be exercisable as soon as December 9, 2014, with 3 stock warrants entitling to 1 new share at 0.60 euro per new share. The new shares, including those resulting from the exercise of stock warrants, will carry all usual rights. The new shares will be identical to the existing shares and will be immediately tradable on the same listing line. The new shares resulting from the exercise of stock warrants will be subject to periodic requests for admission to trading on the Euronext Paris regulated market on the same listing line as the existing shares.

At the end of the capital increase, and before the exercise of stock warrants and conversion of convertible bonds, THEOLIA's share capital will comprise 184,444,024 shares with a par value of 0.10 euro each.

The proceeds from the capital increase will enable the early partial redemption of 7.266 euros per convertible bond according to the conditions provided in the restructuring plan.

As from the settlement-delivery of the capital increase, the new terms and conditions of the convertible bond will come into force, namely, in particular, the cancellation of the early redemption right at the option of the bondholders as at April 1, 2015, the implementation of a redemption of the remaining amount of the Company's bond debt, split into four installments (as at January 1, 2017, 2018, 2019 and 2041), the change in the conversion ratio and the interest rate, as well as the addition of an early redemption right at the option of the bondholders as at January 1, 2020, at a price of 1.946 euro.

About THEOLIA

THEOLIA is an independent producer of wind energy, active over the entire wind value chain. The Group develops, builds and operates wind farms in four countries: Germany, France, Morocco and Italy. In total, the Group operates 1,200 MW for its own account and for third parties.

CONTACT

THEOLIA
French Société anonyme (public limited company with Board of Directors) with a share capital of €6,489,697.20
Registered office: 75 rue Denis Papin – BP 80199 - 13795 Aix-en-Provence Cedex 3 - France
Tel: +33 (0)4 42 904 904 – Fax: +33 (0)4 42 904 905 - www.theolia.com
THEOLIA is listed on the compartment C of NYSE Euronext Paris, code: TEO

DISCLAIMER

This press release shall not be published, distributed or released, directly or indirectly, in or into the United States of America, South Africa, Australia, Canada or Japan.

This press release and the information contained herein do not constitute either an offer to sell or purchase or the solicitation of an offer to sell or purchase the Company shares or preferential subscription rights outside France.

European Economic Area

The offer is open to the public in France exclusively.

With respect to each Member State of the European Economic Area ("EEA") which has implemented the Prospectus Directive other than France (the “Member State”), no action has been undertaken or will be undertaken to make an offer to the public of shares associated with stock warrants or preferential subscription rights requiring a publication of a prospectus in any Member State. As a result, shares associated with stock warrants or preferential subscription rights may only be offered in Member States:

- to legal entities which are qualified investors, as defined by the Prospectus Directive;

- to less than 100 or, if the Member State has implemented the relevant provision of the Amending Prospectus Directive, 150 natural or legal persons (other than qualified investors as defined in the Amending Prospectus Directive) in each Member State; or

- in any other circumstances falling within Article 3(2) of the Prospectus Directive.

For the purposes of this paragraph, (i) the expression an “offer to the public of shares associated with stock warrants or preferential subscription rights” in any Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any securities to be offered so as to enable an investor to decide to purchase, or subscribe for any securities, such as this definition was, as the case may be, modified in the relevant Member State, (ii) the expression “Prospectus Directive” means Directive 2003/71/EC of November 4, 2003, to the extent implemented in the Member State, as amended, including by the Amending Prospectus Directive, and includes any relevant implementing measure in each Member State and (iii) the expression “Amending Prospectus Directive” means Directive 2010/73/EU of November 24, 2010.

This selling restriction applies in addition to any other selling restrictions which may be applicable in the Member States who have implemented the Prospectus Directive.

United Kingdom

This press release does not contain or constitute an invitation, inducement or solicitation to invest.

This press release is directed only at (i) persons who are outside the United Kingdom, (ii) “investment professionals” falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”), (iii) persons who are falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc.”) of the Order or (iv) any other persons to whom an invitation or inducement to engage in investment activity (within the meaning of the Financial Services and Markets Act 2000) in connection with the issue or sale of any shares may otherwise lawfully be communicated or caused to be communicated (all such persons in (i), (ii), (iii) and (iv) together being referred to as “Relevant Persons”).

This press release is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this press release relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

This press release does not constitute a prospectus approved by the Financial Services Authority or any other regulatory authority in the United Kingdom under Section 85 of the Financial Services and Markets Act 2000.

Canada, Australia, Japan, the United States of America and South Africa

These materials are not an offer of securities for sale nor the solicitation of an offer to purchase securities in Canada, Australia, Japan, the United States of America or South Africa.

The shares associated with stock warrants and the preferential subscription rights may not be offered, sold or purchased in Canada, Australia, Japan, the United States of America or South Africa.