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Thursday, February 22, 2024

KWM, Uría advise on EDPR´s €1bn capital increase

King & wood Mallesons has advised EDP Renewables (EDPR) on the closing of a €1 billion capital increase that the company had already announced with the placement of almost 51 million shares, with Uría Menéndez advising the banks

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Following the announcement from EDP Renováveis on the intention to raise equity of ~€1.0 billion to partially finance EDPR’s updated investment plan, the Board of Directors of EDPR, in compliance with the corporate authorizations in place, has resolved the approval of a capital increase without pre-emption rights to be performed via an accelerated bookbuild (ABB).

As part of this Capital Increase, EDPR entered into an investment agreement on March 1st, 2023 with Lisson Grove Investment Pte. Ltd., a wholly owned subsidiary of GIC Pte Ltd. pursuant to which the latter committed to, subscribe ~€1.0 billion at a price of €19.62. Under the investment agreement EDPR has the option to reallocate up to ~€0.15 billion which EDPR may offer to a selected number of institutional investors at the same price agreed with GIC.

The ABB will commence immediately. Following the completion of the ABB, the Board of Directors of EDPR, directly or through a duly authorized Director, will determine and announce the final terms of the Capital Increase, including the final subscription amount and number of shares to be issued.

Following the announcement of the final gross proceeds of the Capital Increase, investors are expected to be in receipt of EDPR allocated shares on or around March 7th, 2023. The investors will be entitled to all economic and voting rights inherent to the shares from that date onwards.

Citigroup Global Markets Europe AG, Goldman Sachs Bank Europe SE, JP Morgan SE and Morgan Stanley Europe SE are acting as Joint Global Coordinators and Joint Bookrunners in relation to the Capital Increase. N.M. Rothschild & Sons Limited is acting as Financial Adviser in relation to the Capital Increase. KWM acted as Legal advisor to EDPR.

EDPR´s in-house team in Spain involved in this deal was made up of secretary of the Board of Directors María González, head of Corporate Legal department Borja Pérez Dapena, and Legal associate Alejandro Gorrachategui.

EDPR was assited by KWM on Spanish Law matters, with a team led by partner Pablo Díaz, together with senior associate Fátima García de la Torre and associate César Báscones.

Morais Leitão advised on Portuguese Law matters.

From left to right, Alfonso Ventoso, Javier Redonet, Miguel Stokes and António Castro

Uría Menéndez advised BNP PARIBAS, Citigroup Global Markets Europe AG and Morgan Stanley Europe SE on the capital increase through an issue of 218,340,612 new shares, with the exclusion of shareholders’ preemption rights, at an issue price of €4.58 per share and admitted to trading on the Euronext Lisbon, the Portuguese regulated market managed by Euronext Lisbon – Sociedade Gestora de Mercados Regulamentados, S.A with a team formed by Alfonso Ventoso del Rincón (partner, Capital Markets, Madrid); Beatriz Camilleri Lacambra (senior associate, Capital Markets, Madrid); Javier Redonet (partner, Capital Markets, Madrid); Miguel Stokes (partner, Capital Markets, Lisbon); Bruno Silva Palhao (associate, Capital Markets, Lisbon), Lucia Berricano (trainee lawyer, Capital Markets, Madrid), Diego Andradas Dago (associate, Tax, Madrid) and António Castro Caldas (partner, Tax, Lisbon).

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